Annual Shareholders' Meeting

10 March 2026


Notice of Annual Meeting of Shareholders

Dear Shareholder

We invite you to join us for the Annual Meeting of the Shareholders of Scales Corporation Limited
(“Scales”), to be held at 3.30pm on Tuesday, 14 April 2026.

The meeting will be held at The Piano, 156 Armagh Street, Christchurch. After the meeting has concluded,
Shareholders are invited to join members of the Board and Management for light refreshments.

Shareholders will also be able to attend online, vote and ask questions via www.meetnow.global/nz. Details
of how to participate ‘virtually’ are provided in the accompanying Virtual Meeting Guide, including
instructions for accessing the virtual meeting. If you are attending virtually you are encouraged to review
this guide and access via the website address shown above.

If you cannot attend, I encourage you to complete and lodge the proxy form in accordance with the
instructions on the reverse of the form so that it reaches Computershare by 3.30pm (New Zealand time) on
Sunday, 12 April 2026.

Items of Business:
A. Chair’s address
B. Managing Director’s address
C. Ordinary resolutions
D. General business

Ordinary Resolutions:
To consider, and if thought fit, to pass the following ordinary resolutions:

1. That the Board is authorised to fix the auditor’s remuneration for the coming year.
2. Having been appointed during the year by the Board and holding office only until the Annual
Meeting, that Paul Munro be elected as a Director of Scales.
3. That Miranda Burdon, who retires and is eligible for election, be re-elected as a Director of Scales.
4. That Nick Harris, who retires and is eligible for election, be re-elected as a Director of Scales.
5. That Mike Petersen, who retires and is eligible for election, be re-elected as a Director of Scales.
6. That the total annual remuneration available to be paid to Directors for their services as Directors
be increased by $130,000 (being the equivalent of AUD110,000, which reflects the increase needed
to include fees paid to the Directors of Scales’ new Australian subsidiaries within the total annual
fee) to $755,000 per annum for the financial year ending 31 December 2026 and onwards, with
such sum to be divided amongst the Directors as the Board may from time to time determine.
Further information relating to the Resolutions is set out in the Explanatory Notes accompanying this
Notice of Annual Meeting. Please read and consider the Resolutions together with the Explanatory Notes.

By order of the Board.





Mike Petersen
Chair - 10 March 2026


Our Board of Directors:



Mike Petersen

Andy Borland

Miranda Burdon



Tony Batterton


Paul Munro


Nick Harris

Explanatory Notes

These notes form part of the Notice of Annual Meeting

Ordinary Resolution 1: Appointment and Remuneration of Auditor

Section 207T of the Companies Act 1993 provides that a company’s auditor is automatically reappointed
unless there is a resolution or other reason for the auditor not to be re-appointed. Scales wishes Deloitte to
continue as Scales’ auditor, and Deloitte has indicated its willingness to do so.

Section 207S of the Companies Act 1993 provides that the fees and expenses of the auditor are to be fixed
in such a manner as Scales determines at the Annual Meeting. The Board proposes that, consistent with
past practice, the auditor’s fees be fixed by the Directors. The Board unanimously recommends that
shareholders vote IN FAVOUR of Resolution 1.

Ordinary Resolution 2: Election of Paul Munro

The NZX Listing Rules state that Directors appointed by the Board must not hold office (without election by
Shareholders) past the next annual meeting following the Director’s appointment. Paul Munro was
appointed by the Board on 14 October 2025 and is accordingly required to retire at this meeting. Paul,
being eligible, offers himself for election, and the Board unanimously supports his election and
recommends that Shareholders vote IN FAVOUR of Resolution 2.

Having had regard to the factors described in the NZX Corporate Governance Code that may impact
director independence, the Board considers that Paul Munro will be a Non-Executive Independent Director.

Biography for Paul Munro:
Term of Office: Appointed Director 14 October 2025.
Paul was appointed to the Board in 2025. Paul has extensive governance experience from a wide
range of public and private entities. Prior to his governance career Paul spent 24 years with Deloitte
as a Corporate Finance Partner, primarily working with large corporates, leading projects and M&A
assignments. Following his time with Deloitte, Paul was CEO for Christchurch City Holdings Limited.
Paul is currently a Director of New Zealand King Salmon Limited, where he is also Chair of the Audit,
Finance, Risk and Project Development Committee. In addition to this role, Paul is currently Chair or
a Director of a number of private companies.

