Notice of Meeting & Proxy/Voting Form

Notice of Annual Shareholders
Meeting





Thursday 26 October 2023

Notice of Freightways’ Annual Shareholders Meeting:
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Notice is hereby given to all Shareholders that the Annual Meeting of Shareholders of Freightways Group Limited
(Freightways) will be held on Thursday, 26 October 2023 at 10.00am.

Freightways expects to offer shareholders the ability to attend the Annual Meeting virtually through the
Computershare Meeting Services web platform, as well as in-person in the World Cup Lounge, Eden Park, Reimers
Avenue, Kingsland, Auckland. Your CSN/Securityholder Number can be found on your Proxy/Voting Form for
verification purposes.

Further details on how to participate virtually are provided in the Virtual Meeting Guide available at
www.computershare.com/vm-guide-nz. Shareholders are encouraged to review this Guide prior to the Annual
Meeting. If you have any questions or need assistance with the online process, please contact Computershare on +64
9 488 8777 between 8.30am and 5.00pm, Monday to Friday.

KEY DATES:
• Latest time for receipt of proxy forms: 24 October 2023, 10.00am
• Annual Shareholders Meeting: 26 October 2023, 10.00am





NOTICE OF MEETING

Notice of Freightways’ Annual Shareholders Meeting:
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A. Chairman’s introduction

B. Chief Executive Officer’s Review and Trading Update

C. Resolutions

To consider, and if thought fit, pass the following ordinary resolutions:

1. That Mark Rushworth be re -elected as a director of Freightways.
2. That Peter Kean be re-elected as a director of Freightways.
3. That the total quantum of the annual directors’ fee pool be increased by $107,855 from an aggregate of
$857,145 to an aggregate of $965,000, such aggregate amount to be divided amongst the directors as they
deem appropriate.
4. That the directors are authorised to fix the Auditors’ remuneration.

By Order of the Board

Stephan Deschamps
CHIEF FINANCIAL OFFICER
29 September 2023










BUSINESS

Notice of Freightways’ Annual Shareholders Meeting:
We move you to a better place




Shareholders may exercise their right to vote at the meeting either by being present in person or by appointing a proxy
to attend and vote in their place. A proxy need not be a shareholder of Freightways. A body corporate shareholder
may appoint a representative to attend the meeting on its behalf. A combined admission card and proxy form is
enclosed with this notice. If you wish to vote by proxy, you may either visit www.investorvote.co.nz to lodge your
proxy or by completing and signing the proxy form and sending it to Freightways’ share registrar, Computershare
Investor Services Limited. The proxy form will only be effective if it is received by Freightways’ share registrar no later
than 10.00am Tuesday, 24 October 2023, being 48 hours prior to the commencement of the meeting. A reply-paid
envelope is enclosed if mailing the proxy form from within New Zealand.




All references to the "Listing Rules" are references to the NZX Listing Rules, dated 1 April 2023.
RESOLUTIONS ON RE-ELECTION OF DIRECTORS
Shareholders should note the average tenure on the Board among the current directors is less than 5 years, following
the retirement of two directors of long tenure (including the previous Board Chair) in 2021 and the appointment of
three directors during 2021 and 2022.
















PROXIES AND REPRESENTATIVES
EXPLANATORY NOTES

Notice of Freightways’ Annual Shareholders Meeting:
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That Mark Rushworth be re-elected a director of the Company.
Mark Rushworth is retiring by rotation and offers himself for re-
election. The Board has determined that Mark is an independent
director and unanimously recommends that shareholders vote in
favour of his re-election.
Mark was appointed a director in September 2015. He has
extensive experience in the technology sector, with a decade’s
governance experience, predominantly in the high tech and
innovation space. An electrical engineer by training, with
widespread operations and marketing experience, he spent 4
years on the senior executive team of Vodafone NZ, where among
other things he had executive accountability for the fixed line
business and as director of Marketing. Mark previously served as
chief executive of Pacific Fibre, ihug and financial services
company, Paymark Limited. Mark is currently Chief Executive
Officer of private equity owned UP Education and a director of a
number of private companies.



