Notice of Annual Shareholders' Meeting

The Mercury Building, 33 Broadway, Newmarket 1023
PO Box 90399, Auckland 1142





STOCK EXCHANGE LISTINGS: NZX (MCY) / ASX (MCY)

ANNOUNCEMENT

Notice of Annual Shareholders’ Meeting

21 August 2025 – Mercury’s 2025 Annual Shareholders’ Meeting is being held as a hybrid meeting
(in person and online) on Friday 19 September 2025.
The following materials relating to Mercury’s 2025 Annual Shareholders’ Meeting are shortly being
sent to Mercury Shareholders:
> Notice of Meeting 2025
> Voting/Proxy Form 2025
> Virtual Meeting Guide 2025

ENDS

Howard Thomas
General Counsel and Company Secretary
Mercury NZ Limited


For investor relations queries, please contact:
Paul Ruediger
Head of Business Performance & Investor
Relations
027 517 3470
investor@mercury.co.nz

For media inquiries, please contact:
Shannon Goldstone
Reputation and Social Impact Lead
027 210 5337
mercurycommunications@mercury.co.nz


ABOUT MERCURY NZ LIMITED
Mercury’s generation assets produce electricity from 100% renewable sources: hydro, geothermal
and wind. We’re also a retailer of electricity, gas, broadband and mobile services. We’re listed on the
New Zealand Stock Exchange and the Australian Stock Exchange with the ticker symbol ‘MCY’, with
foreign exempt listed status. The New Zealand Government holds a legislated minimum 51%
shareholding in the Company.
Visit us at: www.mercury.co.nz

---

OUR ANNUAL
SHAREHOLDERS’
MEETING
As an owner of Mercury NZ Limited, you are
invited to our Annual Shareholders’ Meeting.
Our 2025 Annual Shareholders’ Meeting is being
held as a hybrid meeting – attendance is
available in person, or online via webcast.
Friday 19 September 2025
1:00pm (NZ time)
IN PERSON
Eden Park, World Cup Lounge
Level 4, Gate G, Samsung South Stand
42 Reimers Avenue, Auckland
ONLINE
You can attend the meeting virtually through
the Computershare Meeting Platform
ht tps://meetnow.global/nz
To access the meeting:
sClick ‘Go’ under the Mercury meeting
sClick ‘Join Meeting Now’
sSelect ‘Shareholder’ on the login screen and enter
your CSN/Securityholder Number and post code
(or country of residence if outside New Zealand)

A. CHAIR’S WELCOME AND STRATEGIC OVERVIEW
B. CHIEF EXECUTIVE’S REPORT ON EXECUTION
OF STRATEGY
C. EXECUTIVE PRESENTATIONS ON KEY
BUSINESS ACTIVITY
D. ORDINARY RESOLUTIONS
The following ordinary resolutions will be voted on at the meeting:
RESOLUTION 1: RE-ELECTION OF SUSAN PETERSON
That Susan Peterson, who retires and is eligible for re-election,
be re-elected as a director of the company.
RESOLUTION 2: RE-ELECTION OF SCOTT ST JOHN
That Scott St John, who retires and is eligible for re-election,
be re-elected as a director of the company.
RESOLUTION 3: ELECTION OF ROB HAMILTON
That Rob Hamilton (appointed by the Board as a director on
1 April 2025), who retires and is eligible for election, be elected
as a director of the company.
RESOLUTION 4: ELECTION OF RACHEL TAULELEI
That Rachel Taulelei (appointed by the Board as a director on
20 August 2025), who retires and is eligible for election, be elected
as a director of the company.
E. OTHER BUSINESS
To consider any other matter raised by a shareholder
at the meeting.
Tea and biscuits will be served following the meeting.

By order of the Board.