Paul is Chair of Scales’ Audit and Risk Management Committee.


Ordinary Resolution 3: Re-election of Miranda Burdon

The NZX Listing Rules state that Directors must not hold office (without re-election by Shareholders) past
the third annual meeting following the Director’s appointment, or three years, whichever is longer.
Miranda Burdon was last re-elected to the Board on 7 June 2023. Accordingly, Miranda is required to retire
at this meeting. Miranda, being eligible, offers herself for re-election.

The Board unanimously supports her re-election and recommends that Shareholders vote IN FAVOUR of
Resolution 3.

Having had regard to the factors described in the NZX Corporate Governance Code that may impact
director independence, the Board considers that Miranda Burdon will be a Non-Executive Independent
Director if re-elected.

Biography for Miranda Burdon:
Term of Office: Appointed Director 31 August 2022. Last re-elected on 7 June 2023.
Miranda was appointed to the Board in August 2022. Miranda has over 20 years executive and
entrepreneurial experience, centered on fast moving consumer goods in New Zealand and globally,
including as the Global Marketing Manager for Pernod Ricard and co-founder of Food Nation, a
New Zealand based food manufacturer producing plant-powered products. Miranda is currently
Executive Chair of Cyprus Enterprises which operates in covered crops and intensive horticulture in
New Zealand.

Miranda is Chair of Scales’ Health & Safety and Sustainability Committee.

Ordinary Resolution 4: Re-election of Nick Harris

The NZX Listing Rules state that Directors must not hold office (without re-election by Shareholders) past
the third annual meeting following the Director’s appointment, or three years, whichever is longer. Nick
Harris was last re-elected to the Board on 7 June 2023. Accordingly, Nick is required to retire at this
meeting. Nick, being eligible, offers himself for re-election.

The Board unanimously supports his re-election and recommends that Shareholders vote IN FAVOUR of
Resolution 4.

Having had regard to the factors described in the NZX Corporate Governance Code that may impact
director independence, the Board considers that Nick Harris will be a Non-Executive Independent Director
if re-elected.

Biography for Nick Harris:
Term of Office: First appointed to the Board on 18 June 2014. Last re-elected on 7 June 2023.
Nick was elected to the Board in 2014, having been appointed a Director of both Scales’ Storage &
Logistics division and Meateor in 2012. Nick was previously the Managing Director and was one of
the founding shareholders of Hellers Limited, New Zealand’s largest bacon, ham and small goods
company. Nick is currently the Managing Director of Harris Farms and Glenturret Farm in Cheviot,
North Canterbury, and is also a Shareholder and Director of several private companies.

Nick is a member of Scales’ Audit and Risk Management Committee.

Nick has indicated that, if re-elected, he intends to retire from the Board prior to the next Annual Meeting
at which he would be required to stand for re-election. Following Nick’s confirmation of his retirement, the
Board will look to appoint an additional director in accordance with the Board’s succession plan.

Ordinary Resolution 5: Re-election of Mike Petersen

The NZX Listing Rules state that Directors must not hold office (without re-election by Shareholders) past
the third annual meeting following the Director’s appointment, or three years, whichever is longer. Mike

Petersen was last re-elected to the Board on 7 June 2023. Accordingly, Mike is required to retire at this
meeting. Mike, being eligible, offers himself for re-election.

The Board unanimously supports his re-election and recommends that Shareholders vote IN FAVOUR of
Resolution 5.

Having had regard to the factors described in the NZX Corporate Governance Code that may impact
director independence, the Board considers that Mike Petersen will be a Non-Executive Independent
Director if re-elected.

Biography for Mike Petersen:
Term of Office: First appointed to the Board on 28 April 2023. Last re-elected on 7 June 2023.
Mike was appointed to the Board in April 2023. Mike has over 30 years’ management and
governance experience in the agribusiness sector. Mike is currently a director of ANZCO Foods
Limited and Kelso Genetics Limited and Chairs the Tukituki Water Security Project, alongside
advisory roles with a number of other privately owned and publicly listed companies. Mike was
previously Chair of Beef + Lamb New Zealand and was also New Zealand’s Special Agricultural Trade
Envoy for 6 years.

