Scott Technology Limited — Proxy Solicitation & Information Statement 2017

Oct 31, 2017

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PROXY FORM & VOTING PAPER FOR ANNUAL MEETING

CSN/Shareholder Number:

The 2017 Annual Meeting of shareholders of Scott Technology Limited will be held at: Scott Technology Limited, 630 Kaikorai Valley Road, Dunedin on Thursday 30 November 2017 commencing at 2:00p.m.

IMPORTANT:

If you are attending the Annual Meeting:

Bring this Proxy Form and Voting Paper intact.

If you are NOT attending the Annual Meeting but wish to be represented by a proxy:

Complete and sign the proxy form overleaf and lodge your proxy by following the instructions below.

LODGE YOUR PROXY:

Scan and Email:

m.aberhart@scott.co.nz Deliver: Scott Technology Limited 630 Kaikorai Valley Road Dunedin 9011

Mail:

Use the enclosed reply paid envelope or address to: Scott Technology Limited Private Bag 1960 Dunedin 9054 New Zealand General Enquiries: Phone: +64 3 478 8110

Please note:

1. A shareholder of the Company who is entitled to attend and vote may appoint a proxy to attend and vote on his/her behalf.

2. A proxy appointed by a Shareholder need not be a Shareholder of the Company.

3. Proxies must be lodged at Scott Technology Limited, Private Bag 1960, Dunedin 9054, New Zealand, not less than 48 hours before the time of meeting.

4. Joint holders should all sign this form. Companies should execute this form in accordance with the Companies Act 1993 or by an attorney duly authorised.

5. If this form is executed under Power of Attorney, a certificate of non-revocation of Power of Attorney should be completed. A copy of the Power of Attorney should be forwarded with this form if it has not already been noted by the Company.

Please also complete and sign the form overleaf.

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STEP 1: APPOINT A PROXY TO VOTE ON YOUR BEHALF (If not attending the Annual Meeting)

I/We being a shareholder/s of Scott Technology Limited, hereby appoint:

of

or failing him/her or failing him/her

of

the Chairman of the meeting

as my/our proxy to vote for me/us and on my/our behalf at the Annual Meeting of the Company to be held on the 30th day of November 2017 and at any adjournment thereof. Note: The Chairman of the meeting will be deemed to be your proxy if no proxy is specified or if your appointed proxy/proxies is/are unable to attend the meeting.

STEP 2: ITEMS OF BUSINESS - PROXY VOTING

If this proxy is to be used in favour of, against, or to abstain from, any particular resolution or resolutions, please so indicate by placing a tick ( ) in the appropriate box. Unless otherwise indicated, the proxy will vote as he or she thinks fit. Please note: if you mark the Abstain box for an item, you are directing your proxy not to vote on your behalf on a show of hands or a poll and your votes will not be counted in computing the required majority.

Resolutions

1. Election of Director - Stuart McLauchlan That Mr Stuart McLauchlan be re-elected as a Director.

2. Election of Executive Director - Chris Hopkins That Mr Chris Hopkins be re-elected as an Executive Director.

3. Auditor

That Deloitte be reappointed as auditor of the Company and the Directors be empowered to fix the auditor’s remuneration.

For	Against	Abstain	Proxy Discretion

For explanatory notes, refer Notice of Meeting

STEP 3: SIGNATURE OF SECURITY HOLDER(S) This section must be completed.

Security holder 1 Security holder 2 Security holder 3 or duly authorised officer or attorney or duly authorised officer or attorney or duly authorised officer or attorney

Contact Name Contact Daytime Telephone Date

Electronic Investor Communications:

If you receive the Notice of Meeting & Proxy by mail and wish to receive your future investor communications by email please provide your email address below.

For further information, please refer to the enclosed notice of meeting and explanatory notes.

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NOTICE OF ANNUAL MEETING

Notice is hereby given that the 2017 Annual Meeting of Shareholders of Scott Technology Limited will be held at Scott Technology Limited, 630 Kaikorai Valley Road, Dunedin, on Thursday 30 November 2017 commencing at 2:00p.m.

