Steel & Tube - Notice of 2025 Annual Shareholders Meeting

Online
www.investorvote.co.nz
By Mail
Computershare Investor Services Limited
Private Bag 92119, Auckland 1142, New Zealand
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For your proxy to be effective it must be received before 11.00 am on 20 October 2025.
Proxy/Voting Form
How to Vote on Items of Business
All your securities will be voted in accordance with your directions.
Appointment of Proxy
If you do not plan to attend the meeting, you may appoint a proxy. The Chair of
the meeting, or any other Director, is willing to act as proxy for any shareholder
who wishes to appoint him or her for that purpose. To do this, enter ‘the Chair’
or the name of your proxy in the space allocated in ‘Step 1’of this form.
Alternatively you can appoint a proxy online at www.investorvote.co.nz.
If, in appointing a proxy, you inadvertently do not name someone to be your
proxy (either online or on the enclosed proxy form), or your named proxy does
not attend the meeting, the Chair of the meeting will be your proxy and will vote
in accordance with your express direction. The Chair and the Directors intend
to vote proxies granted to them and marked ‘Proxy Discretion’ in favour of the
resolutions.
Voting of your holding
Direct your proxy how to vote by marking one of the boxes opposite each item
of business. If you do not tick any box for a particular resolution, or the form is
otherwise unclear, then your proxy will abstain from voting. If you mark more
than one box on an item your vote will be invalid on that item.
Voting Restrictions Resolution 3
In accordance with NZX Listing Rule 6.3.1, Perry Group Limited and any
Associated Person (as defined in the NZX Listing Rules) is not permitted to vote
on Resolution 3. Persons who are prohibited from voting on a resolution may not
act as a discretionary proxy in respect of a resolution, but may vote in accordance
with express instructions.
Attending the Meeting
Bring this form to assist registration. If a representative of a corporate
securityholder is to attend the meeting you may need to provide evidence of
your authorisation prior to admission.
Attending the Meeting Virtually
You can attend the meeting virtually through the Computershare Meeting Platform
https://meetnow.global/nz. Select the Steel & Tube meeting and click ‘JOIN
MEETING NOW’. Please refer to the Virtual Meeting Guide available at
www.computershare.com/vm-guide-nz for more information.
Signing Instructions for Postal Forms
Individual
Where the holding is in one name, the securityholder must sign.
Joint Holding
At least one joint securityholder should sign this form (on behalf of all joint
securityholders). If different joint securityholders purport to appoint different
proxies, the vote of the proxy appointed by the first named joint securityholder
will prevail.
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 should be produced to
the Company with this Proxy Form.
Companies
This form must be signed by a Director, authorised signatory or attorney.
Please sign in the appropriate place and indicate the office held.
Comments & Questions
If you have any comments or questions for the company, please write them on
a separate sheet of paper and return with this form.
Go online to lodge your proxy or turn over to complete the form.

Appoint a Proxy to Vote on Your Behalf
STEP 1
Proxy/Voting Form
Please note: If you mark the Abstain box for an item, you are directing your proxy not to vote on your behalf on a poll and your votes will not be
counted in computing the required majority.
hereby appointof
or failing him/herof
I/We being a shareholder/s of Steel & Tube Holdings Limited
as my/our proxy to act generally at the meeting on my/our behalf and to vote in accordance with the following directions at the Annual Shareholders’ Meeting of
Steel & Tube Holdings Limited to be held in the Great Northern Room, Ellerslie Event Centre, 80-100 Ascot Avenue, Ellerslie, Auckland, New Zealand,
on 22 October 2025, commencing at NZT 11.00 am and at any adjournment of that meeting.
Items of Business - Voting Instructions/Ballot Paper
STEP 2
Resolutions
Proxy
DiscretionFor
Against
Abstain
Signature of Securityholder(s) This section must be completed.
SIGN
or Individual/Authorised Officer or attorneyor Individual/Authorised Officer or attorneyor Individual/Authorised Officer or attorney
Securityholder 1Securityholder 2Securityholder 3
Contact Name Contact Daytime Telephone Date
Resolution 1
That the directors be authorised to fix the fees and expenses of KPMG as the company’s auditor.
Resolution 2