Mike is a member of Scales’ Nominations and Remuneration Committee and Scales’ Finance and
Treasury Committee.

Ordinary Resolution 6: Directors’ Remuneration

This resolution seeks Shareholder approval to increase the aggregate amount of remuneration (“fee pool”)
that may be paid each year to the Directors of Scales for their services as Directors. The proposed increase
in fee pool is $130,000 per annum (being the equivalent of AUD110,000), from a total fee pool of $625,000
per annum to $755,000 per annum (an increase of 20.8%), for the financial year ending 31 December 2026
and onwards, with such sums to be divided amongst the Directors as the Board may from time to time
determine.

The current fee pool of $625,000 was approved by Shareholders at Scales’ 2025 Annual Meeting, when it
was decreased from $746,800 per annum to $625,000 per annum to reflect the number of Non-Executive
Directors of Scales reducing from seven to five. If Shareholders approve Resolution 6, the increased annual
fee pool will apply until such time as the amount is altered by an ordinary resolution of Shareholders,
subject to adjustment as permitted by the NZX Listing Rules.

The proposed increase in fee pool is being sought as a consequence of Scales increasing its shareholding in
its Australian-based Global Proteins joint ventures in 2025. This increase in shareholding resulted in
Meateor Australia, Fayman International and ANZ Exports (Australian Acquired Entities) becoming wholly,
or partially, owned subsidiaries of Scales (because following the transactions, Scales’ ownership was more
than 50% of those entities). Each of Meateor Australia, Fayman International and ANZ Exports currently
have two Directors, who receive combined Director fees (paid by the Australian Acquired Entities) of
AUD110,000. The NZX Listing Rules provide that no remuneration may be paid by an Issuer, or its
subsidiaries, to a Director in that capacity without approval by an ordinary resolution of Shareholders.
Although the fees for the directors of the Australian Acquired Entities were, and will continue to be, paid by
the Australian Acquired Entities, now that the Australian Acquired Entities are subsidiaries of Scales, these
fees will need to be accommodated within Scales’ fee pool.

Scales’ current fee pool of $625,000 is not sufficient to remunerate the Australian Subsidiary Directors.
Consequently, Scales seeks shareholder approval to increase its fee pool by $130,000, being the equivalent
of AUD110,000, in order to accommodate the payment of Directors’ fees to the Directors of the Australian
Acquired Entities. It is not proposed that any director will receive an increase to the fees they are paid per
annum from the fee pool. Accordingly, following the proposed fee pool increase, the Board intends for
Director fees to be divided amongst the Directors as follows:

Role FY25 fee per annum
(NZD)
Proposed FY26 fee
per annum (NZD)
Scales Board Independent Chair $166,000 $166,000
Scales Non-Executive Director $80,000 $80,000
Chair of Audit and Risk Management Committee $18,000 $18,000
Chair of Nominations and Remuneration Committee $15,000 $15,000
Chair of Health & Safety and Sustainability Committee $12,000 $12,000
Chair of Finance and Treasury Committee $9,000 $9,000
Committee Member $6,000 $6,000
Selacs Insurance Limited Director $12,000 $12,000
New Zealand-based Independent Director of Australian
Acquired Entities
$35,000
1,2
$35,000
2

Australian-based Independent Director of Australian
Acquired Entities
$95,000
1,2
$95,000
2

Director of non-operational Australian companies $8,000
2
$8,000
2


1
These fees were, and will continue to be, paid by the Australian Acquired Entities, but were not paid from
in the fee pool in FY25.
2 These payments are made in AUD, but for illustrative purposes have been presented in NZD using an
exchange rate of NZD 1.00 to AUD 0.85 and rounded to the nearest thousand.

Voting Restrictions:
Scales will disregard any votes in favour of Resolution 6 cast by:
• any Non-Executive Director of Scales; and
• any Associated Person of any Non-Executive Director of Scales,
except where any such vote is cast by the Non-Executive Director or one of their Associated Persons as
proxy for a person who is entitled to vote and the Non-Executive Director or that Associated Person votes
in accordance with express instructions to vote for or against a particular resolution on the Proxy/Voting
Form.



Attendance and Voting

Voting on all Resolutions put before the meeting shall be by way of poll. Shareholders are encouraged to
cast a postal or online vote or appoint a proxy to exercise their vote on their behalf if they cannot attend
the meeting.