RESOLUTION 2: RE-ELECTION OF DIRECTOR


That Peter Kean be re-elected a director of the Company.
Peter Kean is retiring by rotation and offers himself for re-
election. The Board has determined that Peter is an independent
director and unanimously recommends that shareholders vote in
favour of his re-election.
Peter was appointed a director in July 2016. He brings to
Freightways many years of senior executive experience with the
Lion group of companies in both New Zealand and Australia.
Peter’s last executive roles were as Managing Director of Lion
Nathan New Zealand and Managing Director of Lion Dairy and
Drinks, based in Melbourne. Peter retired from Lion in 2014 and
has since developed his career in governance. Peter is involved in
a number of private companies both in New Zealand and in
Australia.



RESOLUTION 1: RE-ELECTION OF DIRECTOR
Mark Rushworth BE(Hons), MEM
Peter Kean PMD Harvard

Notice of Freightways’ Annual Shareholders Meeting:
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RESOLUTION 3: DIRECTORS’ FEES

That the total quantum of the annual directors’ fee pool be increased by $107,855 from an aggregate of $857,145 to
an aggregate of $965,000, such aggregate amount to be divided amongst the Directors as they deem appropriate.
The Directors review fees annually to ensure the aggregate amount available for Directors’ remuneration is adequate
to allow Directors’ fees to remain aligned with market levels. The Directors did not apply for any annual incremental
adjustment to the aggregate pool of Directors’ fees last year, so the current fee levels were last adjusted in 2021.
This year, the directors obtained independent market advice from Ernst & Young Limited (EY). A summary of EY’s
benchmarking report is attached, including an independence declaration from the EY engagement partner. The
Directors propose to apply an increase this year which allows non-executive directors to be paid at approximately the
median level of peer group market data presented in the EY report. The proposed increase also allows for members
of Board committees, in particular the Chairs of the committees whose workload is higher to be paid at approximately
the median level of peer group market data presented in the EY report.
The increase in the aggregate fee pool requested of shareholders, which is below the amount recommended by EY, is
12.6%, with anticipated payments as follows:

POOL
Fees (per annum)

Position
2022
$
2023
$
Percentage
Increase
Board of Directors
Chair 180,000 185,000 2.8%
Director 100,000 100,000 0%
Audit & Risk Committee
Chair 20,000 23,000 15%
Member - 14,000 -
People & Remuneration Committee
Chair 15,000 19,000 26.7%
Member - 10,000 -
Committee Work Pool (unallocated - only
used if required)
42,145 42,145 -

Total Annual Pool Limit 857,145 965,000 12.6%
The specified fees are the total fees that were or are anticipated to be paid to each director for each relevant period,
including committee chair or committee member fees (as applicable).
It should be noted that currently the aggregate annual fees paid to six directors amounts to $857,145. The total
amount of proposed fee increases the Board is contemplating paying going forward amounts to $107,855 in aggregate
above current levels. This would allow for the payment of the additional director if deemed appropriate and would
leave a balance of $42,145 unused (4.3 percent of the aggregate increased fee pool) for any unforeseen and
extraordinary work.
In accordance with NZX Main Board Listing Rule 6.3.1, the directors and their Associated Persons are restricted from
voting on this resolution.

Notice of Freightways’ Annual Shareholders Meeting:
We move you to a better place



That the directors are authorised to fix the Auditors’ remuneration.
The present auditors of the Company are PricewaterhouseCoopers. Under the Companies Act 1993 they will
continue in office.




















The Freightways Annual Shareholders Meeting will be held on Thursday 26 October 2023 at 10am in the World Cup
Lounge, Level 4, South Stand, Eden Park, entrance via Gate G (off Reimers Avenue). Please park in the P5 parking
area (highlighted green above).
There will be a limited number of car parks available by the South Stand entrance on a first come, first served basis.

