Notice of Annual Meeting and Proxy / Voting Form

Notice of Annual Meeting of Shareholders
Monday, 20 December 2021
Sanford Limited (the Company) gives notice that its Annual Meeting of Shareholders will be held as an
online virtual meeting only on Monday, 20 December 2021 commencing at 2.00pm.
Covid-19 Implications – Virtual Meeting Only
As the safety of our team and shareholders is our number one priority, Sanford has made the decision
that holding the Annual Meeting virtually provides the safest option as a consequence of the Covid-19
pandemic. The in-person option for the Annual Meeting at Eden Park has been cancelled. Shareholders
will only be able to attend the meeting on-line using a smartphone, tablet or computer where you will
be able to view a live webcast of the meeting, ask questions and submit your votes in real time. For
information on how to attend the Annual Meeting online, please refer to the notes and Virtual Meeting
Guide below.
The business of the meeting will be:
1. Chairman’s Introduction
2. Chief Executive Officer’s Review
3. Financial Statements and Reports
To receive and consider the Financial Statements of the Company for the year ended 30 September 2021
together with the Directors’ and Auditor’s report to Shareholders.
4. Resolutions
To consider and, if thought fit, to pass the following ordinary resolutions:
Resolution 1: Election of Mark Cairns: That Mark Cairns, appointed by the Board as a director effective
1 July 2021 and who retires and is eligible for election, is elected as a director of the Company.
Resolution 2: Re-election of Abigail Foote: That Abigail Foote, who retires by rotation and is eligible for
re-election, be re-elected as a director of the Company.
Resolution 3: Re-election of Robert McLeod: That Robert McLeod, who retires by rotation and is eligible for
re-election, be re-elected as a director of the Company.
Resolution 4: Election of Craig Ellison: That Craig Ellison, who has been nominated by the current members
of the Board (as shareholders of the Company) in accordance with NZX Listing Rule 2.3, be
elected as a director of the Company.
Resolution 5: Auditor: To authorise the Directors to fix the fees and expenses of the Auditor.
Refer to the explanatory notes on page 2 for further details on these resolutions.
5. General Business
To consider such other business as may be properly raised at the meeting.
D C McIntosh
General Manager Corporate Affairs
18 November 2021
1

Procedural Notes
Persons Entitled to Vote
The persons who will be entitled to vote at the Annual Meeting are those persons registered as holding ordinary
shares on the Company’s share register at 5:00pm on Friday, 17 December 2021.
No shareholder is restricted from voting on Resolutions 1 to 5 under the NZX Listing Rules.
Ordinary Resolutions (Resolutions 1, 2, 3, 4 and 5)
Each of Resolutions 1, 2, 3, 4, and 5 is an ordinary resolution. In order for an ordinary resolution to be passed,
it must be approved by a simple majority of the votes of those shareholders entitled to vote and voting on the
resolution.
Proxy / Postal Voting
A shareholder entitled to attend and vote at the Annual Meeting is entitled to:
• appoint a proxy to attend and vote instead of the shareholder; or
• cast a postal vote instead of attending in person or appointing a proxy.
A Proxy/Voting Form is enclosed with this Notice of Annual Meeting. To be effective, the Proxy/Voting Form must be
deposited with the Company in accordance with the instructions on the form not later than 2pm, 18 December 2021.
A shareholder may appoint “The Chair of the Meeting” as Proxy. Where a direction is not given to the Chairperson as
to how to cast the vote on any Resolution (an undirected proxy), the Chairperson intends to vote in favour of
Resolutions 1-5. If, in appointing a proxy (i.e. you mark any of the PROXY DISCRETION boxes or the YES box in Step 1
of the Voting Form), you inadvertently do not name someone to be your proxy in Step 2 of the Voting Form, or your
named proxy does not attend the meeting, the Chairperson will be your proxy and will vote in accordance with your
express direction.
A proxy need not be a shareholder of the Company.
A corporation may appoint a person to attend the meeting as its representative in the same manner as that in which it
may appoint a proxy.
Explanatory Notes
Explanatory note 1 – Approval of appointment of director (Resolution 1)
In accordance with NZX Listing Rule 2.7.1, any director appointed by the Board during the year must retire from
office at the next annual meeting but is eligible for election at that meeting. Mark Cairns, being a director who was
appointed by the Board during the year, accordingly retires from office. Being eligible, Mark Cairns has offered
himself for election.
The Board considers that Mark Cairns will be an independent director for the purposes of the NZX Listing Rules if
elected to the Board.
Mark has extensive commercial experience, including significant exposure to capital markets, gained from his
previous role for the last 16 years as Chief Executive of NZX listed Port of Tauranga – New Zealand’s largest and
most successful port. He has a First-Class Honours Degree in Civil Engineering, a Degree in Business Studies, and a
Master of Management. He is a Fellow of Engineering New Zealand and a Member of the Institute of Directors.
Mark describes himself as an accomplished fisherman and is passionate about sustainability, maintaining and
enabling healthy oceans. Mark is also currently a director of Meridian Energy Limited and Freightways Limited.
2

