Scott Technology : ANNREP / 2016 Annual Report

PROXY FORM & VOTING PAPER FOR ANNUAL MEETING

CSN/Shareholder Number:

The 2016 Annual Meeting of shareholders of Scott Technology Limited will be held at: Scott Technology Limited, 10 Maces Road, Christchurch on Thursday 1 December 2016 commencing at 4:00p.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:

[e-mail]

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: [phone]

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.

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

of or failing him/her

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 1st day of December 2016 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

For Against Abstain Proxy Discretion

If this proxy is to be used in favour of, against, or to abstain from, any particular resolution or resolutions, please so indicate byplacing 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 - Mark Waller

   That Mr Mark Waller be re-elected as a Director.

2. Election of Director - Brent Eastwood

   That Mr Brent Eastwood be elected as a Director.

3. Election of Director - Edison Alvares

   That Mr Edison Alvares be elected as a Director.

4. Election of Director - Andre Nogueira

   That Mr Andre Nogueira be elected as a Director.

5. Auditor

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

   For explanatory notes, refer Notice of Meeting

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

   Security holder1 Security holder2 Security holder3

   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.

   NOTICE OF ANNUAL MEETING

   Notice is hereby given that the 2016 Annual Meeting of Shareholders of Scott Technology Limited will be held at Scott Technology Limited, 10 Maces Road, Christchurch, on Thursday 1 December 2016 commencing at 4:00p.m.

   ORDINARY BUSINESS

6. 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 2016.

7. Election of Director - Mark Waller (Resolution 1)

   To re-elect and confirm the appointment of Mr Mark Waller as a Director.

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

8. Election of Director - Brent Eastwood (Resolution 2)

   To elect and confirm the appointment of Mr Brent Eastwood as a Director.

   In accordance with the Company's constitution, Mr Brent Eastwood was appointed by the Board during the year and automatically retires at the annual meeting. Being eligible, Mr Brent Eastwood offers himself for election. Mr Brent Eastwood represents JBS Australia Pty Limited and is therefore not an Independent Director in terms of the NZSX Listing Rules.

9. Election of Director - Edison Alvares (Resolution 3)

   To elect and confirm the appointment of Mr Edison Alvares as a Director.

   In accordance with the Company's constitution, Mr Edison Alvares was appointed by the Board during the year and automatically retires at the annual meeting. Being eligible, Mr Edison Alvares offers himself for election. Mr Edison Alvares represents JBS Australia Pty Limited and is therefore not an Independent Director in terms of the NZSX Listing Rules.

10. Election of Director - Andre Nogueira (Resolution 4)

    To elect and confirm the appointment of Mr Andre Nogueira as a Director.

    In accordance with the Company's constitution, Mr Andre Nogueira was appointed by the Board during the year and automatically retires at the annual meeting. Being eligible, Mr Andre Nogueira offers himself for election. Mr Andre Nogueira represents JBS Australia Pty Limited and is therefore not an Independent Director in terms of the NZSX Listing Rules.

11. Auditor (Resolution 5)

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

    OTHER BUSINESS

12. To consider such other business as may be properly submitted to the meeting. By Order of the Board

13. G W Chiles

    Chief Financial Officer 28 October 2016

    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.

    EXPLANATORY NOTES:

14. Resolutions 1-5 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.

15. Resolutions 1, 2, 3 and 4 (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 NZX Listing Rules require that one-third of the remaining directors retire by rotation at each annual meeting (on the basis that they may seek re-election if they wish). No nominations for directors were received from shareholders. The Board unanimously recommends that shareholders vote in favour of the re-election of Mr Mark Waller, and the election of Mr Brent Eastwood, Mr Edison Alvares and Mr Andre Nogueira as directors of Scott Technology Limited.

16. Resolution 1: Election of Director Mr Mark Waller

    Mark Waller was Chief Executive and Managing Director of EBOS Group Limited from 1987 to 30 June 2014, and was appointed Chairman of that company in October 2015. Mark Waller was the recipient of the Leadership Award in the 2014 INFINZ Industry Awards and the Chief Executive of the Year Award at the Deloitte Top 200 Business Awards in 2011.

17. Resolution 2: Election of Director Mr Brent Eastwood

    Brent Eastwood was appointed Chief Executive Officer of JBS Australia in September 2012. Prior to this he was Chief Operating Officer for JBS Australia (Northern). Brent Eastwood has extensive international experience in business leadership, and the sales and marketing of animal protein. He has worked in executive roles within JBS USA including Head of JBS Trading Worldwide, Vice-President Beef Sales USA and President of JBS Carriers USA. His prior experience in Australia included time with JBS' predecessor company, Australia Meat Holdings, as General Manager of AMH Trading Division for five years, eight years in meat trading with the DR Johnson Group and three years as CEO of the ConAgra Trade Group in Sydney. Brent Eastwood entered the meat industry in New Zealand in 1984 and spent five years in management roles including Production, Quality Assurance, Cold Storage, Operations and Payroll.

18. Resolution 3: Election of Director Mr Edison Alvares

    Edison Alvares has over 20 years experience in major companies within Brazil and on a global scale. He holds an Economics degree and Business Administration degree, and concluded his Executive Master of Business Administration (EMBA) in 2015 at Queensland University of Technology (QUT). His area of expertise is Finance and Controlling. For the past nine years Edison Alvares has led the Finance and Administration team of JBS Australia, from the first stages of JBS's ownership and expansion in 2007, through to the consolidated business today of over 13,000 employees and revenue in excess of AU$7b. Prior to joining JBS in 2005 in Brazil, he was employed in finance and controlling roles within the telecommunications and capital goods sectors.

19. Resolution 4: Election of Director Mr Andre Nogueira

20. Andre Nogueira is President and Chief Executive Officer of JBS USA, the North American and Australian subsidiary of JBS SA, and the second largest global food company, being appointed on 1 January 2013. JBS USA also holds a majority interest in Pilgrim's Pride, the second largest poultry company in the U.S. Andre Nogueira began his career with JBS in 2007, serving as Chief Financial Officer through 2011. He then served as CEO of JBS Australia throughout 2012. Prior to working for JBS, Andre Nogueira worked for Banco do Brasil in corporate banking positions in the U.S. and Brazil. Andre Nogueira currently serves on the Pilgrim's Pride Corporation Board of Directors, the North American Meat Institute (NAMI) Board of Directors, the NAMI Executive Committee and Rabobank's North American Agribusiness Advisory Board. He has an MBA from Funcado Don Cabral, a Master's in Economics from Brasilia University, a B.A. in Economics from Federal Fluminese University, and has completed the Chicago Booth Advanced Management Program.