Mainfreight Notice of Annual Meeting of Shareholders 2022

NOTICE OF MEETING & EXPLANATORY NOTES
MAINFREIGHT 2022 ANNUAL MEETING OF SHAREHOLDERS
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NOTICE of Meeting
Agenda
Chairman’s Address
Group Managing Director’s Address
Annual Report
To receive and consider the annual report of
the Company for the year ended 31 March
2022, including the f inancial statements for
that year and the directors’ and auditor’s
reports to shareholders.
Resolutions
To consider and, if thought f it, to pass the
following ordinary resolutions (which require
the approval of a simple majority of the
votes of those shareholders entitled to vote
and voting on the resolution in person or by
proxy or representative):
1. Re-election of Don Braid
That Don Braid, who retires at the annual
meeting and is eligible for re-election, be
re-elected as a Director of the Company (see
explanatory note).
2. Re-election of Simon Cotter
That Simon Cotter, who retires at the
annual meeting and is eligible for re-
election, be re-elected as a Director of
the Company (see explanatory note).
3. Re-election of Kate Parsons
That Kate Parsons, who retires at the
annual meeting and is eligible for re-
election, be re-elected as a Director of
the Company (see explanatory note).
4. Auditor
That the Directors be authorised to f ix
the fees and expenses of the auditor
(see explanatory note).
Other Business
To consider any other matters that may
lawfully be considered at the meeting.
By Order of the Board


BRUCE PLESTED, CHAIRMAN
28 JUNE 2022
Notice is given that the annual meeting of shareholders of Mainf reight
Limited (the “Company”) will be held at 4.00pm on Thursday, 28 July
2022 in the Level 4 Lounge, South Stand, Eden Park, Reimers Avenue,
Kingsland, Auckland, New Zealand.
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23
EXPLANATORY Notes
Note on Re-election of Directors
Tenure has become an increasing focus, in
recent times, in the consideration of director
independence. Mainf reight values its long-
standing directors, who continue to focus
their signif icant knowledge and experience
of the Company towards critically robust
discussion and strategic direction.
Director relationships with management are
reviewed as part of the Board’s wider annual
performance review process. Directors must
be ready to challenge management, not be
entrenched in their thinking, and be capable
of unbiased decision making.
The Board recognises the need for balance
and diversity at the Board table, and its more
recent director appointments have ensured
added perspective and a broader skill base.
The Board continues to look for suitable
director candidates who will add value to the
Company.
Resolution 1:
Re-Election of
Director
In accordance with
NZX Main Board
Listing Rule 2.7.1,
Don Braid retires
by rotation and
being eligible,
offers himself for
re-election.
The Board
unanimously recommends that
shareholders vote in favour of the re-election
of Don Braid. The Board considers that Don
Braid does not qualify as an independent
director.
Don Braid
Don has over 44 years’ experience in
the f reight industry, including 28 with
Mainf reight.
As Group Managing Director since 2000,
Don has led the business through an
extraordinary period of growth.
His leadership is underpinned by a strong
belief in Mainf reight’s global competency
and capabilities to provide high-quality
supply chain solutions for our customers. His
visits to our local and overseas operations
guide our teams to be sales-focused and
always aiming for operational excellence. He
is f iercely proud of the Mainf reight culture
seeing this as a key reason customers choose
Mainf reight over the competition.
Resolution 2:
Re-Election of
Director
In accordance with
NZX Main Board
Listing Rule 2.7.1,
Simon Cotter retires
by rotation and being
eligible, offers himself
for re-election.
The Board
unanimously
recommends that shareholders vote in
favour of the re-election of Simon Cotter.
He is considered by the Board to be an
independent director.
Simon Cotter
Simon has had a long association with
Mainf reight having served as the Company’s
main adviser for acquisitions, debt structure
and other matters since 2003 (through Grant
Samuel & Associates), prior to joining the
Mainf reight Board in 2013.
Simon brings strong f inancial skills and
business acumen to the role. He has an
in-depth knowledge of the business, which
supports wide-ranging discussion at the
Board table. He is the Chair of the Board’s
Audit Committee and a member of the
Remuneration Committee.