You may cast your vote in one of the ways described below. You may abstain from voting on one or more of
the Resolutions.

a) Attending the meeting and voting in person; or

b) Attending the meeting and voting online; or

c) Casting a postal vote: The Board has determined that postal voting is permitted. Postal voting
instructions are included in the Proxy/Voting Form which accompanies this Notice of Annual
Meeting. You can cast a postal vote online, or complete and send the Proxy/Voting Form by post or
email, so that your vote is received by the share registrar no later than 3.30pm on Sunday, 12 April
2026.

The Chief Financial Officer, Steve Kennelly, has been authorised by the Board to receive and count
postal votes at the meeting.

d) Appointing a proxy (or representative) to attend and vote in your place: The proxy need not be a
shareholder of Scales. The form of appointment of a proxy and voting instructions accompany this
Notice of Annual Meeting. You can appoint a proxy online, or complete and return the
Proxy/Voting Form by post or email, so that it is received by the share registrar by no later than
3.30 pm on Sunday, 12 April 2026.

You may appoint the Chair of the meeting as your proxy. The Chair of the meeting intends to vote
any discretionary proxies in favour of the Resolutions other than Resolution 6, in respect of which
voting restrictions apply. If your named proxy does not attend the meeting or you have ticked the
proxy discretion box but not named a proxy, you will be deemed to have appointed the Chair of the
meeting as your proxy.

e) Online voting: Lodge your postal vote or proxy online at www.investorvote.co.nz


Eligibility to Vote
Any Shareholder whose name is recorded in the Scales share register at 5.00pm NZT on Friday, 10 April
2026 is entitled to vote, either by attending the Annual Meeting and voting in person or online, or by postal
or proxy voting (subject to the time limits for returning Proxy/Voting forms).

Ordinary resolutions of shareholders
An ordinary resolution is a resolution approved by a majority of more than 50% of votes of those
shareholders entitled to vote and voting on the resolution.

Questions in advance of the meeting
To assist the Board to provide answers to questions from Shareholders, Scales is offering the option for
Shareholders to submit questions in advance of the Annual Meeting. Questions should relate to matters
that are relevant to the Annual Meeting including matters arising from the financial reports and any general
questions regarding the performance of Scales.

Individual responses to questions will not be provided, but at the meeting the Chair will endeavour to
address commonly raised questions. Questions can be submitted in writing with Proxy/Voting forms.
Alternatively, you can email your questions to: info@scalescorporation.co.nz.

Virtual Attendance
All Shareholders will have the opportunity to attend and participate in the 2026 Annual Meeting online via
an internet connection (using a computer, laptop, tablet or smartphone).

Virtual meetings will be accessible on both desktop and mobile devices. In order to participate remotely
you will need to:

• Visit www.meetnow.global/nz on your desktop or mobile device. Ensure that your browser is
compatible – you will need the latest version of Chrome, Safari or Edge.
• If you have any questions, or need assistance with the online process, please contact
Computershare on +64 9 488 8777 between 8.30am and 5.00pm Monday to Friday.

Audio will stream through the selected device, so Shareholders will need to ensure that they have the
volume control on their headphones or device turned up.

Shareholders will be able to view the presentations, vote on the resolutions to be put to Shareholders and
ask questions, by using their own computers or mobile devices. Shareholders will still be able to appoint a
proxy to vote for them or send a postal vote, as they otherwise would, by following the instructions on the
proxy form and this Notice of Annual Meeting.

Details of how to participate ‘virtually’ are provided in the accompanying Virtual Meeting Guide, including
instructions for accessing the virtual meeting. Shareholders are encouraged to review this guide prior to the
Annual Meeting.

