NOTICE OF ANNUAL MEETING OF SHAREHOLDERS 2017 Dear Shareholder We invite you to join us for the Annual Meeting of the Shareholders of New Zealand King Salmon Investments Limited ( NZKS ), to be held at: Where: Marlborough Convention Centre, 42A Alfred St, Blenheim 7201, in Wairau room When: Tuesday 7 November 2017 at 1:00 pm After the business has concluded you are welcome to join members of the Board and Management for light refreshments. Please bring the enclosed voting form and attendance slip to the meeting to assist with your registration. If you cannot attend, I encourage you to complete and lodge the proxy form in accordance with the instructions on the back so that it reaches Computershare by 1:00pm (New Zealand time) on Sunday 5 November 2017.
ITEMS OF BUSINESS A. CHAIRMAN S ADDRESS B. MANAGING DIRECTOR S ADDRESS C. ORDINARY RESOLUTIONS D. GENERAL BUSINESS RESOLUTIONS To consider, and if thought fit, to pass the following ordinary resolutions: 01 That the Board is authorised to fix the auditor s remuneration for the coming year. 02 Having retired by rotation, that Paul Steere be re-elected as a Director. 03 04 05 Having retired by rotation, that Jack Porus be re-elected as a Director. Having been appointed during the year by the Board and holding office only until the Annual Meeting, that Xin Wang be elected as a Director. Subject to the approval of resolution 4, that the maximum total pool of Directors remuneration payable by NZKS to Directors (in their capacity as Directors) be increased by $65,000 per annum from $400,000 per annum to $465,000 per annum with immediate effect, with such sum to be divided amongst the Directors as the Board may from time to time determine. Further information relating to these resolutions is set out in the Explanatory Notes accompanying this Notice of Meeting. Please read and consider the resolutions together with the notes. By order of the Board. John Ryder Chairman 16th October 2017
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 re-appointed unless there is a resolution or other reason for the auditor not to be reappointed. The Company wishes Ernst & Young to continue as the Company s auditor, and Ernst & Young 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 the Company 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 & 3: RE-ELECTION OF DIRECTORS The NZX Main Board Listing Rules require that at least one third of the Directors or, if their number is not a multiple of three, then the number nearest to one third, shall retire from office at the Annual Meeting each year, but shall be eligible for re-election at that meeting. The Directors to retire are those who have been longest in office since their last election, with the exception of Grant Rosewarne as an Executive Director nominated by the Board (pursuant to clause 26.1(c) of the Constitution). Two Directors are required to retire at this meeting. Each of the Directors, other than Xin Wang, was reappointed by the Board on 21 September 2016. The Board has resolved that Jack Porus and Paul Steere will retire at the Annual Meeting. Jack and Paul, each being eligible, offer themselves for re-election and the Board unanimously supports the re-election of Jack and Paul. Jack Porus Term of Office: Appointed Director on 23 September 2008, re-appointed Director on 21 September 2016 Board Committees: Member of the Nominations & Remuneration Committee BCom, LLB Jack has been a director of New Zealand King Salmon since 2008. Jack is Joint Managing Partner of law firm Glaister Ennor which he joined in 1972. Jack has practiced in all areas of property law, commercial law, trusts and estate planning and is an experienced mediator. Jack is currently the chairman of Pinnacle Life Limited and a director of Neil Corporation Limited, Norfolk Mortgage Management Limited as well as other substantial private businesses, and is a trustee of numerous personal and charitable trusts. Jack is a nominated appointee for major New Zealand King Salmon shareholder Oregon Group and the Board has therefore determined that he is not an independent director. Paul Steere INDEPENDENT Term of Office: Appointed Director on 23 September 2008, re-appointed Director on 21 September 2016 Board Committees: Chair of the Audit & Risk Management Committee and member of the Nominations & Remuneration Committee Paul was the founding CEO of New Zealand King Salmon from its formation to 2009 and has been a director of New Zealand King Salmon since 2009. Paul has a background in manufacturing, international trade and fast moving consumer goods having previously held senior executive positions with a British multinational including in Hong Kong and Singapore before joining the NZ Dairy Board as a General Manager for eight years. Paul is currently a director of ASX listed Clean Seas Seafood Limited, Chairman of Nelson Airport Limited, a Councillor of Nelson Marlborough Institute of Technology and a director of other substantial private businesses. He served on the National Board of New Zealand Red Cross and its Foundation from 2003 to 2013. The Board has determined that Paul is an independent director.
