Livestock Improvement : Notice of Meeting

NOTICE OF 2023

ANNUAL

MEETING

12th October 2023 - 5.00pm

To be held at: Hotel Ashburton, 11/35 Racecourse Road, Allenton, Ashburton 7700 and online at www.lic.co.nz/annualmeeting

There's always room for improvement

Invitation

An invitation is extended to all

Shareholders to join the LIC Directors, Shareholder Reference Group Members and Senior Staff for refreshments and Dinner to be held at the conclusion of the Annual Meeting. Colin Glass, Chief Executive of Dairy Holdings will be our

guest speaker.

For catering purposes, Shareholders are requested to register their attendance at the Dinner by Monday 2 October 2023.

Visit www.lic.co.nz and login to

'Shareholder Services' - you can find the link at the top of the home page. On the left hand side select 'Annual Meeting Registration" from the bottom of the menu. Fill in the form and click 'submit'.

Confirmation of your registration will be forwarded to the nominated email address entered on the registration form.

Alternatively send an email to

[e-mail] with your Name, Participant Code and the number of people attending the dinner.

Contents

Introduction	4
Notice of Meeting	5
	Resolutions	5
	Explanatory Notes	9
	NZX Waivers, Rulings and Non-Standard
	Designation Eligibility to Vote and Required	48
	Approvals
	How to Cast a Vote	49
Disclosures of financial assistance	52
as required under the Companies
Act 1993
Glossary	56
Schedule 1	58
Summary of the Changes to the
Constitution
Directory	66

Compliance with NZX listing rules

NZ RegCo has reviewed the form of this Notice of Meeting but neither it nor NZX take responsibility for its contents.

Defined terms

Unless otherwise indicated, capitalised terms used in this document have the specific meaning given to them in the Glossary on page 00 of this document.

Enquiries

If you have any questions about the number of shares you hold in LIC, or how to vote or complete the Voting Form, please contact the Election Helpline on 09 375 5998

Introduction

The business to be conducted at this Annual Meeting consists of two parts: the usual business conducted at each annual meeting (or "Business as Usual" matters), and the proposed changes to the Constitution.

The "Business as Usual" matters are set out in Part A of the Notice of Annual Meeting and comprise the following matters:

1. Presentation of annual financial statements and associated reports
2. Approval of LIC Directors' Remuneration
3. Approval of LIC Shareholder Reference Group Remuneration
4. Reappointment of KPMG as external auditor
5. Election of one Elected Director for the North Island Region
6. Election of one Elected Director for the South Island Region
7. The re-appointment of Sophie Haslem as an Appointed Director
8. Election of two Shareholder Reference Group (SRG) members for the Lower North Territory
9. Re-electionof Ian Brown to the Honoraria Committee
10. Re-electionof Gordon Glentworth to the Honoraria Committee

In relation to the resolution contemplated by (h) above, the Company reminds Shareholders that in accordance with clause 23.1 of the Constitution, the Board amended the Rotation Schedule at its February 2023 Board meeting. The schedule was last amended in 2020 following shareholder approval of changes to LIC's governance and representation arrangements. While reducing the times shareholders would be asked to vote for members of the SRG (to two years out of every three) it left the potential for half of the SRG to be replaced in a year. The recent changes to the rotation schedule begin this year, and we have two positions up for election. The terms of office vary: one for a two-year term and one for a three-year term. From 2024, there will be no more than four SRG positions up for election or appointment each year.

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Part B of the meeting will deal with proposed changes to the Constitution. The relevant changes have been grouped by type together and will be passed as three separate resolutions.

The above matters are presented in the Notice of Meeting, with further details provided in the following Explanatory Notes.

Notice of Annual Meeting

Notice is given that the 2023 Annual Meeting of the Shareholders of Livestock Improvement Corporation Limited will be held at the Hotel Ashburton, 11/35 Racecourse Road, Allenton, Ashburton 7700 commencing at 5.00pm on Thursday 12 October 2023, with registration commencing at 4.00pm. The meeting will be a hybrid meeting, meaning that Shareholders will also have the option of participating online at www.lic.co.nz/annualmeeting.

Part A: Business as Usual Matters

Item 1: Presentation of annual financial statements and associated reports

To receive and consider the Company's Financial Statements for the year ending 31 May 2023 and the associated Directors' and auditor's reports, all as set out in the Annual Report.1

Item 2: Resolution 1: Approval of LIC Directors' Remuneration

To receive and consider the LIC Honoraria Committee's recommendation as to Directors' remuneration, and if thought fit, to resolve by way of ordinary resolution to:

"Approve the total remuneration of all nine Directors to be a maximum of $723,000 per annum."

1 Available on LIC's website (www.lic.co.nz/shareholders/annual-reports) or on request, phone [phone].

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