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4
ANNUAL MEETING of Shareholders
Meeting Details
Venue: Level 4 Lounge, South Stand
Eden Park, Reimers Avenue
Kingsland, Auckland
Date: Thursday, 28 July 2022
Time: 4.00pm
Registered & Administration Office
2 Railway Lane, Otahuhu
Auckland 1062
PO Box 14038, Panmure
Auckland 1741
Tel +64 9 259 5500
www.mainfreight.com
Eden Park is well served by rail and bus
services. Kingsland train station is a short
walk f rom Eden Park.
There are car parks available at the
South Stand (through car park entrance P5,
off Reimers Avenue) on a f irst come,
f irst served basis.
Enter Eden Park at Gate G and take the lift
to Level 4.
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Resolution 3:
Re-Election of
Director
In accordance with
NZX Main Board
Listing Rule 2.7.1,
Kate Parsons retires
by rotation and being
eligible, offers herself
for re-election. The
Board unanimously
recommends that shareholders vote in
favour of the re-election of Kate Parsons.
She is considered by the Board to be an
independent director.
Kate Parsons
Kate’s extensive f inancial and analytical
experience has been acquired both in
New Zealand and overseas in a range of
industries. She joined Mainf reight’s Board
in 2017.
Kate’s practical and knowledgeable
engagement with our team at all levels
has supported the Company’s initiatives
to bring more diversity to branch
management and leadership roles. Her
technical knowledge informs and supports
Board discussions across a range of topics.
Resolution 4:
Auditor
EY is automatically reappointed at the
annual meeting as the auditor of the
Company under section 207T of the
Companies Act. This resolution authorises
the Board to f ix the fees and expenses of
the auditor.
The Directors recommend that
shareholders vote to approve Resolution 4.
FOLD
FOLD
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LODGE YOUR POSTAL VOTE OR PROXY
Online
www.investorvote.co.nz
By Mail
Computershare Investor Services Limited
Private Bag 92119, Auckland 1142
New Zealand
By Fax
+64 9 488 8787
For all enquiries contact
+ 64 9 488 8777
corporateactions@computershare.co.nz
Go online to lodge your postal vote/proxy or turn over to complete the form
If you’ve ticked the “Proxy’s Discretion” box and your named proxy does
not attend the meeting or you haven’t named a proxy, the Chair of the
meeting will act as your proxy.
How to Sign
Individual
Where a shareholder is an individual, this Voting/Proxy Form must be
signed by you or someone you authorise to sign for you.
Companies
Where a shareholder is a company, this Voting/Proxy Form must be
signed by a director or someone the company authorises to sign for it.
Trusts
Where a shareholder is a trust, this Voting/Proxy Form should be signed
by at least one trustee in accordance with the relevant trust deed (using
the rules for an individual or a company, as applicable).
Partnerships
Where a shareholder is a partnership, this Voting/Proxy Form should be
signed by at least one partner in accordance with the rules governing the
partnership (using the rules for an individual or a company, as applicable).
Joint Shareholders
At least one joint shareholder should sign this Voting/Proxy Form (on
behalf of all joint shareholders). If a joint shareholder votes differently f rom
another joint shareholder, the vote of the shareholder named f irst in the
share register will be counted.
Power of Attorney
If this Voting/Proxy Form is completed by an attorney, the power of
attorney or a certif ied copy must, unless already provided to Mainf reight
Limited, accompany the Voting/Proxy Form together with a completed
certif icate of non-revocation of authority.
Body Corporate
Where a body corporate is appointing a representative to act on its behalf,
pre-registration will not be required. Instead it will be suff icient for the
appointed person to produce reasonable evidence at the meeting of his
or her authority to represent the body corporate, as well as a completed
copy of this Voting/Proxy Form.
The Annual Shareholders' Meeting of Mainf reight Limited will be held in the Level 4 Lounge, South Stand, Eden Park, Reimers Avenue, Kingsland,
Auckland on Thursday, 28 July 2022, commencing at 4.00pm.
Voting
You are entitled to one vote for every fully paid share in Mainf reight
Limited that you hold as at 4.00pm on Tuesday 26 July 2022. Voting at the
meeting will be by way of a poll (which the Chairman of the meeting will
call at the start of the meeting). You may cast a postal vote or appoint a
proxy to vote on your behalf.
How to Vote
Please bring this Voting/Proxy Form to the meeting to assist registration.
