Kingfish Limited — AGM Information 2022

Jul 11, 2022

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NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

Notice is hereby given that the 2022 Annual Meeting of Shareholders of Kingfish Limited (“Kingfish” or “the Company”) will be held in Guineas Room 1, Ellerslie Event Centre, Greenlane, Auckland on Friday, 5 August 2022 and online via the Computershare Meeting Platform https://meetnow.global/nz, commencing at 10:30am.

If the Company is prevented from being able to hold the Annual Meeting in person on the Meeting Date as a result of COVID-19 restrictions, shareholders will only be able to join the meeting online at https://meetnow.global/nz. When participating online, shareholders will require their shareholder number, found on the enclosed proxy form, for verification purposes. Online participation details are set out below.

THE BUSINESS OF THE MEETING WILL BE:

A. Annual Report

To receive the annual report for the year ended 31 March 2022.

B. Resolutions

1. Election of New Director

To elect Fiona Oliver as a director of the Company.

In accordance with the governance requirements of the NZX Listing Rules and following the retirement of Alistair Ryan from the board, Fiona Oliver seeks election to the board.

The board unanimously supports the election of Fiona Oliver as an independent director. See Explanatory Note for Resolution 1 for further information.

2. Auditor Remuneration

To authorise the board to fix the remuneration of the auditor for the ensuing year.

See Explanatory Note for Resolution 2 for further information.

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C. General Business

To consider any other business that may properly be brought before the meeting.

Each of the resolutions being put to the meeting are proposed as ordinary resolutions and, to be passed, require approval at the meeting by a simple majority of the votes of those shareholders entitled to vote and voting on the resolution.

The board of Kingfish recognises that the Annual Meeting of Shareholders is an important forum at which shareholders can meet the board. We welcome your input and encourage you to submit any questions you may have in writing prior to the meeting to:

Kingfish Limited

Private Bag 93502, Takapuna, Auckland 0740 Phone +64 9 489 7094 enquire@kingfish.co.nz

On behalf of the board

Andy Coupe Independent Chair

The Ellerslie Event Centre is situated at 80-100 Ascot Ave, Greenlane. Car parking is provided at the venue.

Attendees will be required to comply with any Ministry of Health guidelines which may be in place at the time and any venue health and safety procedures.

PROCEDURAL NOTES

1. The only persons who are entitled to vote at the meeting are those shareholders whose names are recorded in the share register of the Company at 5.00pm on Wednesday 3 August 2022.

2. A shareholder may attend the meeting and vote or may appoint a proxy to attend the meeting and vote in place of the shareholder.

3. A proxy need not be a shareholder of the Company. If you appoint a proxy, you may either direct your proxy how to vote for you, or you may give the proxy discretion to vote as he or she sees fit. The Chair of the meeting is prepared to act as proxy. Any undirected votes in respect of a resolution, where the Chair (or any other director) is appointed as a proxy, will be voted in favour of the relevant resolution, other than when he or she is prohibited from voting on that resolution.

4. If you wish to appoint a proxy you should complete the proxy form which is enclosed with this notice of meeting. Proxy forms must be returned to the office of Kingfish’s share registrar, Computershare Investor Services Limited, either by email to corporateactions@computershare.co.nz, by delivery to Level 2, 159 Hurstmere Road, Takapuna, Auckland or by mail to Private Bag 92119, Victoria Street West, Auckland 1142, so as to be received not later than 10.30am on Wednesday 3 August 2022.

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EXPLANATORY NOTE FOR RESOLUTION 1 – ELECTION OF NEW DIRECTOR

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Fiona Oliver LLB, BA, CFInstD Independent director

Term of Office

Fiona Oliver was appointed to the board on 1 June 2022 and as required by the Company’s Constitution and the NZX Listing Rules must be elected by shareholders at the 2022 Annual Meeting.

Board Committees

Member of the Audit & Risk Committee Member of the Remuneration & Nomination Committee Member of the Investment Committee

Biography

Fiona Oliver is a professional director and her governance roles span a range of business sectors including renewable energy, natural gas, technology, and professional and financial services. She is a director of Barramundi and Marlin Global. Fiona is also a director (and audit committee chair) of Gentrack Group Limited, the First Gas Group, BNZ Life Insurance Limited and BNZ Insurance Services Limited. She is also a director of Freightways Limited and Wynyard Group Limited (in liquidation). Fiona’s Executive career was in the financial services sector in New Zealand and overseas. In New Zealand, her roles included Chief Operating Officer of Westpac’s investment arm, BT Funds Management, and General Manager of AMP NZ’s Wealth Management division. In Sydney and London, Fiona managed the Risk and Operations function for AMP’s private capital division. Prior to this, Fiona was a senior corporate and commercial solicitor in New Zealand and overseas, specialising in mergers and acquisitions. Fiona is a Chartered Fellow of the Institute of Directors and a member of Global Women. Fiona was awarded the Beacon Award by the New Zealand Shareholders Association in 2022 for her role as chair of the independent directors of Tilt Renewables Limited during the attempted takeover of this company in 2018. Fiona’s principal place of residence is Auckland.

The board considers that Fiona Oliver is an independent director for the purposes of the NZX Listing Rules. The board unanimously supports the election of Fiona Oliver.

EXPLANATORY NOTE FOR RESOLUTION 2 – AUDITOR REMUNERATION

PricewaterhouseCoopers is automatically re-appointed as auditor under section 207T of the Companies Act 1993. Under section 207S of the Companies Act auditor fees and expenses must be fixed in the manner determined at the annual meeting of shareholders. This resolution authorises the board to fix the remuneration of the auditor.

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ONLINE PARTICIPATION DETAILS

Provided COVID-19 restrictions do not prevent the Company from being able to hold the Annual Meeting in person on the Meeting Date, shareholders will be able to attend and participate in the Annual Meeting in person at Ellerslie. Shareholders may also choose to participate in the Annual Meeting online via the Computershare Meeting Platform https://meetnow.global/nz. However, if there exists uncertainty relating to the COVID-19 pandemic, or if Government restrictions mean that an inperson meeting cannot take place, the Company will need to move to a virtual only Annual Meeting. In those circumstances, the Company will provide shareholders with as much notice as is reasonably practical by way of an announcement to the NZX and details posted on the Company’s website.

In order to participate remotely, shareholders should visit https://meetnow.global/nz on their desktop or mobile device and click “Go” under the Kingfish 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 or Edge to access the meeting. Please ensure your browser is compatible.

If shareholders have any questions or need assistance with the online process, please contact Computershare on 0800 650 034 or +64 9 488 8777 (outside of NZ) between 8.30am and 5.00pm (NZ time) Monday to Friday.

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 as they otherwise would, by following the instructions on the proxy form and this Notice of Meeting.

Please note that not all questions may be able to be answered during the meeting. In this case, questions will be followed up after the meeting.

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

Shareholders will require their CSN/Securityholder Number, which can be found on their proxy form, for verification purposes.

The safety of our shareholders remains our key focus and if anyone is feeling unwell they must not attend the meeting in person.

The Annual Meeting will follow any Ministry of Health COVID-19 guidelines that exist at the time of the meeting.

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