RESOLUTION 4: AUDITORS
MEETING VENUE – EDEN PARK

P5

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Review of Non-
Executive Director Fee
Practices

Summary report

Freightways Group Limited

27 September 2023

Freightways Group Limited
September 2023
1

1. Executive summary
Freightways Group Limited (Freightways) has engaged Ernst & Young Limited (EY) to prepare a report in
relation to Non-Executive Directors’ (NED) fees. We confirm that our report has been prepared
independently and is not subject to any influence from the management or any Board member of
Freightways or any third party.
The findings in this section summarise the market positioning of Freightways’ Chair, other NEDs and
Committee fees compared to the market data. Fees are ‘at’ the relevant market reference point if
positioned within 10% of the market data reference point.
The market information pertaining to fee policy practices within the comparator group has been sourced
from EY’s Directors’ fees database, supplemented with data from the most recent financial year-end
annual reports. The information from annual reports is publicly available information. The comparator
group has been agreed with Freightways as the basis from which we perform our analysis.
We acknowledge that there is a time lag in remuneration disclosures from the chosen organisations.
Generally, Ernst & Young does not support ‘ageing’ market data to account for this time lag. Therefore,
the data used in this analysis is factual and has not been aged.
1.2 Board Chair, Other NEDs and fee pool policy positioning
Table 1 below compares Freightways’ Board Chair fee policy, other NEDs fee policy and the aggregated
fee pool to the agreed comparator group.
Table 1: Board Chair, Other NEDs and fee pool policy positioning
Chair fee policy Other NEDs fee policy Fee pool policy
Freightways’ Board Chair fee policy is
aligned to all three quartiles, although
we note that the interquartile range is
narrow.
Freightways’ other NEDs fee policy is
aligned to both the median and the 75
th

percentile, although we note that the
interquartile range is narrow.
Freightways’ approved maximum
aggregate fee pool is aligned to the
median of the market data.
1.3 Recommendations
When developing the recommendations below, we have considered the following factors:
• Director workload, including whether the workload required of NEDs has changed significantly
since Freightways’ last review of Director’s fees and/or is likely to increase prior to the next
review. This also includes consideration of Committee workload as represented by meeting
frequency compared to the comparator group.
• Market movements and trends for NED fees as observed in the Institute of Directors’ Fees
Report 2022/23 (3.5% for Chairs and 3.1% for other NEDs respectively)
• Current NED fees versus the comparator group and Freightways’ position against the
comparator group data set: equating to 112% of the median for market capitalisation (i.e.
between the median and the 75
th
percentile)
• The internal relativities of fee practices between the Chair, other NEDs and Committee Members
at Freightways.
Based on the considerations above, information provided by Freightways’ Board and the EY Directors’ fee
database, our recommended fee structure for Freightways NEDs is set out in Table 2 below.

Freightways Group Limited
September 2023
2


Table 2: Recommended fee increases
Role
Freightways’
Current Practice
($)
Recommended
Fee
($)
Recommended
Increase
(%)
Chair fee policy 180,000 185,000 2.8
Other NEDs fee policy 100,000 100,000 -
Committee fee policies
Audit and Risk Committee – Chair 20,000 23,000 15
Audit and Risk Committee – Member - 14,000 -
People and Remuneration Committee – Chair 15,000 19,000 26.7
People and Remuneration Committee – Member - 10,000 -
Nominations Committee - Chair - - -
Nominations Committee - Member - - -
Fee pool
Aggregate fee pool 857,145 990,000 12.6
1.4 Aggregate fee pool
The current available fee pool is $857,145. The fees received by Directors of Freightways for the year
ended 30 June 2022 was $723,668, impacted by Director resignations during this period. If the above
recommendations were adopted, the aggregate fees paid to Directors would exceed the current
maximum aggregate fee pool limit of $857,145.
To ensure Freightways has sufficient aggregate fee pool headroom, EY recommends the approved
maximum aggregate fee pool limit be increased to $990,000 inclusive of the committee work pool of
$42,145. Increasing the maximum aggregate fee pool limit to $990,000 would provide Freightways with
fee pool headroom of approximately 1.5x the proposed NED fee policy.
Thank you for the opportunity to assist Freightways with this assignment.