HOWARD THOMAS
COMPANY SECRETARY
21 August 2025
BUSINESS

EXPLANATORY NOTES
RESOLUTION 1:
RE-ELECTION OF SUSAN PETERSON
Under the NZX Listing Rules, a Mercury director must not hold
office (without re-election) past the third Annual Shareholders’
Meeting following the director’s appointment, or three years,
whichever is longer. If they wish, they may seek re-election.
Susan Peterson is retiring in 2025 and is seeking re-election.
Susan is an Independent Director (as determined by the Board,
applying the definition in the NZX Listing Rules) and stands for
re-election with the unanimous support of the Board.
RESOLUTION 2:
RE-ELECTION OF SCOTT ST JOHN
Scott St John is retiring in 2025 and is seeking re-election.
Scott is an Independent Director (as determined by the Board,
applying the definition in the NZX Listing Rules) and stands
for re-election with the unanimous support of the Board.
SUSAN PETERSON
APPOINTED SEPTEMBER 2022
Last re-elected September 2022
SCOTT ST JOHN
APPOINTED SEPTEMBER 2017
Last re-elected September 2023
Susan Peterson was appointed a director of Mercury in
September 2022 and is the Chair of the People and
Performance Committee and a member of the Audit
and Financial Risk and Nominations and Corporate
Governance Committees. Susan is an experienced
non-executive director, board chair and chair of People
and Remuneration and Audit and Risk Committees.
As a business leader, Susan has helped companies to
drive growth through technology, innovative customer
solutions and organisational culture. She currently chairs
Vista Group and is an independent director of Xero.
Susan is also an independent director of Craigs
Investment Partners.
Susan was previously a member of the New Zealand
Markets Disciplinary Tribunal and a past director of
Trustpower, ASB Bank, Arvida and Property for Industry.
Susan also served on the Board of Global Women and
has been a past Ministerial appointee to the National
Advisory Council for the Employment of Women.
Scott St John was appointed a director of Mercury in
September 2017 and became the Chair of the Board in
January 2024. Scott is the Chair of our Nominations and
Corporate Governance Committee and a member of our
People and Performance Committee, Audit and Financial
Risk Committee and Safety and Enterprise Risk
Committee by virtue of his position as Board Chair.
Scott has an extensive background in investment
advisory and capital markets. Scott is Chair of ANZ
New Zealand and a director of ANZ Group and Next
Foundation. He was formerly a director of Fonterra
Cooperative Group, Chair of Fisher & Paykel Healthcare
Corporation, a member of the Capital Markets
Development Taskforce and the Financial Markets
Authority Establishment Board and was Chancellor
of the University of Auckland. He was the Chief Executive
of First NZ Capital from 2002 to 2017.

RESOLUTION 3:
ELECTION OF ROB HAMILTON AS DIRECTOR
Under the NZX Listing Rules, any person appointed as a
Mercury director by the Board must retire at our next Annual
Shareholders’ Meeting. If they wish, they may seek election.
Rob Hamilton was appointed as a director by the Board
on 1 April 2025 and is therefore required to retire at the
2025 Annual Shareholders’ Meeting. Rob is eligible and
is seeking election.
Rob is an Independent Director (as determined by the Board,
applying the definition in the NZX Listing Rules) and stands
for election with the unanimous support of the Board.
RESOLUTION 4:
ELECTION OF RACHEL TAULELEI AS DIRECTOR
Under the NZX Listing Rules, any person appointed as a
Mercury director by the Board must retire at our next Annual
Shareholders’ Meeting. If they wish, they may seek election.
Rachel Taulelei was appointed as a director by the Board
on 20 August 2025 and is therefore required to retire at
the 2025 Annual Shareholders’ Meeting. Rachel is eligible
and is seeking election.
Rachel is an Independent Director (as determined by the
Board, applying the definition in the NZX Listing Rules) and
stands for election with the unanimous support of the Board.
ROB HAMILTON
APPOINTED ON 1 APRIL 2025
RACHEL TAULELEI
APPOINTED ON 20 AUGUST 2025
Rob is an experienced business leader and director and
an experienced chair of audit and risk committees. He is
currently a director of Westpac New Zealand, Oceania
Healthcare, Tourism Holdings and Cyprus Enterprises.
Rob has more than three decades’ experience in finance
and capital markets, including as a Managing Director
and Head of Investment Banking at Jarden, and Chief
Financial Officer for SkyCity Entertainment Group. Rob’s
experience includes advising several major New Zealand
energy companies.
Rachel is a prominent business leader, and advocate
for the Māori economy and values-based business
models. She is co-founder of Oho, a business design
and brand strategy agency, and was formerly CEO of
Kono, a Māori-owned food and beverage company.
Rachel was also the North American Trade
Commissioner, and founded Yellow Brick Road,
a sustainable seafood venture.
Rachel has broad governance experience. She currently
chairs Moana New Zealand and is a director of Sealord,
The Warehouse Group, Wellington International Airport
and ANZCO Foods. Rachel also chairs the Wellington
Regional Stadium Trust (Sky Stadium), Fonterra’s
Sustainability Panel, and NZ Rugby’s Appointments
and Remuneration Panel.
EXPLANATORY NOTES CONT.

