Hallenstein Glasson Holdings Ltd Notice of Meeting 2026

2026
NOTICE OF
MEETING

Notice of Meeting
Notice is given th!t the Annu!l Meeting of Sh!reholders of
H!llenstein Gl!sson Holdings Limited (the Comp!ny) will be held
!t Rydges L!timer, 30 L!timer Squ!re, Christchurch, !nd online !t
https://meetnow.glob!l/nz on Wednesd!y 9 December 2026 !t
10:00 !m.
Ple!se refer to the Virtu!l Meeting Guide !v!il!ble !t
www.computersh!re.com/vm-guide-nz for further inform!tion on
how to p!rticip!te online.
The Comp!ny’s sh!reholders !re invited to join the Directors for
morning te! !t 9:30!m prior to the meeting.
AGENDA
GENERAL BUSINESS
1. Ch!irm!n’s Address
2. Executive Addresses
3. Director Elections
To consider, !nd if thought fit, to re-elect !s Directors of the
Comp!ny (by ordin!ry resolution of the sh!reholders) the following
persons, who retire in !ccord!nce with the NZX Listing Rules !nd the
Comp!ny’s constitution !nd o"er themselves for re-election:
Resolution 1: To re-elect Tim Gl!sson !s ! Director.
Resolution 2: To re-elect K!ren Bycroft !s ! Director.
Resolution 3: To re-elect S!ndi Vincent !s ! Director.
As !t the d!te of this Notice of Meeting, the Bo!rd h!s determined
th!t:
• Mr. Gl!sson is not !n Independent Director for the purposes of
the NZX Listing Rules;
• Ms. Bycroft is !n Independent Director for the purposes of the
NZX Listing Rules; !nd
• Ms. Vincent is !n Independent Director for the purposes of the
NZX Listing Rules.
See the expl!n!tory notes.
4. Directors’ Fees
To consider !nd, if thought fit, to p!ss the following resolution:
“Th!t the m!ximum !ggreg!te remuner!tion p!y!ble to the
Directors (in their c!p!city !s Directors) be incre!sed to
NZ$1,100,000 per !nnum, to be divided !mongst the Directors !t the
discretion of the Bo!rd.”
See the expl!n!tory notes.
5. Auditor
To record the re!ppointment of Pricew!terhouseCoopers !s Auditor
of the Comp!ny pursu!nt to section 207T of the Comp!nies Act
1993, !nd !uthorise the Directors to fix the remuner!tion of the
Auditor for the ensuing ye!r.
6. Gener!l Business
RESOLUTIONS
The resolutions in items 3 to 5 !bove require !pprov!l by w!y of
!n ordin!ry resolution of sh!reholders. An ordin!ry resolution is !
resolution p!ssed by ! simple m!jority (i.e. over 50% of the votes of
sh!reholders of the Comp!ny entitled to vote !nd voting).
ADDRESSES BY CHAIRMAN AND EXECUTIVE
Ple!se note th!t for sh!reholders who !re un!ble to !ttend the
meeting, ! tr!nscript of the Ch!irm!n’s !nd Executive !ddresses
to the meeting (!nd !ny !ccomp!nying slide present!tions) will be
posted on the Comp!ny’s website !t www.h!llensteingl!sson.co.nz
!nd rele!sed to NZX’s m!rket !nnouncement pl!tform !t the s!me
time or before they !re delivered to the meeting.
PROXIES
1. Any sh!reholder of the Comp!ny entitled to !ttend !nd vote
!t the Annu!l Meeting m!y !ppoint ! proxy to !ttend !nd
vote in the pl!ce of th!t sh!reholder. A proxy need not be !
sh!reholder of the Comp!ny.
2. A proxy !ppointed by ! comp!ny must be executed by ! duly
!uthorised director, o#cer or !ttorney of th!t comp!ny.
3. Enclosed with this Notice of Meeting is ! proxy form. To
be v!lid, the proxy form must be returned duly completed
to Computersh!re Investor Services Ltd, Priv!te B!g 92119,
Victori! Street West, Auckl!nd 1142, so it is received no l!ter
th!n 10.00 !m on Mond!y 7 December 2026.