ORDINARY BUSINESS

1. Annual Report

• To consider and adopt the Report of the Directors, the Financial Statements and the Auditor’s Report for the year ended 31 August 2017.

2. Election of Director - Stuart McLauchlan (Resolution 1)

To re-elect and confirm the appointment of Mr Stuart McLauchlan as a Director.

In accordance with the Company’s constitution and the NZSX Listing Rule 3.3.11, Mr Staurt McLauchlan retires by rotation, and being eligible, offers himself for re-election. Mr Staurt McLauchlan is an Independent Director in terms of the NZSX Listing Rules.

3. Election of Executive Director - Chris Hopkins (Resolution 2)

To re-elect and confirm the appointment of Mr Chris Hopkins as an Executive Director.

In accordance with the Company’s constitution and the NZSX Listing Rule 3.3.9, Mr Chris Hopkins retires by rotation, and being eligible, offers himself for re-election. Mr Chris Hopkins is CEO and Managing Director of Scott Technology Limited and is therefore an Executive Director and not an Independent Director in terms of the NZSX Listing Rules.

4. Auditor (Resolution 3)

To record the reappointment of Deloitte as auditor of the Company and to authorise the Directors to fix the auditor’s remuneration.

OTHER BUSINESS

1. To consider such other business as may be properly submitted to the meeting.

By Order of the Board

G W Chiles Chief Financial Officer 24 October 2017

PROXIES

A shareholder entitled to attend and vote may appoint a proxy to attend and vote on his/her behalf. The proxy need not be a shareholder of the Company. An instrument appointing a proxy must be lodged with the Company, Scott Technology Limited, Private Bag 1960, Dunedin 9054, New Zealand not less than 48 hours before the time for holding the meeting. A proxy form is enclosed for the convenience of shareholders.

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EXPLANATORY NOTES:

1. Resolutions 1-3 are ordinary resolutions and are therefore required to be passed by a simple majority of the votes of those shareholders entitled to vote and voting on the resolutions.

2. Resolutions 1 and 2 (Election of Directors): The NZSX Listing Rules require any director appointed by the Board during the year to retire at the next annual meeting on the basis that they may seek election if they wish. In addition, the NZSX Listing Rules require that an Executive Director be appointed for a term not exceeding five years (but not precluding them being reappointed) and one-third of the directors to retire by rotation at each annual meeting (on the basis that they may seek re-election if they wish). Mr Christopher Staynes retires by rotation and is not seeking re-election.

No nominations for directors were received from shareholders. The Board unanimously recommends that shareholders vote in favour of the re-election of Mr Stuart McLauchlan as a Director and Mr Chris Hopkins as an Executive Director of Scott Technology Limited.

3. Resolution 1: Election of Director Mr Stuart McLauchlan

Stuart McLauchlan retires and seeks re-election in accordance with NZSX Listing Rule 3.3.11. Stuart McLauchlan is a Senior Partner of GS McLauchlan & Co, Business Advisors and Accountants, a prominent businessman and company director. Stuart McLauchlan is a Director of Scenic Circle Hotels Ltd, Dunedin Casinos Ltd, AD Instruments Pty Ltd, Ngai Tahu Tourism Ltd and several other companies. He is also Chairman of the NZ Sports Hall of Fame, Chairman of Dunedin International Airport Ltd, Chairman of Pharmac, Chairman of UDC Finance Ltd, Chairman of Otago Community Hospice and a Council Member of the University of Otago.

4. Resolution 2: Election of Executive Director Mr Chris Hopkins

Chris Hopkins is an Executive Director and retires and seeks re-election in accordance with NZSX Listing Rule 3.3.9. Chris Hopkins joined the Donaghys Group, which included Scott Technology Ltd, in 1994 as Corporate Services Manager. In 1996, he assumed responsibility for finance and administration for the Company and oversaw the transition to a public listed company in 1997. He was appointed a Director of Scott Technology Ltd in August 2001 and Managing Director in 2006. Chris Hopkins is also an independent Director of Oakwood Group Limited.