Una Diver
Partner – People Advisory Services
Ernst & Young Limited

Freightways Group Limited
September 2023
3

Appendix A
Freightways’ comparator group (n=19)
Table 3: Comparator group (n=19)
Organisation
Market Capitalisation
($ millions) as at 1June 2023
Air New Zealand Limited 2,611
Argosy Property Limited 932
Arvida Group Limited 861
Briscoe Group Limited 971
Chorus Limited 3,626
Delegat Group 977
Genesis Energy 2,930
Goodman Property Trust 3,066
Kiwi Property Group Limited 1,445
Manawa Energy 1,487
Precinct Properties New Zealand Limited 1,927
Property for Industry Limited 1,180
Pushpay Holdings Limited 1,622
Skellerup Holdings Limited 939
SkyCity Entertainment Group Limited 1,726
Summerset Group Holdings Limited 2,087
Tourism Holdings 831
Vital Healthcare Property Trust 1,523
Vulcan Steel 1,072
25
th
percentile 974
Median 1,487
75
th
percentile 2,007
Freightways Group Limited
1,670
Between the median and the 75
th

percentile

4





EY | Assurance | Tax | Transactions | Advisory

About EY
EY is a global leader in assurance, tax, transaction and advisory
services. The insights and quality services we deliver help build trust and
confidence in the capital markets and in economies the world over. We
develop outstanding leaders who team to deliver on our promises to all
of our stakeholders. In so doing, we play a critical role in building a better
working world for our people, for our clients and for our communities.

EY refers to the global organisation and may refer to one or more of the member
firms of Ernst & Young Global Limited, each of which is a separate legal
entity. Ernst & Young Global Limited, a UK company limited by guarantee,
does not provide services to clients. For more information about our
organisation, please visit ey.com.

Our report may be relied upon by Freightways Group Limited for the purpose of
understanding the remuneration market for Non-Executive Director roles only pursuant to
the terms of our engagement letter dated 19 April 2023. We disclaim all responsibility to
any other party for any loss or liability that the other party may suffer or incur arising from
or relating to or in any way connected with the contents of our report, the provision of our
report to the other party or the reliance upon our report by the other party.

© 2023 Ernst & Young, New Zealand.
All Rights Reserved.

ey.com

---

Go online to lodge your proxy or turn over to complete the form
Your secure access information
Control Number: CSN/Shareholder Number:

PLEASE NOTE: You will need your CSN/Shareholder 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.
Lodge your proxy online, 24 hours a day, 7 days a week:
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Scan the QR code to vote now.
For your proxy to be effective it must be received by 10:00am Tuesday 24 October 2023
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By Mail
Computershare Investor Services Limited
Private Bag 92119 Auckland 1142 New Zealand
For all enquiries contact
+64 9 488 8777
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Freightways Group Limited
How to Vote on Items of Business
All your shares will be voted in accordance with your directions.
Casting your vote
You may cast your vote in one of the two ways described below. You may
abstain from voting on the resolutions.
(a)Attending and voting in person or virtually:
You can attend the meeting virtually through the Computershare Meeting
Platform https://meetnow.global/nz. Select the Freightways meeting and click
‘JOIN MEETING NOW’ Further information is provided in the Virtual Meeting Guide
available at www.computershare.com/vm-guide-nz. If you attend in person you
should bring your proxy/voting form or your CSN/Shareholder Number to assist
with registration at the meeting.
(b) Appointing a proxy:
You may appoint a proxy to attend the meeting and vote on your behalf. Visit
www.investorvote.co.nz to lodge your proxy, or, complete step 1 and step 2 on
the reverse of this proxy/voting form, sign where indicated and return to
Computershare in the reply paid envelope provided.
Attending the Physical Meeting
Bring this form to assist registration. A corporate shareholder may appoint
a representative to attend the meeting by completing the form overleaf and
returning it to Computershare by no later than 10:00am Tuesday 24 October
2023.
QR Code
To scan the code above you need to have already downloaded a free QR code
reader application to your smart phone.
Signing Instructions for Proxy Forms
Individual
Where the holding is in one name, the shareholder must sign.
Joint Holding
Where the holding is in more than one name, all of the shareholders should
sign.
Power of Attorney
If this Proxy Form has been signed under a power of attorney, a copy of the
power of attorney (unless already deposited with the Company) and a signed
certificate of non-revocation of the power of attorney must be produced to the
Company with this Proxy Form.
Companies
This form should be signed by a Director jointly with another Director, or a
Sole Director can sign alone. Please sign in the appropriate place and indicate
the office held.
Note: The proxy holder does not need to be a shareholder of the Company. If you
appoint a Director as your proxy, then any undirected proxies granted to the
Director will be voted in favour of the resolutions except that Directors standing
for election or re-election will abstain from voting discretionary proxies in
respect of their own appointment. In accordance with NZX Main Board Listing
Rule 6.3.1, the Directors and their Associated Persons are restricted from voting
on resolution 3. A body corporate which is a shareholder may appoint a
representative to attend the meeting on its behalf in the same manner as that in
which it can appoint a proxy.
If you do not name a person as your proxy (but have otherwise completed the
proxy form in full) or your named proxy does not attend the meeting, the Chair
will be appointed your proxy and will vote in accordance with your express
direction, and any undirected votes will (subject to any restriction(s) set out in
the NZX Listing Rules) be voted in accordance with the Chair's discretion.

Against
Proxy
DiscretionForAbstain
STEP 1
Annual Meeting of Freightways Group Limited to be held in the
World Cup Lounge, Level 4, South Stand, Eden Park, Reimers
Avenue, Kingsland, Auckland on Thursday, 26 October 2023 at
10:00am
ATTENDANCE SLIP

or Sole Director/Director or Director (if more than one)
Contact Name Contact Daytime Telephone Date
Business
To consider, and if thought fit, to pass the following ordinary resolutions:
Please note: For each resolution below you must tick one box. If a box relating to a resolution is not ticked, the vote on that resolution
will be invalid.

Items of Business - Voting Instructions/Ballot Paper
as my/our proxy to vote for me/us on my/our behalf in accordance with the following directions at the Annual Meeting of Freightways Group Limited to be
held in the World Cup Lounge, Level 4, South Stand, Eden Park, Reimers Avenue, Kingsland, Auckland on Thursday, 26 October 2023 at 10:00am and
at any adjournment of that meeting.
of
of
Appoint a Proxy to Vote on Your Behalf
SIGN
STEP 2

Proxy/Voting Form
Shareholder 1 Shareholder 2 Shareholder 3
CSN/Shareholder Number:
Number of Shares:
I/We being a shareholder/s of Freightways Group Limited
hereby appoint
or failing him/her
1.That Mark Rushworth be re-elected as a director of Freightways.
2.That Peter Kean be re-elected as a director of Freightways.
3.That the total quantum of the annual directors’ fee pool be increased by $107,855
from an aggregate of $857,145 to an aggregate of $965,000, such aggregate amount
to be divided amongst the directors as they deem appropriate.
4.That the directors are authorised to fix the Auditors’ remuneration.
Signature of Shareholder(s) This section must be completed.
Elect Electronic Communications
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Email Address
(By providing an email address above it is acknowledged that all communications for my portfolio will be received electronically where offered)
If your proxy is not the Chair of the Meeting or any other director of the Company, please ensure that you provide their contact details (phone and email address). If this
information is not provided, we cannot guarantee remote admission to the virtual meeting for your proxy.
Proxy contact Details (Phone):and (Email):
CSN/Shareholder Number:
Number of Shares: