Zespri Annual Meeting
The Zespri Group Limited Annual Meeting will take place on Thursday 21 August 2025 at 1pm at Mercury Baypark Arena. Find out more information here.
The Zespri Group Limited (Company) Annual Meeting will be held on Thursday 21 August 2025 at 1pm at Mercury Baypark Arena. The Annual Meeting will also be available to attend virtually and those attending online will be able to ask questions and vote remotely. Find out more information on the event page here.
Below we have outlined all relevant information for the meeting, including nomination forms and voting information. If you are a shareholder you will be sent a letter with this information.
Zespri Board – Director Vacancies
At the Company’s 2025 Annual Meeting, the following directors of the Company will retire as provided for in the Company’s constitution:
- Paul Jones (Vacancy 1 – Director)
- Jonathan Mason (Vacancy 2 – Independent Director)
- Craig Thompson (Vacancy 3 – Director)
Jonathan Mason and Craig Thompson are both standing for re-election. Paul Jones is not standing for re-election, and the Board extends its thanks to Paul for his contribution to Zespri and the industry.
The Company is now calling for nominations to fill Vacancies 1 and 3. Every nomination must:
- indicate the vacancy the person is nominated to fill;
- be in writing (scanned copies accepted);
- be signed by two Company shareholders (one as nominator, and one as seconder) and include their shareholder numbers;
- be signed by the person nominated and include a confirmation from the person nominated that they are eligible to be a non-
- Independent Director (i.e. confirm they have a Disqualifying Relationship as that term is defined in the Company’s constitution);
- include a biography for circulation to shareholders no longer than one page (A4); and
- be received by the Company by 5pm, Friday 13 June 2025, at its registered office or by email to legal@zespri.com.
With Jonathan Mason being recommended by the Board for re-election as an Independent Director, and in accordance with the Company constitution, the company is not calling for nominations for Vacancy 2.
Director Remuneration Committee
The Company’s Director Remuneration Committee reviews director remuneration and makes recommendations to shareholders at the Company’s Annual Meeting each year. The terms of reference of the Director Remuneration Committee were recently amended to split oversight of director remuneration and progressing governance development initiatives across two committees/working groups.
As the Director Remuneration Committee will only be considering director remuneration, the number of shareholder members was reduced from three to two, which means that there is no requirement to fill a shareholder member vacancy at the 2025 Annual Meeting.
A copy of the terms of reference for the Director Remuneration Committee can be obtained by contacting Zespri Grower Services Centre.
Director Nomination Form
The Director Nomination Form is now available for interested growers to download and complete.
Director nominations must be received by the Company by 5pm, Friday 13 June 2025. Please note, late nominations will not be accepted. Nominations should be sent to the Board Secretary, Zespri Group Limited by:
email to legal@zespri.com; or
physical delivery to 400 Maunganui Road, Mount Maunganui 3116, New Zealand; or
post to PO Box 4043, Mount Maunganui 3149, New Zealand.
Voting by Corporate Shareholders
If your Zespri shares are held in the name of a company or other incorporated entity and you wish to vote at the Company’s Annual Meeting, the company or other incorporated entity must by 1pm on Tuesday 19 August 2025, either:
- vote in advance; OR
- appoint a representative (proxy) to attend and vote at the Annual Meeting.
This can be done online at investorvote.co.nz or by returning the completed Voting and Proxy Form before the above deadline to Computershare Investor Services Limited, Private Bag 92119, Victoria Street West, Auckland 1142, New Zealand or by emailing it to corporateactions@computershare.co.nz.
Incorporated entities are generally those entities which have legal names ending in terms such as Limited, Incorporated, Inc., Ltd., even if you conduct business using a trading name which does not include such a term. If you are unsure as to whether you are required to appoint a proxy to vote at the Annual Meeting, please contact our Zespri Grower Services Centre.
Voting Rights
The number of votes which a shareholder may cast is one vote per ordinary share or one vote per tray of the shareholder’s historical production average, whichever is the lesser, in accordance with clause 20 of the Company’s constitution.
Shareholders will receive a shareholder statement. Please check the data on the shareholder statement and contact Zespri if anything appears to be incorrect. In particular, if your statement identifies you as a “dry shareholder” (non-Producer) with a voting cap of zero but you believe you are not a dry shareholder, please contact Zespri as soon as possible.
A provisional voting cap will be calculated in July and included on your Voting and Proxy Form, with a final voting cap calculated on or about 14 August 2025. We request that any inaccuracies are reported no later than 1 August 2025 to allow time to make any necessary amendments before calculating the final voting cap for the 2025 Annual Meeting. You will not receive an updated final voting cap, but the voting figures will be updated at this time to reflect your actual voting entitlement, even if you have already voted.
If you wish to vote on resolutions at the Annual Meeting, you should consider whether your shares and production are held by the same legal entity. If your shares are held in a different legal entity than your orchard ownership/production, then you will not be entitled to vote. If you lease an orchard and your lease is due to expire, this may also affect your ability to vote.
If you are unsure as to whether your shares and production are held by the same legal entity, or you need to update your lease details, please contact Zespri Grower Services Centre by 1 August 2025.
If you have any queries, please contact Zespri Grower Services Centre or email shares@zespri.com.
Annual Report Request Form
Zespri will be producing an Annual Report for shareholders free of charge. This will be available online via the Zespri website or on Canopy here. A printed copy will only be provided to shareholders who elect to receive one. Please refer to the Annual Report Request Form for full instructions on how to opt-in to receive a printed version.
Address Details
When you receive your shareholder letter, please take the opportunity to check the mailing details are accurate and up-to-date. If you do not receive the letter in the next week, it may mean your address details are incorrect. It’s important these details are correct as we will send your Annual Meeting pack to you using these details in July.
Please note the mailing details held by Computershare may differ from those held by Zespri. If changes are required, please contact Computershare by calling +64 9 488 8777 or by email to enquiry@computershare.co.nz.
Further information
Formal notice of the Company’s Annual Meeting, including the list of nominees standing for each director vacancy, voting and proxy forms, and additional voting information will be sent to shareholders mid-July.
Need to contact Zespri Grower Service Centre? You can reach out to them on 0800 155 355 or by email to contact.canopy@zespri.com.
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