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Lodge your postal vote or proxy
Online
www.investorvote.co.nz
By Mail
Computershare Investor Services Limited
Private Bag 92119, Auckland 1142, New Zealand
By Fax
+64 9 488 8787
For all enquiries contact
+64 9 488 8777
corporateactions@computershare.co.nz
• any Associated Person of any Non-Executive Director of Scales,
except where any such vote is cast by the Non-Executive Director or one of their
Associated Persons as proxy for a person who is entitled to vote and the
Non-Executive Director or that Associated Person votes in accordance with
express instructions to vote for or against a particular resolution on the
Proxy/Voting Form.
Signing Instructions for Voting Forms
Individual
Where the holding is in one name, the shareholder must sign.
Joint Holding
Where the holding is in more than one name, all of the shareholders should sign.
Power of Attorney
If this Voting Form has been signed under a power of attorney, a copy of the
power of attorney (unless already deposited with the Company) and a signed
certificate of non-revocation of the power of attorney must be produced to the
Company with this Voting Form.
Companies
This form should be signed by a Director jointly with another Director, or a
Sole Director can sign alone. Please sign in the appropriate place and indicate
the office held.
Questions in advance of the meeting
To assist the Board to provide answers to questions from shareholders, Scales is
offering a facility for shareholders to submit questions in advance of the Annual
Meeting. Questions should relate to matters that are relevant to the Annual Meeting
including matters arising from the financial reports and any general questions
regarding the performance of Scales. Individual responses to questions will not be
provided, but the Chair will, at the Annual Meeting, endeavour to address
commonly raised questions. You can email your questions to:
info@scalescorporation.co.nz or write them on a separate sheet of paper and
return with this form.
Notes
You may cast your vote in one of the four ways described below. You may
abstain from voting on one or more of the resolutions.
(a) Online
Lodge your postal vote or proxy online at www.investorvote.co.nz.
(b) Casting a postal vote
You may cast a postal vote on one or more of the resolutions by completing the
FOR, AGAINST or ABSTAIN boxes in ‘Step 1’ of this Voting Form, signing the
form and returning it to the share registrar. If you return your postal vote
without indicating on any resolution how you wish to vote, you will be deemed
to have abstained from voting on that resolution.
(c) Appointing a proxy
You may appoint a proxy to attend the meeting and either direct the proxy as to
how to vote or give the proxy discretion as to how to vote on the resolutions by
completing the FOR, AGAINST, ABSTAIN or PROXY DISCRETION box on ‘Step 1’
overleaf, completing the appointment of proxy details in ‘Step 2’ overleaf,
signing this Voting Form and returning it to the share registrar. The Chair, or any
other director, is willing to act as proxy for any shareholder who wishes to
appoint him or her for that purpose. If your proxy does not attend the meeting,
the Chair will be appointed as your proxy and will vote in accordance with your
express direction, and any undirected votes will be voted in accordance to the
Chair’s discretion, other than when he or she is prohibited from voting on that
resolution. If you have ticked the PROXY DISCRETION box and you have not
named a proxy, the Chair will act as your proxy on all resolutions.
(d) Attending the meeting virtually
If you propose to attend the meeting, please read the enclosed Virtual Meeting Guide
prior to the meeting. You can participate in the meeting virtually through the web
platform https://meetnow.global/nz and entering the meeting. You will be able to view
presentations, ask questions and cast your vote from your own computer, mobile or
similar device. For any assistance with the process, please contact Computershare
on +64 9 488 8777 between 8.30am – 5.00pm Monday to Friday.
Voting Restrictions
Scales will disregard any votes in favour of Resolution 6 cast by:
• any Non-Executive Director of Scales; and
Your secure access information
Control Number: CSN/Shareholder Number:
PLEASE NOTE: You will need your CSN/Shareholder Number and postcode or country of residence (if outside New Zealand)
to securely access InvestorVote and then follow the prompts to lodge your vote or appoint your proxy online.
Proxy/Voting Form
Lodge your vote or appoint your proxy online, 24 hours a day, 7 days a week:
www.investorvote.co.nz
Scan the QR code to vote now.
Smartphone?
For your postal vote or proxy to be effective it must be received by 3.30pm (New Zealand time) on Sunday, 12 April 2026.
Go online to vote, or turn over to complete the form
Scales Corporation Limited