The Board unanimously supports the election of Mark Cairns and recommends that shareholders vote in favour
of Resolution 1.

Explanatory note 2 – Re-election of director (Resolution 2)
In accordance with NZX Listing Rule 2.7.1, a director must not hold office (without re-election) past the third annual
meeting following that director’s appointment or 3 years, whichever is longer.
Accordingly, Abigail Foote is required to retire (having held office since 2018 as an independent director of the
Company). Being eligible, Abigail Foote has offered herself for re-election.
The Board considers that Abigail (Abby) Foote will be an independent director for the purposes of the NZX Listing
Rules if elected to the Board.
With qualifications in both law and accounting, Abby’s career has encompassed both disciplines, focusing on
corporate finance and commercial transactions. She has experience in a number of diverse areas including mergers
and acquisitions, treasury and structured finance transactions, and telecommunications. She also has experience
in managing large projects and in strategic development and implementation.
Abby is a professional director with over 12 years’ experience as a director, including both NZX and Crown
companies. Abby is currently chair of Z Energy Limited and a director of Freightways and Kathmandu Holdings
Limited. Abby’s previous governance roles include TVNZ, Transpower New Zealand Limited, Museum of New Zealand
Te Papa Tongarewa, the New Zealand Local Government Funding Agency Limited (LGFA) and Livestock Improvement
Corporation Limited (LIC).
The Board unanimously supports the re-election of Abigail Foote and recommends that shareholders vote in favour
of Resolution 2.

Explanatory note 3 – Re-election of director (Resolution 3)
In accordance with NZX Listing Rule 2.7.1, a director must not hold office (without re-election) past the third annual
meeting following that director’s appointment or 3 years, whichever is longer.
Accordingly, Robert McLeod is required to retire (having held office since 2018 as an independent director of the
Company). Being eligible, Robert McLeod has offered himself for re-election.
The Board considers that Robert McLeod will be an independent director for the purposes of the NZX Listing Rules
if elected to the Board.
Rob is also Chairman of Quayside Holdings Limited and a director of the Port of Tauranga Limited and Ngati Porou
Holding Company Limited.
Rob has had an extensive professional and governance career both within the accounting profession and various
public and private companies. His past directorships include ANZ National Bank, SkyCity Entertainment Group and
Telecom. He is a past Chairman of Aotearoa Fisheries Limited (now Moana), Sealord Group Limited and was a
Commissioner of the Waitangi Fisheries Commission. He has chaired and been a member of a number of
Government Task Forces and is also a past Chairman of the New Zealand Business Roundtable. His most recent
roles were as CEO of Ernst & Young Oceania (Australia, New Zealand and Pacific Islands) based in Sydney from 2010
to the end of 2014 and finally as the New Zealand Chairman for the 2015 calendar year prior to his retirement
from EY. In addition to his current governance responsibilities, he is also a barrister sole.
The Board unanimously supports the re-election of Robert McLeod and recommends that shareholders vote in
favour of Resolution 3.
3