To vote by postal vote or appoint a proxy instead, please complete either
process online or post this form.
Please read the instructions below before completing this form.
Postal Vote (refer to Step 1 overleaf)
The Company’s Chief Financial Off icer has been authorised to receive and
count postal votes at the meeting.
You may cast a postal vote by completing the “For”, “Against” or “Abstain”
boxes in Step 1 overleaf.
If you return your postal vote without indicating how you wish to vote on
a resolution, you will be treated as not having voted on that resolution.
Appointment of Proxy (refer to Steps 1 & 2 overleaf)
If you do not plan to attend the meeting, you may appoint a proxy (or, in
the case of a corporate shareholder, a representative). A proxy does not
need to be a Mainf reight shareholder. You may direct the proxy on how
to vote on some or all resolutions or leave a decision, some decisions
or all decisions to the proxy’s discretion – do this by ticking the “Proxy
Discretion” box.
Any votes where you’ve directed the proxy by ticking the “For”, “Against” or
“Abstain” boxes will be counted as postal votes, so you don’t need to worry
if your proxy is unable to make it to the meeting.
You may appoint the Chair of the meeting, or any other director, as your
proxy. To do this, enter ‘the Chairman’ or the director’s name in the space
allocated in ‘Step 2’ of this form. The Chair of the meeting and directors
will vote for resolutions marked “Proxy’s Discretion”, even if they have an
interest in the outcome of the resolution.
For your postal vote or proxy to be effective it must be received by 4.00pm Tuesday 26 July 2022
Lodge your proxy online, 24 hours a day, 7 days a week:
Your secure access information
Control Number:
CSN/Securityholder Number:
Smartphone?
Scan the QR code to vote now.
Voting/ProxyForm
PLEASE NOTE: You will need your CSN/Securityholder Number and postcode or country of residence (if outside
New Zealand), to securely access InvestorVote and then follow the prompts to appoint your
proxy and exercise your vote online.
www.investorvote.co.nz
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Voting Instructions/Voting Paper
Step 1
Resolutions
1. That Don Braid, who retires at the annual meeting and is eligible for re-election,
be re-elected as a Director of the Company.
2. That Simon Cotter, who retires at the annual meeting and is eligible for re-election,
be re-elected as a Director of the Company.
3. That Kate Parsons, who retires at the annual meeting and is eligible for re-election,
be re-elected as a Director of the Company.
4. That the Directors be authorised to f ix the fees and expenses of the auditor.
ForAgainstAbstain
Proxy
Discretion
Proxy/Corporate Representative Form
Annual Meeting of Mainf reight Limited to be held in the
Level 4 Lounge, South Stand, Eden Park, Reimers Avenue,
Kingsland, Auckland on Thursday 28 July 2022.
Appointment of a proxy
Step 2
I/We being a shareholder/s of Mainf reight Limited
hereby appoint
of
or failing him/her of
as my/our proxy to act generally at the meeting on my/our behalf and to vote as directed above at the Annual Meeting of Mainfreight
Limited to be held in the Level 4 Lounge, South Stand, Eden Park, Reimers Avenue, Kingsland, Auckland on Thursday 28 July 2022,
commencing at 4.00pm and at any adjournment of that meeting.
(full name of proxy)
(full name of proxy)(full address) Note: Leave blank if appointing the Chair or a Director as your proxy
(full address) Note: Leave blank if appointing the Chair or a Director as your proxy
Please note: If you mark any of the boxes above “Proxy’s Discretion”, you must also appoint a proxy (although if you’ve marked “For”,
“Against” or “Abstain”, these will be counted as postal votes whether or not your proxy attends the meeting). Even if you cast a postal
vote, you may also appoint a proxy to attend the meeting on your behalf by f illing out this section. You can choose the Chair of the
meeting or any Director to be your proxy.
Elect Electronic Communications
Want to receive your communications quickly? Elect electronic communications by providing your email address below
Email Address
(By providing an email address above it is acknowledged that all communications for my portfolio will be received electronically where offered)
Securityholder 1
or Sole Director/Directoror Director (if more than one)
Securityholder 2Securityholder 3
Signature of Securityholder(s)
This section must be completed
Contact Name Daytime Telephone Date
Sign
Attendance Slip
PERFPERF
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