PERSONS ENTITLED TO VOTE:
Voting on all resolutions put before the meeting will be by
poll. Voting entitlements for the meeting will be fixed as
at close of trading on Wednesday 17 September 2025.
Only people registered as shareholders at that time will be
able to vote at this meeting and only on their shareholdings
at that time.
HOW TO ATTEND THE MEETING:
Shareholders can attend the meeting in person at Eden Park,
42 Reimers Avenue, Auckland or virtually through the
Computershare Meeting Platform ht tps://meetnow.global/nz.
sTo access the meeting, click ‘Go’ under the Mercury
meeting and then click ‘Join Meeting Now’.
sSelect ‘Shareholder’ on the login screen and enter your
CSN/Securityholder Number and post code (or country
of residence if outside New Zealand).
By using the meeting platform, you will be able to watch the
meeting, vote, and ask questions online using your
smartphone, tablet, or desktop device. Please refer to the
enclosed Virtual Meeting Guide for more information. You will
need the latest version of Chrome, Safari, or Edge to access
the meeting. Please ensure your browser is compatible.
PROXIES AND CORPORATE REPRESENTATIVES:
Any shareholder entitled to vote at the meeting may appoint
a proxy (or representative, in the case of a corporate
shareholder) to attend and vote on their behalf. A proxy does
not have to be a Mercury shareholder. You may appoint the
Chair of the meeting or any director as your proxy. The Chair
of the meeting and the directors will vote in favour of
resolutions marked “Proxy’s Discretion”, even if they have
an interest in the outcome of the resolution.
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.
As noted above, the Chair will vote for those resolutions.
POSTAL VOTING:
You can cast a postal vote instead of attending the meeting
in person or appointing a proxy to attend. Howard Thomas,
the Company Secretary, has been authorised by the Board
to receive and count postal votes at the meeting.
PROXY AND POSTAL VOTING FORM:
A Voting/Proxy Form is attached to this Notice of Meeting.
Completed Voting/Proxy Forms must be received at
Computershare Investor Services, no later than 1.00pm
(NZ time) on Wednesday 17 September 2025.
Any Voting/Proxy Form received after that time will not be
valid for the meeting. Please see the Voting/Proxy Form for
more information on how to return your proxy or postal vote.
ONLINE PROXY AND POSTAL VOTING:
Proxy appointments or postal votes can be lodged online at
www.investorvote.co.nz.
To vote online, you must enter your CSN/Securityholder
number, post code/Country of Residence, and the secure
access Control Number that is located on the front of
your Voting/Proxy Form or advised in the email notification
you received.
To cast a postal vote or appoint a proxy, select your preferred
voting method and follow the prompts online.
RESOLUTIONS:
Resolutions 1, 2, 3 and 4 are ordinary resolutions, meaning
they can be approved by a simple majority (more than 50%)
of the votes cast.
SHAREHOLDER QUESTIONS:
Shareholders attending in person or using the online platform
will have the opportunity to ask questions during the meeting.
If you cannot attend the meeting but would like to ask a
question, you can submit these by returning with your Voting/
Proxy Form or by going to www.investorvote.co.nz and
completing the online validation process.
IMPORTANT INFORMATION