Explanatory note 4 – Approval of appointment of director (Resolution 4)
Resolution 4 relates to the election of Craig Ellison as a director of the Company. Mr Ellison has been nominated by
the current members of the Board, as shareholders of the Company.
The Board considers it is appropriate to provide shareholders with some general background to the nomination of
Craig Ellison to become a director of the Company.
The Board welcomes the recent increase by Ngāi Tahu of its shareholding in the Company as a long-term iwi
investor and sees the synergistic opportunities such a relationship provides for the Company. The Board is also very
supportive of Ngāi Tahu director representation on the Company’s Board, and has had ongoing discussions with
Ngāi Tahu representatives about that representation since Ngāi Tahu acquired its shareholding. The Board
acknowledges and thanks Ngāi Tahu for its constructive approach to those discussions.
The Board unanimously supports the appointment of Mr Ellison and is excited about welcoming him to the Board,
should shareholder approval be given. In reaching its decision to support the nomination the Board has carefully
considered the skills matrix it has developed and the alignment of Mr Ellison’s skill set with that matrix. The Board
was supported in its consideration by the Nomination Committee, whose functions include ensuring that the Board
is composed of directors who contribute to the successful management of the Company and discharge their duties
diligently and effectively in accordance with all relevant law.
In accordance with NZX Listing Rule 2.3.2, any eligible person nominated for election as a director must be included
in the Notice of Meeting for election at that meeting. Being eligible, Craig Ellison has been nominated and has
offered himself for election.
The Board considers that Craig Ellison will not be an independent director for the purposes of the NZX Listing Rules,
if elected to the Board, because he is associated with a substantial product holder (Ngāi Tahu Investments Limited)
of the Company.
Craig has extensive experience in the seafood industry and governance across a wide range of sectors. Craig
transitions from his role as Chief Operating Officer to that of Chief Executive Officer for Ngāi Tahu Holdings
Corporation on December 1, 2021. As COO Craig has direct oversight of the Seafood, Property, Forestry, Farming
and Health, Safety and Wellbeing components of Ngāi Tahu Holdings Corporation. Craig remains the Chair of
Wellington Zoo, recipient of the inaugural WAZA Sustainability award, where he has served for six years.

His past roles show a long involvement and deep expertise in the fisheries and seafood sector including as Chair of
Seafood New Zealand, Chair of the Seafood Standards Council, as well as serving on the boards of the Fishing
Industry Association, Prepared Foods, Aotearoa Fisheries (in three different iterations including Moana), the
Sealord Group and numerous stakeholder organisations.

Through being the Chair of Seafood New Zealand, Craig also represented the sector on the Food and Fibre
Partnership Group, demonstrating his ability to work with multiple stakeholders in government.

He maintains a strong interest in governance, and Māori collaboration, and was a commissioner (and deputy chair)
of the Treaty of Waitangi Fisheries Commission (Te Ohu Kaimoana), which gave effect to the Māori fisheries
settlement enshrined in legislation in the Māori Fisheries Act of 1989. While there, Craig oversaw the creation of
Prepared Foods, New Zealand’s largest abalone operator and achieved excellent returns while chair. Craig was
also an advisory board member of Iron Duke Partners.

As well as his commercial acumen, Craig has demonstrated he is a champion of science. His abiding interest in and
promotion of the sciences was reflected in governance roles on the National Science Challenge: Science for
Technological Innovation and the Strategic Science Investment Fund Antarctic Platform. He also co-chaired, with
the Prime Minister’s Chief Science Advisor, the recent report on the future of commercial fishing in New Zealand.
4

He has previously served on the boards of Airways New Zealand, NIWA, and New Zealand Trade and Enterprise.

Craig graduated from Otago University with a Masters in Zoology, and he is a Taumutu member of the Otago
University School of Business. He was deeply involved in his family fishing company Otakou Fisheries in Dunedin.