4. E!ch of the Directors of the Comp!ny listed below o"ers
themselves !s ! proxy to sh!reholders:
W!rren Bell (Ch!irperson)
Tim Gl!sson
M!lcolm Ford
K!ren Bycroft
Gr!eme Popplewell
S!ndi Vincent
J!mes Gl!sson
Jo!nne Appley!rd
Peter Steenson
5. If, in !ppointing ! proxy, you h!ve in!dvertently not n!med
someone to be your proxy, or your n!med proxy does not
!ttend the meeting, the Ch!ir of the meeting will be your proxy
!nd will vote in !ccord!nce with your express direction.

AGENDA ITEM 3 – DIRECTOR ELECTIONS
RESOLUTIONS 1, 2 AND 3
Under NZX Listing Rule 2.7.1 ! director must not hold o#ce p!st
the l!ter of three ye!rs !nd the third !nnu!l meeting !fter their
!ppointment without being re-elected by sh!reholders.
Directors Tim Gl!sson, K!ren Bycroft !nd S!ndi Vincent retire
in !ccord!nce with these requirements !nd, being eligible, o"er
themselves for re-election.
Tim Gl!sson
Appointed: November 1985
L!st re-elected: 12 December 2023
Tim is the Founder of Gl!ssons womenswe!r ret!il ch!in !nd
w!s !ppointed to the Bo!rd in 1985 on the merger of Gl!ssons
with H!llenstein Brothers. He h!s ! we!lth of experience in ret!il
previously holding the CEO role within the business for ! number of
ye!rs.
K!ren Bycroft
Appointed: November 2014
L!st re-elected: 12 December 2023
K!ren is !n Austr!li!n-b!sed Bo!rd Director. She brings ! deep
underst!nding of ret!il h!ving spent 39 ye!rs working prim!rily in
f!shion businesses in the UK, Austr!li! !nd New Ze!l!nd.
K!ren w!s on the Bo!rd of Spotlight for 6 ye!rs !nd held Executive
roles !t Country Ro!d, M!rks !nd Spencer, Ad!ms Childrenswe!r,
Foster Menswe!r !nd Woolworths UK.
K!ren !lso brings consider!ble experience in ret!il !nd le!dership
educ!tion. She lectured in Ret!iling !t Oxford Brookes Business
School (UK) !nd f!cilit!ted Ret!il Progr!ms !t the Austr!li!n
Centre for Ret!il Studies Mon!sh University, (Melbourne). K!ren
h!s f!cilit!ted Senior Le!dership Progr!ms !t Melbourne Business
School for the p!st 12 ye!rs.
S!ndi Vincent
Appointed: October 2020
L!st re-elected: 12 December 2023
S!ndi h!s over 40 ye!rs’ experience in the New Ze!l!nd wholes!le
!nd ret!il f!shion industry !nd is currently Owner !nd M!n!ging
Director of H!rpers F!shions Ltd, tr!ding !s H!rtleys, ! priv!tely
owned New Ze!l!nd comp!ny oper!ting 15 ret!il stores. Throughout
her c!reer, S!ndi h!s developed extensive commerci!l, str!tegic
!nd oper!tion!l experience, with ! strong underst!nding of the
ch!llenges !nd opportunities f!cing the ret!il sector. Her expertise
includes intern!tion!l buying, glob!l product sourcing !nd working
closely with le!ding intern!tion!l designers !nd br!nds.
S!ndi is p!ssion!te !bout the f!shion ret!il industry !nd committed
to delivering qu!lity, on-trend products !nd exception!l customer
experiences. Her longst!nding industry involvement, entrepreneuri!l
b!ckground !nd pr!ctic!l business le!dership provide v!lu!ble
commerci!l insight !nd ! strong underst!nding of the ret!il
l!ndsc!pe.
The Bo!rd un!nimously supports the re-election of Tim Gl!sson,
K!ren Bycroft !nd S!ndi Vincent.
DIRECTOR INDEPENDENCE
The Bo!rd h!s determined th!t K!ren Bycroft !nd S!ndi Vincent !re,
!s !t the d!te of this Notice of Meeting, Independent Directors of
the Comp!ny !s defined in the NZX Listing Rules.
In m!king this determin!tion the Bo!rd h!s h!d reg!rd to the
non-exh!ustive f!ctors set out in t!ble 2.4 of the NZX Corpor!te
Govern!nce Code.