RSVP
ANNUAL SHAREHOLDERS’ MEETING
To help with our planning, please let us know if you would
like to attend our Annual Shareholders’ Meeting. All you
need to do is register by:
s emailing mercury@computershare.co.nz with your CSN /
Securityholder Number. Please indicate in your email
if you wish to be accompanied by your spouse, partner
or companion (only one guest per shareholder); OR
stick the boxes to the right and send this form back
to us in the free-post envelope enclosed.
The meeting is being held at Eden Park, 42 Reimers Avenue,
Auckland, on Friday 19 September 2025 starting at 1:00pm.
Please tick:
Yes, I will attend the meeting in person
I wish to be accompanied by my spouse, partner
or companion (only one guest per shareholder)
Shareholder name:
Eden Park, World Cup Lounge
Level 4, Gate G, Samsung South Stand
42 Reimers Avenue, Auckland
PARKING:
There will be free parking at the venue. Guest parking
is in P5 which is accessed via Reimers Avenue.
PUBLIC TRANSPORT:
The Kingsland train station is a short walk across the road
from the stadium.
TAXIS:
Taxis and Ubers are able to drive in and drop passengers
at the front of the venue.
EDEN PARK
OUTER
OVAL
CRICKET
PITCH
REIMERS AVENUE
WALTERS ROAD
KINGSLAND
TRAIN STATION
SOUTH STAND
GATE G
WES
T S
T
AND
EA
S
T S
T
AND
NORTH STAND
SANDRINGHAM RO
AD
CRICKET
A
VENUE
BELLWOOD TERRACE
RALEIGH AVENUE
P5
ROSSMAY TERRACE
ALTHAM AVE
DIRECTIONS TO EDEN PARK

MERCURY NZ LIMITED
33 BROADWAY,
NEWMARKET,
AUCKLAND 1023,
NEW ZEALAND.
PHONE +64 9 308 8200MERCURY.CO.NZ
NOTICE OF REPORT AVAILABILITY
Our Annual and Interim Reports are, or will be, available
on our website www.mercury.co.nz/investors. If you
would like to receive free printed copies or electronic
copies of our Annual and Interim Reports, please email
ecomms@computershare.co.nz at any time.

---

The 2025 Annual Shareholders’ Meeting of Mercury NZ Limited will be held on Friday 19 September 2025 at 1:00pm
(NZ time) at Eden Park, 42 Reimers Avenue, Auckland and virtually through the Computershare Meeting Platform
https://meetnow.global/nz
www.investorvote.co.nz
Lodge your proxy online, (24/7 access) by
1:00pm on Wednesday 17 September 2025.
Your secure access information is:
Control Number:
CSN/Securityholder Number:
To vote online you will need the above Control Number, your CSN/
Securityholder Number and post code or country of residence if you
reside outside New Zealand.
Smartphone?
Scan the QR code to vote now.
VOTING/PROXY FORM
To be effective as a postal vote or proxy, the Voting/Proxy Form must be received by 1:00pm on Wednesday 17 September 2025.
Lodge your postal vote or proxy
Online
www.investorvote.co.nz
By Mail
Computershare Investor Services
Private Bag 92119, Auckland 1142, New Zealand
For all enquiries contact
By Phone
+64 9 488 8777
By Email
corporateactions@computershare.co.nz
VOTING
You’re entitled to one vote for every fully paid share you hold in Mercury NZ Limited
at close of trading on Wednesday 17 September 2025. Voting at the meeting will be
by way of a poll (which the Chair 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
Attending the Meeting: Please bring this Voting/Proxy Form to the meeting so we can
scan the barcode to register you.
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.
You can participate in the meeting virtually through the Computershare Meeting
Platform https://meetnow.global/nz. To access the meeting, click ‘Go’ under the
Mercury meeting and then click ‘Join Meeting Now’. Select ‘Shareholder’ on the login
screen and enter your CSN/Securityholder Number and post code (or country of
residence if outside New Zealand).
For more information, please refer to the Notice of Meeting and Virtual Meeting Guide.
Postal Vote (refer to Step 1 overleaf): The Company Secretary has been authorised
by the Board to receive and count postal votes at the meeting. If you return your
postal vote without indicating how you wish to vote on a resolution, you’ll be treated
as not voting on that resolution.
Appointment of Proxy (refer to Steps 1 & 2 overleaf): You may appoint a proxy
(or, in the case of a corporate shareholder, a representative) to attend on your behalf.
A proxy does not need to be a Mercury 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 director as your proxy. To do this,
enter “the Chair” or the director’s name in the space allocated in “Step 2” of this
form. The Chair of the meeting and the directors will vote for resolutions marked
“Proxy’s Discretion”, even if they have an interest in the outcome of the resolution.
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. As noted above, the Chair will vote for those resolutions.
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.
Trust s: 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 from
another joint shareholder, the vote of the shareholder named first 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 certified copy must, unless already provided to Mercury NZ Limited,
accompany the Voting/ Proxy Form together with a completed certificate 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 sufficient 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.
> TURN OVER TO COMPLETE THE FORM TO VOTE