Proxy
Items of Business - Voting Instructions/Voting Form
STEP 1
hereby appoint of
or failing him/herof
as my/our proxy to act generally at the meeting on my/our behalf and to vote in accordance with the following directions at the hybrid Annual Meeting of the Shareholders
of Scales Corporation Limited (“Scales”), to be held on Tuesday, 14 April 2026 at The Piano, 156 Armagh Street, Christchurch commencing at 3.30 pm, and at any
adjournment of that meeting.
I/We being a shareholder/s of Scales Corporation Limited
Appoint a Proxy
STEP 2
Signature of Shareholder(s) This section must be completed.
SIGN
or Sole Director/Director
Shareholder 1Shareholder 2Shareholder 3
Contact Name Contact Daytime Telephone Date
or Director (if more than one)
If your proxy will be attending the meeting remotely, please ensure that you provide their contact details (phone and email address). If this
information is not provided, we cannot guarantee remote admission to the virtual meeting for your proxy.
Proxy contact Details (Phone): and (Email):
Please note: If you do not plan to attend the meeting, you may cast a postal vote or appoint a proxy to vote at the meeting. This can be done
electronically.
If you mark any of the PROXY DISCRETION boxes above you must appoint a proxy. This may be the Chair or any Director if you so wish.
AgainstFor
Proxy
Discretion
Abstain
Ordinary Resolutions
To consider, and if thought fit, to pass the following ordinary resolutions:
Resolutions supported by the Board:
1.

That the Board is authorised to fix the auditor’s remuneration for the coming year.
2.
Having been appointed during the year by the Board and holding office only until the Annual Meeting, that Paul Munro
be elected as a Director of Scales.
3.
That Miranda Burdon, who retires and is eligible for election, be re-elected as a Director of Scales.
4.
That Nick Harris, who retires and is eligible for election, be re-elected as a Director of Scales.
5.
That Mike Petersen, who retires and is eligible for election, be re-elected as a Director of Scales.
6.
That the total annual remuneration available to be paid to Directors for their services as Directors be increased by $130,000
(being the equivalent of AUD110,000, which reflects the increase needed to include fees paid to the Directors of Scales’ new
Australian subsidiaries within the total annual fee) to $755,000 per annum for the financial year ending 31 December 2026
and onwards, with such sum to be divided amongst the Directors as the Board may from time to time determine.
ATTENDANCE SLIP
Annual Meeting of the Shareholders of Scales
Corporation Limited (“Scales”),
to be held on Tuesday, 14 April 2026
at The Piano, 156 Armagh Street, Christchurch
commencing at 3.30 pm.

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Attending the meeting online
HOW TO PARTICIPATE IN VIRTUAL/HYBRID MEETINGS
When successfully authenticat ed, th e home
screen will be displayed. You can watch the
webcast, vote, ask qu estion s, an d view meeting
materials in the documents folder. The image
highlighted blue indicates the page you have active.
The webcast will appear and begin
a
utomatically once the meeting has started.
Voting
Reso
lutions will be put forward once voting is
declared open by the Ch air. Once the voting
has opened, the resolution and voting options
will appear.
To vote, simply select your vot ing direction
f
rom
the options shown on scree n. You can vote for all
resolutions at once or by each resolution.
Y
our vote has been cast when the green tick
appears. To change your vote, select ‘Change
Your Vote’.
Q&A
Navigation
Access
Access the online meeting at
https://meetnow.global/nz, and select the
requi red meeting. Click 'JOIN MEETING NOW'.
If you
are a shareholder:
Select 'Shareholder' on the login screen and enter
your CSN/Holder Number and Post Code. If you
are outside New Zealand, simply select your
country from the drop down box instead of t
he
post code. Accept the Terms and Conditions and
click Continue.
If you are a guest:
Select Guest on the login screen . As a guest, you
will be prompted to complet e al l the relevant
fields including title, first name, last name an d
email address.
Pl
ease note, guests will not be abl e to
ask questions or vote at the meeting.
If yo
u
are a proxy holder:
Yo
u will receive an email invitation the day before
the meeting to access the onli ne meeting. Click
on the link in the invitat ion to access the meeting.
Visit https://meetnow.global/nz
Contact
If you have any issues accessing the
website please call +64 9 488 87 00.
A
ny eligible sharehold er/ proxy attending t
he
m
eeting remotely is eli gible to ask a question.
S
elect the Q&A tab and typ e your question int
o
the box at the bottom of the screen and press
'S
end
'.
Our online meeting provides you the opportunity to
participate online using your smartphone, tablet or computer.
If yo
u choose to attend online you will be able to view a live
webcast of the meeting, ask questions and submit your votes
in real time.
You will need the latest version of Chrome, Safari or Edge.
Please ensure your browser is compatible.