That Andrew Flavell, who retires by rotation in accordance with Listing Rule 2.7.1 and is eligible for
re-election, be re-elected as a director of the company.
Resolution 3
That, in accordance with NZX Listing Rule 4.5.1(c), shareholders ratify the issue of 15,476,755 fully paid
ordinary shares in Steel & Tube Holdings Limited to Perry Group Limited on 1 May 2025 at an issue price
of $0.8432 per share.
Elect Electronic Communications
Want to receive your communications quickly? Elect electronic communications by providing your email address below
(By providing an email address above it is acknowledged that all communications for my portfolio will be received electronically where offered)
Email Address
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):
ATTENDANCE SLIP
Annual Shareholders’ Meeting of Steel & Tube Holdings Limited
to be held in the Great Northern Room, Ellerslie Event Centre,
80-100 Ascot Avenue, Ellerslie, Auckland, New Zealand,
on 22 October 2025, commencing at NZT 11.00 am.

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NOTICE OF
2025 ANNUAL
MEETING OF
SHAREHOLDERS
Notice is hereby given that the 2025 Annual
Shareholders’ Meeting of Steel & Tube Holdings
Limited (the “Company” or “Steel & Tube”) will be held
as follows:
Date and time: 22 October 2025, commencing at 11.00am
Venue: Great Northern Room, Level 1, Ellerslie Event
Centre, 80-100 Ascot Avenue, Ellerslie, Auckland
Online: https://meetnow.global/nz
Important Dates and Times
Latest time for receipt of proxy forms:
11.00am on 20 October 2025
Time for determining voting entitlement at the
Meeting:
5.00pm on 20 October 2025
Annual Meeting:
11.00am on 22 October 2025
Dear Shareholder
On behalf of the board and management of
Steel & Tube, we are pleased to invite you to
attend our Annual Meeting on Wednesday 22
October 2025.
This is an opportunity for you to meet the
directors and management team. We look forward
to updating shareholders on the company’s
progress and performance.
Shareholders will be asked to vote on director
re-election, as well as the ratification of shares
issued in the past 12 months as part of the Perry
Metal Protection acquisition. This will replenish
the Company’s placement capacity allowing the
Company to issue up to another 15% of its issued
capital in the same 12 month period.
You are able to attend the Meeting in person or
online. Included in this Notice are instructions
on how to have your say by voting on resolutions.
If you cannot attend, we encourage you to
complete and lodge the proxy form in accordance
with the instructions on the back of that form.
We encourage shareholders to receive
communications from Steel & Tube by email.
This ensures you receive communications in
a timely manner, saves money and is better
for the environment. To sign up for email
communications, please follow the instructions
on the top of page 2 of the proxy form.
We look forward to updating you on our progress
and our strategy at the Meeting.
Ngā mihi
Susan Paterson
Chair

AGENDA
1. CHAIR AND MANAGEMENT PRESENTATIONS
2. SHAREHOLDER DISCUSSION
3. RESOLUTIONS:
To consider and, if thought fit, pass the following ordinary resolutions:
RESOLUTION 1: AUDITORS’ REMUNERATION
That the directors be authorised to fix the fees and expenses of KPMG as the
company’s auditor.
RESOLUTION 2: RE-ELECTION OF ANDREW FLAVELL
That Andrew Flavell, who retires by rotation in accordance with Listing
Rule 2.7.1 and is eligible for re-election, be re-elected as a director of the
company.
RESOLUTION 3: RATIFICATION OF PREVIOUS SHARE ISSUE
That, in accordance with NZX Listing Rule 4.5.1(c), shareholders ratify the
issue of 15,476,755 fully paid ordinary shares in Steel & Tube Holdings Limited
to Perry Group Limited on 1 May 2025 at an issue price of $0.8432 per share.
Further information relating to the resolutions is set out in the Explanatory Notes to
this Notice of Meeting.
4. OTHER BUSINESS
The board and management invite attendees to join them for light refreshments at
the end of the Meeting.
By Order of the Board of Directors
Richard Smyth
Authorised Officer
23 September 2025