Expl!n!tory Notes
The Bo!rd recognises th!t sever!l of its Independent Directors
m!y derive ! subst!nti!l portion of their !nnu!l revenue from
the Comp!ny. The Bo!rd does not consider this f!ctor m!teri!lly
!"ects !ny such Director’s c!p!city to bring !n independent view to
decisions, including h!ving reg!rd to e!ch director’s bro!der fin!nci!l
position !nd circumst!nces !nd the profession!l n!ture of the role of
! director.
K!ren Bycroft h!s been ! Director of the Comp!ny for 12 ye!rs. The
Bo!rd h!s determined th!t K!ren’s tenure does not !"ect her !bility
to exercise independent judgement or to !ct in the best interests
of the Comp!ny !nd its sh!reholders. K!ren continues to !ppro!ch
bo!rd m!tters with profession!lism, ch!llenge !nd hold m!n!gement
to !ccount !nd bring the s!me high level of diligence !nd enquiry !s
directors who h!ve ! shorter tenure.
Tim Gl!sson is not !n Independent Director bec!use of his
subst!nti!l sh!reholding in the Comp!ny.
AGENDA ITEM 4 – DIRECTORS’ FEES
The resolution in item 4 of the !gend! proposes !n incre!se in the
pool of directors’ fees to NZ$1,100,000 per !nnum. The pool of
NZ$854,000 per !nnum w!s !pproved by sh!reholders in 2025, !t
the Comp!ny’s 2025 !nnu!l meeting. This w!s c!lcul!ted on the
b!sis of eight non-executive directors.
The proposed fee pool of NZ$1,100,000 per !nnum is c!lcul!ted
on the b!sis of eight non-executive directors !nd !ligns the
remuner!tion p!id to non-executive directors of the Comp!ny
with the current m!rket for NZX-listed entities h!ving reg!rd to
independent benchm!rking obt!ined by the Bo!rd (see further det!ils
below). The proposed fee pool !lso provides for directors on cert!in
Bo!rd committees to receive !ddition!l remuner!tion for their role
!nd responsibilities on such committees.
The Bo!rd eng!ged EY to undert!ke !n independent review of the
Comp!ny’s director fees !g!inst comp!r!ble comp!nies in New
Ze!l!nd. The purpose of this review w!s to:
• Assess the !ppropri!teness of the fees being p!id to the
Comp!ny’s directors;
• Ensure th!t the Comp!ny’s director remuner!tion pr!ctices !re
consistent with m!rket pr!ctice; !nd
• Ensure the Comp!ny’s directors !re !dequ!tely remuner!ted
for their responsibilities !s directors in light of the size !nd
complexity of the Comp!ny’s tr!ns-T!sm!n oper!tions.
A summ!ry report outlining the EY director’s fee review c!n be found
on the Comp!ny’s website !t
https://www.h!llensteingl!sson.co.nz/stock-exch!nge.
The !lloc!tion of the pool of directors’ fees is ! m!tter for the bo!rd
from time to time. However, the current expect!tion is th!t the
proposed pool (if !pproved) will initi!lly be !lloc!ted in line with the
m!rket medi!n fees set out in the EY report !s follows:
• Non-executive directors (x7) – $102,250 p.!.
• Ch!irm!n - $209,500 p.!.
• Ch!ir, Audit & Risk Committee - $20,000 p.!.
• Audit & Risk Committee Member (x4) - $10,500 p.!.
• Ch!ir, Remuner!tion & Nomin!tion Committee - $16,000 p.!.
• Remuner!tion & Nomin!tion Committee Member (x4) - $7,500p.!.
• Ch!ir, He!lth & S!fety Committee - $13,750 p.!.
• Ch!ir, Sust!in!bility Committee - $13,750 p.!.
The Comp!ny h!s ! ninth director, J!mes Gl!sson, who is !n
executive director of the Comp!ny !nd does not receive directors’
fees for his role on the bo!rd.
In !ccord!nce with NZX Listing Rule 6.3.1, no non-executive director
or their Associ!ted Persons (!s defined under the NZX Listing Rules)
c!n vote on this resolution, unless c!sting votes under !n express
proxy of ! person who is not disqu!lified from voting.

HALLENSTEINS.COM
GLASSONS.COM
HALLENSTEINGLASSON.CO.NZ

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How to Vote on Items of Business
All your securities will be voted in accordance with your directions.
Appointment of Proxy
Any shareholder of the Company entitled to attend and vote at the Annual
Meeting may appoint a proxy to attend and vote in the place of that shareholder.
A proxy need not be a shareholder of the Company. Each of the Directors of the
Company listed below offers themselves as a proxy to shareholders:
W
arren Bell (Chairperson)
Tim Glasson
Malcolm Ford
Karen Bycroft
Graeme Popplewell
S
andi Vincent
James Glasson
Joanne Appleyard
Peter Steenson
To do this, enter the name of your proxy in the space allocated in ‘Step 1’ of this
form. Alternatively you can appoint a proxy online at www.investorvote.co.nz.
If, in appointing a proxy, you have inadvertently not named someone to be
your proxy, or your named proxy does not attend the meeting, the Chair of the
meeting will be your proxy and will vote in accordance with your express
direction. In accordance with NZX Listing Rule 6.3.1, no non
-executive director
or their Associated Persons (as defined under the NZX Listing Rules) can vote on
Resolution 4, unless casting votes under an express proxy of a person who is
not disqualified from voting.
Voting of your holding
Direct your proxy how to vote by marking one of the boxes opposite each item
of business. If you mark more than one box on an item your vote will be invalid
on that item.
Attending the Meeting in Person
Bring this form to assist registration. If a representative of a corporate
securityholder or proxy is to attend the meeting you will need to provide the
appropriate “Certificate of Appointment of Corporate Representative” prior
to admission.
Attending the Meeting V
irtually
Shareholders can attend the meeting virtually through the Computershare
Meeting Platform https://meetnow.global/nz. To access the meeting, click ‘Go’
under the Hallenstein Glasson Holdings Limited meeting and then click ‘JOIN
MEETING NOW’. By using the meeting platform, you will be able to watch the
meeting, vote and ask questions online using your smartphone, tablet or
desktop device. Please refer to the Virtual Meeting Guide available at
www.computershare.com/vm
-guide-nz for further information on how to
participate online. You will need the latest version of Chrome, Safari or Edge to
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Signing Instructions for Postal Forms
Individual
Where the holding is in one name, the securityholder must sign.
Joint Holding
Where the holding is in more than one name, all of the securityholders
should sign.
Power of Attorney
If this Proxy 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 Proxy Form.
Companies
A proxy granted by a company must be executed by a duly authorised officer
or attorney of that company.
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Proxy/Voting Form
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For your proxy to be effective it must be received by 10:00 am on Monday, 7
th
December 2026.

or Sole Director/Director or Director (if more than one)
Securityholder 1Securityholder 2Securityholder 3
Contact Name Contact Daytime Telephone Date
Signature of Securityholder(s) This section must be completed.
SIGN
Appoint a Proxy to Vote on Your Behalf
Proxy/Voting Form
STEP 1
Please note: If you mark the Abstain box for an item, you are directing your proxy not to vote on your behalf and your votes will not be counted in
computing the required majority.
Items of Business - Voting Instructions/Ballot Paper
STEP 2
hereby appoint
I/We being a shareholder/s of
Hallenstein Glasson Holdings Limited
of
or failing him/herof
AgainstFor
Proxy
Discretion
Abstain
as my/our proxy to vote for me/us at the Annual Meeting of Shareholders of Hallenstein Glasson Holdings Limited to be held at Rydges Latimer, 30 Latimer Square,
Christchurch, and online at https://meetnow.global/nz on Wednesday, 9
th
December 2026 at 10.00 am and at any adjournment of that meeting.
If your proxy is not the Chairman of the Meeting or any other director of the Company, 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):
ATTENDANCE SLIP
Annual Meeting of Shareholders of Hallenstein Glasson Holdings Limited
to be held at Rydges Latimer, 30 Latimer Square, Christchurch,
and online at https://meetnow.global/nz
on Wednesday, 9
th
December 2026 at 10.00 am.
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Resolutions
Resolution 1
To re-elect Tim Glasson as a Director.
Resolution 2
To re-elect Karen Bycroft as a Director.
Resolution 3
To re-elect Sandi Vincent as a Director.
Resolution 4
That the maximum aggregate remuneration payable to the Directors (in their capacity as Directors)
be increased to NZ$1,100,000 per annum, to be divided amongst the Directors at the discretion of
the Board.
Resolution 5
To record the reappointment of PricewaterhouseCoopers as Auditor of the Company pursuant
to section 207T of the Companies Act 1993, and authorise the Directors to fix the remuneration
of the Auditor for the ensuing year.