ORDINARY RESOLUTION 4: ELECTION OF DIRECTOR APPOINTED SINCE THE LAST ANNUAL MEETING Pursuant to clause 25.2 of the Constitution, Directors who have been appointed by the Board may hold office only until the next Annual Meeting, and be then eligible for election. Xin Wang was appointed during the year by the Board and offers herself for election. The Board unanimously supports the election of Xin Wang. Xin Wang Term of Office: Appointed Director on 28 February 2017 Ms. Wang became part of the Board in 2017. Ms. Wang is the General Manager of Strategy Management Department and Corporate Development Department at China Resources Enterprise, Limited. Ms. Wang was previously the Assistant General Manager of China Resources Ng Fung Limited, in charge of strategy and corporate development. She joined China Resources Group in 2010. Prior to that, she was with McKinsey & Company. She holds a B.S. degree from Fudan University, an MBA degree from Kellogg Business School, Northwestern University and a Master s degree from University of Illinois at Chicago. Xin is a nominated appointee for New Zealand King Salmon shareholder China Resources Ng Fung Limited, and the Board has therefore determined that she is not an independent director. ORDINARY RESOLUTION 5: INCREASE IN THE FEE POOL OF DIRECTORS FEES This resolution seeks shareholder approval to increase the maximum aggregate amount of remuneration ( fee pool ) that may be paid each year to the Directors of NZKS for their services as Directors by $65,000 per annum, from $400,000 per annum to $465,000 per annum, taken together. Shareholder approval is required under NZX Listing Rule 3.5.1. next Annual Shareholders Meeting. If shareholders approve resolution 5, the increased fee pool will apply until such time as this amount may be further altered by an ordinary resolution of shareholders. The Board reviews its fees to ensure NZKS non-executive Directors are fairly remunerated for their services, recognising the level of skill and experience required to fulfil the role and to enable NZKS to attract and retain talented non-executive Directors. The process involves benchmarking against a group of peer companies. The fee pool is to be divided amongst the Directors at the discretion of the Board. The current annual Directors fees, set prior to NZKS listing are as follows: Chairman $95,000 (including Committee responsibilities) Non-executive Directors $55,000 Chairman of the Audit & Risk Management Committee $10,000 Chairman of the Nominations & Remuneration Committee $5,000 Audit & Risk Management Committee Member $5,000 Nominations & Remuneration Committee Member $2,500 NZKS will disregard any votes on Ordinary Resolution 5 by: 1. Any Director of NZKS; and 2. Any Associated Person of any Director of NZKS,except where any such vote is cast by the Director or one of their associates as proxy for a person who is entitled to vote and the Director or that associate votes in accordance with express instructions to vote for or against a particular resolution on the proxy form. This increase reflects the appointment of an additional Director during the 2017 financial year and provides the Board with a remuneration fee pool considered appropriate to remunerate a Board of six non-executive Directors, including for associated committee work. If resolution 4 (Election of Xin Wang as a Director) is not passed by shareholders, the Board does not intend to put resolution 5 to the meeting. The existing fee pool of $400,000 was approved prior to NZKS initial public offering and listing in 2016. Actual Board fees paid during the 2017 financial year were $364,515, with the current fees applying from the time of listing, and including fees paid to Jack Porus and Paul Steere for additional work required in preparation for the initial public offering. The aggregate remuneration paid to non-executive Directors and the manner in which it is apportioned amongst Directors is currently reviewed annually, with any proposed increase in the aggregate pool put to shareholders for approval at NZKS
ATTENDANCE & 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 in person. Your rights to vote may be exercised by: a) Attending and voting in person; or b) Postal or online voting: The Board has determined that postal voting is permitted. Postal voting instructions are included in the Voting Form which accompanies this Notice of Annual Meeting. You can cast a postal vote online, or complete and send the Voting Form by post or fax so that your vote is received by the share registrar no later than 1:00pm on Sunday 5 November 2017. The Chief Financial Officer, Andrew Clark, has been authorised by the Board to receive and count postal votes at the meeting. c) Appointing a proxy (or representative) to attend and vote in your place: The proxy need not be a shareholder of the Company. The form of appointment of a proxy and voting instructions accompany this Notice of Annual Meeting. You can appoint a proxy online or complete the Voting Form, including the proxy appointment and return the proxy Voting Form by post or fax so that it is received by the share registrar by no later than 1:00pm on Sunday 5 November 2017. 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 5. 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. THE ADDRESS FOR THE SHARE REGISTRAR: Computershare Investor Services Limited Private Bag 92119 Auckland 1142, New Zealand Level 2, 159 Hurstmere Road Takapuna, Auckland 1142, New Zealand ELIGIBILITY TO VOTE Any shareholder whose name is recorded in the NZKS share register at 5pm on Friday 3 November 2017 is entitled to attend the Annual Meeting and vote either in person or by proxy (subject to the time limits for returning 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. RSVP and questions in advance of the meeting Please fill out and return the RSVP form by 31 October 2017 by using the enclosed pre-paid envelope if you are planning to attend the Annual Meeting. To assist NZKS Board to provide answers to questions from shareholders, NZKS is offering a facility for shareholders to submit questions in advance of the Annual Meeting on the RSVP form. 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 NZKS. Individual responses to questions will not be provided, but the Chairman will, at the Annual Meeting, endeavour to address commonly raised questions. Alternatively, you can email your questions to: investor@kingsalmon.co.nz