EXPLANATORY NOTES
In these explanatory notes, references to “Listing Rules”
are to the NZX Listing Rules. Resolutions 1 to 3 are Ordinary
Resolutions and require approval by a simple majority
(greater than 50%) of the votes of those shareholders
entitled to vote and voting on the resolution.
RESOLUTION 1: AUDITOR’S REMUNERATION
Under section 207T of the Companies Act 1993, KPMG is
automatically reappointed as the auditor of the company.
This resolution authorises the board to fix the fees and
expenses of the auditor in accordance with section 207S of
the Companies Act 1993.
The board recommends shareholders vote in favour of
Resolution 1.
Re-Election of Director
The Listing Rules provide that a director must not hold
office (without re-election) past the third annual meeting
after his or her appointment or re-election, or for three
years, whichever is longer. Accordingly, Andrew Flavell
retires by rotation and, being eligible, has offered himself
for re-election.
The board has a skills matrix which identifies the skill
set which the board believes adds value to Steel & Tube.
Directors’ capabilities are considered as a collective against
this skills matrix and the board believes that the current
directors offer valuable and complementary skill sets.
Importantly, the majority of Steel & Tube’s directors have
either worked in, or are involved in directorships, in the
sector.
RESOLUTION 2: RE-ELECTION OF ANDREW
FL AVELL
Appointed 1 October 2021
NZCE, BE (HONS), ME, DR. ENG
Dr. Flavell has extensive international experience in the
information technology space. This includes leading large
teams, driving digital transformations, delivering compelling
consumer experiences, personalisation and loyalty, privacy
and security, and AI and machine learning. In the roles he
has held over the past 30 years, he has also contributed
significantly to risk management and governance in
the application of digital technologies. The board has
determined that Dr Flavell is an independent director
applying the definition in the Listing Rules. Recommendation
2.4 of the NZX Corporate Governance Code lists a number
of factors which indicate that a director may not be
independent. None of these factors apply to Dr Flavell.
The board supports Dr Flavell‘s re-election.
RESOLUTION 3: RATIFICATION OF PREVIOUS
SHARE ISSUE
On 1 May 2025, the Company completed the acquisition
of Perry Metal Protection and associated businesses.
The Company issued 15,476,755 fully paid ordinary shares in
the Company to the vendors’ parent company – Perry Metal
Group Limited – at an issue price of $0.8432 per share, in
partial consideration of the assets and businesses acquired.
These new shares constituted 9.2% of the existing share
capital of the company. Further information about this
acquisition is available at
https://www.nzx.com/announcements/450834.
NZX Listing Rule 4.5.1 permits an issue of shares up to 15%
of the issued share capital of the Company in any 12 month
period without prior shareholder approval.
Rule 4.5.1(c) provides the Company’s shareholders the
opportunity to replenish the Company’s placement capacity
under Rule 4.5.1 by way of an ordinary resolution ratifying
the earlier share issue. This allows the Company to issue up
to another 15% of its issued capital in the same 12 month
period.
The effect of Resolution 3 is that it allows the Company to
retain the flexibility to issue shares under NZX Listing Rule
4.5.1 of up to the 15% annual placement capacity set out
in Listing Rule 4.1.2 (currently 27,544,805 shares given the
Company currently has 183,632,035 shares on issue) without
a requirement to obtain prior shareholder approval.
Failure to pass Resolution 3 will not affect the validity of the
shares issued on 1 May 2025 but will reduce the number of
equity securities that could be issued by the Company under
NZX Listing Rule 4.5.1 for a period of twelve months from
1 May 2025.
In accordance with NZX Listing Rule 6.3.1, Perry Group
Limited and any Associated Person (as defined in the NZX
Listing Rules) is not permitted to vote on Resolution 3.
The board recommends that shareholders vote in
favour of Resolution 3 as it provides the Company with
additional flexibility.
NZ RegCo has confirmed that it has no objection to this
notice of meeting. However, NZ RegCo does not take
responsibility for any statement in this notice of meeting.

PROCEDURAL NOTES
ENTITLEMENT TO VOTE
The only persons entitled to vote at the Annual Meeting
are registered shareholders of the company at 5.00pm on
20 October 2025 and only the shares registered in those
shareholders’ names at the time may be voted at the
Meeting in person or by proxy.
VOTING RESTRICTIONS RESOLUTION 3
In accordance with NZX Listing Rule 6.3.1, Perry Group
Limited and any Associated Person (as defined in the NZX
Listing Rules) is not permitted to vote on Resolution 3.
Persons who are prohibited from voting on a resolution may
not act as a discretionary proxy in respect of a resolution,
but may vote in accordance with express instructions.
PROXIES AND CORPORATE
REPRESENTATIVES
Any shareholder who is entitled to vote at the Annual
Meeting may appoint a proxy (or in the case of a corporate
shareholder, a representative) to attend and vote on their
behalf. A proxy does not have to be a shareholder in the
company. A shareholder may appoint the Chair of the
Meeting, or another person, to act as proxy.
A shareholder wishing to appoint a proxy can do so by:
• Completing the enclosed Proxy/Voting Form and
returning it by mail or email to Computershare Investor
Services Limited; or
• Appointing a proxy online at www.investorvote.co.nz
in accordance with the instructions set out in the enclosed
Proxy/Voting Form
so as to ensure it is received by 11am on Monday 20
October 2025 (being 48 hours before the time for holding
the Annual Meeting).
The contact details for Computershare Investor Services
Limited are:
Private Bag 92119, Auckland 1142, New Zealand
Email: corporateactions@computershare.co.nz
If you appoint a proxy, you may either direct your proxy how
to vote for you or you may give your proxy discretion to vote
as s/he sees fit. If you wish to give your proxy discretion,
you must mark the appropriate boxes to grant your proxy
that discretion. If you do not tick any box for a particular
resolution, or the form is otherwise unclear, then your proxy
will abstain from voting. If you mark more than one box on
an item, your vote will be invalid on that item.
If, in appointing a proxy, you inadvertently do not name
someone to be your proxy (either online or on the enclosed
proxy form), or your named proxy does not attend the
meeting, the Chair of the meeting will be your proxy and will
vote in accordance with your express direction.
The Chair and the directors intend to vote proxies granted
to them and marked ‘Proxy Discretion’ in favour of the
resolutions. Please see the Proxy/Voting Form for further
details and instructions.
PARTICIPATING ONLINE
As well as attending the Meeting in person, shareholders
are also able to attend the meeting virtually through the
Computershare Meeting Platform
https://meetnow.global/nz.
Select the Steel & Tube meeting and click ‘JOIN MEETING
NOW’. Shareholders will be able to view the presentations,
vote on the resolutions to be put to shareholders and submit
questions, by using their own computers or mobile devices.
To participate online, you will require your CSN/
Securityholder Number (which can be found on your Proxy
Form) and your postcode for verification purposes.
Please refer to the Virtual Meeting Guide available at
www.computershare.com/vm-guide-nz for more
information.
Shareholders are encouraged to review this guide before
seeking to access the online Meeting.
QUESTIONS
Steel & Tube offers a facility for shareholders to submit
questions to the board in advance of the Annual Meeting.
Questions should be relevant to matters at the Annual
Meeting, including matters arising from the financial
statements, general questions regarding the performance
of the company, and questions which relate to the
resolutions. The company has the discretion as to which of
these questions will be addressed at the Annual Meeting.
Please submit questions by email to:
investor@steelandtube.co.nz.
Please write ‘Questions from Shareholders’ in the subject
line of the email.
There will also be the opportunity for shareholders and
proxy holders to ask questions during the Annual Meeting,
both in person and online.
MEETING PRESENTATION AND ANNUAL
REPORT
The Meeting presentations and voting results will be released
to the NZX and published on the Company website at:
https://steelandtube.co.nz/investor/annual-meetings.
A copy of Steel & Tube’s latest Annual Report is publicly
available, and copies of future Shareholder Reports will be
available, on the company website at:
https://steelandtube.co.nz/investor/reports.