STEP 1: VOTING INSTRUCTIONS/VOTING PAPER
STEP 2: APPOINTMENT OF A PROXY
SIGNATURE OF SHAREHOLDER(S)
THIS SECTION MUST BE COMPLETED
Cast a postal vote, or instruct your proxy to vote, by placing a tick in the relevant box. Tick one box only in respect of each resolution. If you’re appointing
a proxy and want your proxy to decide how to vote on a resolution, please mark the box “Proxy’s Discretion”.
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 filling out this section. You can choose the Chair of the meeting or any Director to be your proxy.
ResolutionsForAgainstAbstain
Proxy’s
Discretion
1.To re-elect Susan Peterson as a director.
2.To re-elect Scott St John as a director.
3.To elect Rob Hamilton as a director.
4.To elect Rachel Taulelei as a director.
I/We
the above named shareholder/shareholders of Mercury NZ Limited
as my/our proxy to vote for me/us on my/our behalf as directed above and on any other matter to be put to the Annual Shareholders’ Meeting of Mercury
NZ Limited to be held on Friday 19 September 2025 at 1:00pm and at any adjournment or postponement of this meeting.
If you do not provide contact details for your proxy (and they are not the Chair or a director), we cannot guarantee that your proxy will be admitted if they
intend to attend the meeting virtually.
hereby appoint:
Or failing that person:
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)
Phone number
Phone number
Email address
Email address
Shareholder 1
Contact name
Shareholder 2
Daytime phone
Shareholder 3
Date
of:
of:
The Annual Shareholders’ Meeting of Mercury NZ Limited will be held on
Friday 19 September 2025 at 1:00pm at Eden Park, 42 Reimers Avenue, Auckland
and virtually through the Computershare Meeting Platform https://meetnow.global/nz.
ATTENDANCE SLIP

---

Attending the meeting online
HOW TO PARTICIPATE IN VIRTUAL/HYBRID MEETINGS
When successfully authenticat ed, th e home
screen will be displayed. You can watch the
webcast, vote, ask qu estion s, an d view meeting
materials in the documents folder. The image
highlighted blue indicates the page you have active.
The webcast will appear and begin
a
utomatically once the meeting has started.
Voting
Reso
lutions will be put forward once voting is
declared open by the Ch air. Once the voting
has opened, the resolution and voting options
will appear.
To vote, simply select your vot ing direction
f
rom
the options shown on scree n. You can vote for all
resolutions at once or by each resolution.
Y
our vote has been cast when the green tick
appears. To change your vote, select ‘Change
Your Vote’.
Q&A
Navigation
Access
Access the online meeting at
https://meetnow.global/nz, and select the
requi red meeting. Click 'JOIN MEETING NOW'.
If you
are a shareholder:
Select 'Shareholder' on the login screen and enter
your CSN/Holder Number and Post Code. If you
are outside New Zealand, simply select your
country from the drop down box instead of t
he
post code. Accept the Terms and Conditions and
click Continue.
If you are a guest:
Select Guest on the login screen . As a guest, you
will be prompted to complet e al l the relevant
fields including title, first name, last name an d
email address.
Pl
ease note, guests will not be abl e to
ask questions or vote at the meeting.
If yo
u
are a proxy holder:
Yo
u will receive an email invitation the day before
the meeting to access the onli ne meeting. Click
on the link in the invitat ion to access the meeting.
Visit https://meetnow.global/nz
Contact
If you have any issues accessing the
website please call +64 9 488 87 00.
A
ny eligible sharehold er/ proxy attending t
he
m
eeting remotely is eli gible to ask a question.
S
elect the Q&A tab and typ e your question int
o
the box at the bottom of the screen and press
'S
end
'.
Our online meeting provides you the opportunity to
participate online using your smartphone, tablet or computer.
If yo
u choose to attend online you will be able to view a live
webcast of the meeting, ask questions and submit your votes
in real time.
You will need the latest version of Chrome, Safari or Edge.
Please ensure your browser is compatible.