Craig’s Ngāi Tahu whakapapa links are to Ōtākou, Puketeraki, Taumutu and Ngāi Tūāhuriri.
The Board unanimously supports the election of Craig Ellison and recommends that shareholders vote in favour
of Resolution 4.
Explanatory note 5 – Fixing of auditor’s fees and expenses (Resolution 5)
KPMG is automatically re-appointed as auditor under section 207T of the Companies Act 1993. Resolution 5
authorises the Board to fix the fees and expenses of the auditor.
Attending the Annual Meeting online
Shareholders can attend the meeting virtually through the Computershare Meeting Platform
https://meetnow.global/NZ.
To access the meeting, click ‘Go’ under the Sanford 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 enclosed Virtual Meeting Guide for more information. You will need the latest version of Chrome,
Safari, Edge or Firefox to access the meeting. Please ensure your browser is compatible.
Shareholders will require their CSN/Securityholder Number and postcode for verification purposes.
If you wish to appoint a proxy to attend online via the Computershare Meeting Platform on your behalf, please ensure
that you provide their contact details (phone and email) on the Voting Form.
5

Attending the meeting online
Our online meeting provides you the opportunity to
participate online using your smartphone, tablet or computer.
If you 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,
Edge or F irefox. Please ensure your browser is
compatible.
HOW TO PARTICIPATE IN VIRTUAL/HYBRID MEETINGS
Visit https://meetnow.global/nz
When successfully authenticated, the home screen
will be displayed. You can watch the webcast, vote,
ask questions, and view meeting materials in the
documents folder. The image highlighted blue
indicates the page you have active.
The webcast will appear and begin automatically
once the meeting has started.
Voting
Resolutions will be put forward once voting is
declared open by the Chair. Once the voting has
opened, the resolution and voting options will appear.
To vote, simply select your voting direction from the
options shown on screen. You can vote for all
resolutions at once or by each resolution.
Your vote has been cast when the green tick appears.
To change your vote, select ‘Change Your Vote’.
Q&A
Any eligible shareholder/proxy attending the meeting
remotely is eligible to ask a question.
Select the Q&A tab and type your question into the
box at the bottom of the screen and press 'Send'.
Navigation
Access
Access the online meeting at
https://meetnow.global/nz, and select the required
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 the 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 complete all the relevant fields
including title, first name, last name and email
address.
Please note, guests will not be able to ask questions
or vote at the meeting.
If you are a proxy holder:
You will receive an email invitation the day before the
meeting to access the online meeting. Click on the
link in the invitation to access the meeting.
Contact
If you have any issues accessing the website please
call +64 9 488 8700.

---

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
Notes
You may cast your vote in one of the three ways described below. You may
abstain from voting on one or more of the resolutions.
(1) Casting a postal vote
As a shareholder entitled to vote at the Annual Meeting you are entitled to vote
by postal vote. The Company’s share registrar, Computershare Investor Services
Limited, has been authorised by the Board to receive and count postal votes at
the Annual Meeting.
You can cast your postal vote online at www.investorvote.co.nz or by completing
the FOR, AGAINST or ABSTAIN boxes in ‘Step 1’ overleaf, signing this Proxy/Voting
Form and returning it to the share registrar in accordance with the instructions
above.
(2) Appointing a proxy
As a shareholder entitled to vote at the Annual Meeting, you are entitled to
appoint a proxy, or in the case of a corporate shareholder, a representative, to
attend and, if you have not cast a postal vote, vote on your behalf. A proxy need
not be a shareholder.
If you mark any of the PROXY DISCRETION boxes you must appoint a proxy for
your vote to be counted.
If you cast a postal vote, you may also appoint a proxy to attend the meeting
on your behalf by completing the YES box under the heading “Other Matters”
in 'Step 1' overleaf. The Chair of the meeting is willing to act as proxy for any
shareholder who wishes to appoint him for that purpose and intends to vote
proxies marked PROXY DISCRETION in favour of all Resolutions.
You may appoint your proxy online at www.investorvote.co.nz or by completing the
relevant sections of ‘Step 1’ and ‘Step 2’ overleaf, signing this Proxy/Voting Form and
returning it to the share registrar in accordance with the instructions above.
(3) Attending the Meeting Virtually
Shareholders can attend the meeting virtually through the Computershare
Meeting Platform https://meetnow.global/NZ. To access the meeting, click
‘Go’ under the Sanford 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 in the Notice of Meeting for more
information. You will need the latest version of Chrome, Safari, Edge or Firefox
to access the meeting. Please ensure your browser is compatible. Shareholders
will require their CSN/Securityholder Number and postcode for verification
purposes.
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/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 Proxy/Voting Form.
Companies
This Proxy/Voting Form must be signed by a duly authorised officer or
attorney of the company. Persons who sign on behalf of a company must
be acting with the company’s express or implied authority. Please sign in
the appropriate place and indicate the office held.
Comments & Questions
If you have any comments or questions for the Company, please write them
on a separate sheet of paper and return with this form.
Go online to lodge your proxy/vote, or turn over to complete the form
Proxy/Voting Form
Your secure access information
Control Number: CSN/Securityholder Number:
PLEASE NOTE: You will need your CSN/Securityholder Number and postcode or country of residence (if outside New Zealand) to
securely access InvestorVote and then follow the prompts to appoint your proxy and exercise your vote online.
www.investorvote.co.nz
Lodge your vote or appoint your proxy online, 24 hours a day, 7 days a week:
Smartphone?
Scan the QR code to vote now.
For your postal vote or proxy to be effective it must be received by Computershare by 2:00pm on Saturday 18 December 2021

Signature of Securityholder(s) This section must be completed.
Securityholder 1 Securityholder 2 Securityholder 3
Contact Name Contact Daytime Telephone Date
SIGN
For
Against
Proxy
DiscretionAbstain
YESNO
Notes
1. The full text of each of the resolutions is as set out in the Notice of Meeting.
2. If you mark any of the FOR, AGAINST or ABSTAIN boxes, your vote will be counted as a postal vote.
3. If you return this Proxy/Voting Form without marking any of the FOR, AGAINST, PROXY DISCRETION or ABSTAIN boxes for a particular resolution, you will be
deemed to have abstained from voting on that resolution and your votes will not be counted when calculating a majority for that resolution.
4. If you do not cast a postal vote and wish to appoint a proxy to vote on a resolution on your behalf, mark the PROXY DISCRETION box which relates to that
resolution. This means you are directing your proxy to decide how to vote on that resolution on your behalf.
5. In addition to casting a postal vote, you may also appoint a proxy to attend the meeting on your behalf by selecting YES above.
6. No voting restrictions apply in relation to Resolutions 1 to 5.
7. If, in appointing a proxy (i.e. you mark any of the PROXY DISCRETION boxes or the YES box in Step 1 of the Voting Form), you inadvertently do not name someone
to be your proxy in Step 2 of the Voting Form, 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.
hereby appointof
or failing him/her
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):
of
as my/our proxy/corporate representative to attend and, if applicable, exercise my vote at the Annual Meeting of Sanford Limited to be held online through
the Computershare Meeting Platform https://meetnow.global/NZ on Monday, 20 December 2021 commencing at 2.00pm and at any adjournment
of that meeting and to vote on any resolutions to amend any of the resolutions, on any resolution so amended and on any resolution proposed at the meeting (or
any adjournment thereof) so as to give effect to my/our intention as set out above.
Please note: If you do not plan to attend the meeting, you may cast a postal vote or appoint a proxy to vote on your behalf at the meeting.
If you mark any of the PROXY DISCRETION boxes or the YES box above you must appoint a proxy (but see Note 7 above for what will happen if you inadvertently do not
do so, or your proxy does not attend the meeting). This may be the Chair if you so wish.
I/We being a shareholder/s of Sanford Limited
Voting Instructions/Voting Form
STEP 1
Appointing a Proxy
STEP 2
Business
Resolution 1:Election of Mark Cairns.
Resolution 2:Re-election of Abigail Foote.
Resolution 3:Re-election of Robert McLeod.
Resolution 4:Election of Craig Ellison.
Resolution 5:To authorise the Directors to fix the fees and expenses of the Auditor.
Other Matters
I wish to appoint a proxy to attend the meeting on my behalf.
Shareholders can still attend the meeting electronically, even if they have appointed a proxy
(although they will not be able to vote if a proxy has been appointed).