MEETING: KRK: Notice of Shareholders Annual General Meeting

20 Jan 2010 4:54 pm

KRK 20/01/2010 MEETING

REL: 1654 HRS Kirkcaldie & Stains Limited

MEETING: KRK: Notice of Shareholders Annual General Meeting

Market Announcement- Annual General Meeting of Shareholders

Notice is hereby given that the annual meeting of shareholders of Kirkcaldie & Stains Limited will be held at:

The Wellington Club 88 The Terrace Wellington

on Tuesday, 16 February 2010 at 6.30pm.

BUSINESS:

The business of the meeting will be:

Financial statements and reports

To receive and consider the annual report including the financial statements and the audit report for the year ended 31 August 2009.

Chairman's address

Managing Director's report

Shareholder discussion

Resolutions

1. Re-election of Mrs Jennifer Grace (Terri) O'Brien as a director.

The constitution of the company requires that one third of the directors (excluding one executive director) retire each year. There are currently four non-executive directors. Mrs Jennifer Grace (Terri) O' Brien will retire at the meeting in accordance with the rotation rules noted in NZX listing rule 3.3.8.

Mrs O'Brien has indicated that she wishes to be considered for re-election.

To consider, and if thought fit, to elect Mrs Jennifer Grace (Terri) O'Brien as a director of the company by passing the following ordinary resolution:

"That Mrs Jennifer Grace (Terri) O'Brien be re-elected as a director of the company."

See explanatory notes.

2. Election of Mr Falcon Robert Storer Clouston as a director.

Mr Falcon Robert Storer Clouston was appointed as a Director of the Board on 15 June 2009.

NZSX Listing Rule 3.3.3 requires that the appointment of a director by the board must be confirmed at the next annual general meeting. Mr Falcon Robert Storer Clouston duly retires and, being eligible, offers himself for election. The board considers Mr Falcon Robert Storer Clouston to be an independent director.

To consider, and if thought fit, to elect Mr Falcon Robert Storer Clouston as a director of the company by passing the following ordinary resolution:

"That Mr Falcon Robert Storer Clouston be elected as a director of the company."

See explanatory notes.

3. Auditors

To record that the company's auditors PricewaterhouseCoopers are automatically reappointed as auditors pursuant to Section 200 of the Companies Act 1993 and to consider and, if thought fit, to pass the following ordinary resolution:

"That the directors be authorised to fix the remuneration of the auditors."

Other business

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

By order of the board of directors

K L Cole o Company Secretary 18 January 2010

Explanatory Notes

Resolution 1 - Re-election of Mrs Jennifer Grace (Terri) O'Brien

Jennifer Grace (Terri) O'Brien is currently a director of the company and retires by rotation in accordance with NZSX Listing Rule 3.3.8. Jennifer Grace (Terri) O'Brien, being eligible, offers herself for re-election. The board considers Jennifer Grace (Terri) O'Brien to be an independent director.

Jennifer Grace (Terri) O'Brien joined the board on 22 October 2003 and was the first female director of the company. She has a long association with the company having been personnel manager for sixteen years until retiring in September 2000. She had previously gained broad experience in management, recruitment and human resources in both the public and private sectors. Jennifer Grace (Terri) O'Brien has extensive knowledge of retail. She has been an assessor and moderator with the Retail Industry Training Organisation.

Resolution 2 - Election of Falcon Robert Storer Clouston as a director

Falcon Robert Storer Clouston was appointed as a director by the board on 15 June 2009. NZSX Listing Rule 3.3.3 requires that the appointment of a director by the board must be confirmed at the next annual meeting. Falcon Robert Storer Clouston duly retires and, being eligible, offers himself for election. The board considers Falcon Robert Storer Clouston to be an independent director.

Falcon Robert Storer Clouston has over 30 years experience in the financial services industry as a merchant banker and stockbroker. During this period he has been a member of the New Zealand Stock Exchange, member of the Government taskforce on private provision for superannuation and a member of the New Zealand Securities Commission. Currently he is a member of the New Zealand Stock Exchange Disciplinary Board and the ICANZ Appeals Council. Falcon Robert Storer Clouston is the Chairman of Advice First Ltd. Falcon Robert Storer Clouston is a Director of Landcorp Farming Ltd, Perpetual Capital Funds Management Ltd, Palliser Wines of Martinborough Ltd, Abacus Biotech Ltd and a Trustee of the New Zealand Red Cross. Falcon Robert Storer Clouston is a Fellow of the Institute of Directors. End CA:00190331 For:KRK Type:MEETING Time:2010-01-20:16:54:40

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