Mainfreight – Notice of Annual Meeting of Shareholders 2018

ANNUAL MEETING OF SHAREHOLDERS:
Meeting Details
Venue: Barrel Hall, Villa Maria
Estate,
118 Montgomerie Road,
Mangere, Auckland
Date: Thursday, 26 July 2018
Time: 4.00pm
For those shareholders wishing to
travel by public transport to and
from the meeting, the following
arrangements are available:
> Make your own way to the Ferry
Building, 99 Quay Street,
Downtown Auckland.
> A private bus will depart from
the Queen’s Wharf collection
point (beside the Ferry Building)
at 3.00pm promptly, to transfer
shareholders to the meeting.
Return details:
> A private bus departs Villa Maria
at 6.00pm and returns to the Ferry
Building, Downtown Auckland
If you would like to use this transport
option, please register by contacting
Nikki Cooper by Friday, 20 July 2018:
> Telephone: 09-259 5511
> Email: nikki@mainfreight.com
Registered &
Administration Office
2 Railway Lane, Otahuhu
Auckland 1062
PO Box 14038, Panmure
Auckland 1741
Tel +64 9 259 5500
www.mainfreight.com
Notice of Meeting & Explanatory Noteswww.mainfreight.com
MAINFREIGHT 2018 ANNUAL MEETING OF SHAREHOLDERS

Notice is given that the annual meeting of shareholders of Mainfreight
Limited will be held at 4.00pm on Thursday 26 July 2018 at the Barrel
Hall, Villa Maria Estate, 118 Montgomerie Road, Mangere, Auckland.
EXPLANATORY NotesNOTICE of Meeting
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 2018, including the
financial statements for that year
and the directors’ and auditor’s
reports to shareholders.
RESOLUTIONS
To consider and, if thought fit,
to pass the following ordinary
resolutions:
1. Re-election of Bruce Plested
That Bruce Plested, who retires
by rotation 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 Richard Prebble
That Richard Prebble, who retires
by rotation at the annual meeting
and is eligible for re-election, be
re elected as a Director of the
Company (see explanatory note).
3. Auditor
That the Directors be authorised
to fix the fees and expenses of the
auditor.
OTHER BUSINESS
To consider any other matters that
may lawfully be considered at the
meeting.
BY ORDER OF THE BOARD



BRUCE PLESTED CHAIRMAN
26 JUNE 2018
Agenda
Proxy Vote:
A shareholder that is entitled to
attend and vote at the annual
meeting is entitled to appoint a
proxy to attend and vote instead of
that shareholder. The proxy need not
be a shareholder of the Company.
To be effective, the proxy form
(enclosed with this notice of
meeting) must be received at the
registered office of the Company,
or by the share registrar of the
Company, Computershare Investor
Services Limited, Private Bag 92119,
Auckland 1142, New Zealand, not later
than 48 hours before the start of the
annual meeting in accordance with
the instructions on the proxy form.
A shareholder may also appoint its
proxy online as per the instructions
on the proxy form.
A corporation which is a shareholder
of the Company, may appoint a
person to attend the annual meeting
as its representative in the same
manner as that in which it would
appoint a proxy.
Resolutions 1 and 2:
RE-ELECTION OF DIRECTORS
Bruce Plested, Richard Prebble and
Carl Howard-Smith retire by rotation at
the annual meeting in accordance with
NZX Main Board Listing Rule 3.3.11.
Bruce Plested and Richard Prebble,
both being eligible for re-election,
offer themselves for re-election.
Carl Howard-Smith, as previously
indicated to shareholders during the
2016 Annual Meeting, will retire as
a Director at the close of the 2018
Annual Meeting of Shareholders.
Brief biographical notes of the
Directors seeking re-election are as
follows:
Bruce Plested
Bruce Plested is the Founder and
Chairman of Mainfreight and through
his trusts is the largest shareholder of
the Company. Bruce plays an active
role in the global direction of the
Company, visiting branches here and
overseas, and sharing his philosophy
which is at the heart of our culture.
With his deep industry experience
and strong ethical convictions, he
is vitally involved in setting the
strategic focus for the Company.
The Board recommends that
Bruce Plested be re-elected as
a Director of the Company. The
Board considers that Bruce Plested
does not qualify as an independent
Director under the provisions of the
NZX Main Board Listing Rule 3.3.2.
Richard Prebble
Richard Prebble is a long-standing
Director of Mainfreight having been
on the Company’s Board prior
to its listing in 1996. Mainfreight
continues to benefit from Richard’s
experience gained during his service
as a Member of New Zealand’s
Parliament, and in particular his
portfolios of Transport, Railways and
Civil Aviation. His perceptiveness
and acuity contribute to rounded
debate at the Board table and
his views are valued by his fellow
directors and the Company’s
management team alike.
The Board recommends that
Richard Prebble be re-elected as a
Director of the Company. The Board
considers that Richard Prebble
qualifies as an independent Director
under the provisions of the NZX
Main Board Listing Rule 3.3.2.
Carl Howard-Smith
At the 2016 Annual Meeting, Carl
Howard-Smith advised shareholders
that it was his intention not to
seek re-election as a Director when
his current term was at an end.
Accordingly, Carl Howard-Smith
retires by rotation at the 2018
Annual Meeting of Shareholders and
will step down from his directorship
of Mainfreight.
Carl will continue in his role as the
Company’s General Counsel.
Resolutions 3:
AUDITOR
EY is automatically reappointed at
the Annual Meeting as the auditor
of the Company under section 207T
of the Companies Act 1993. This
resolution authorises the Board to
fix the fees and expenses of the
auditor.
The Directors recommend that
shareholders vote to approve
Resolution 3.

---

For your proxy to be effective it must be received by 4.00pm Tuesday, 24 July 2018
LODGE YOUR 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
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 Chairman 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
Chairman’ 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
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 mark a box your
proxy may vote as they choose. If you mark more than one

box on an item your vote will be invalid on that item.
Attending the Meeting
Bring this form to assist registration. If a representative of a
corporate securityholder or proxy is to attend the meeting

you may need to provide evidence of your authorisation to
act prior to admission.
GO ONLINE TO LODGE YOUR PROXY OR TURN OVER TO COMPLETE THE FORM
Signing Instructions for proxy Forms
Individual
Where the holding is in one name, the securityholder must sign.
Joint Holding
Where the holding is in more than one name, all of the
securityholders 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 also sign alone. 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.
www.investorvote.co.nz
Lodge your proxy online, 24 hours a day, 7 days a week:
Your secure access information
Control Number:
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.
CSN/Security Number:
Smartphone?
Scan the QR code to vote now.

PROXY/VOTING FORM
APPOINT A PROXY TO VOTE ON YOUR BEHALF
STEP 1
STEP 2
SIGN
ATTENDANCE SLIP
ITEMS OF BUSINESS - VOTING INSTRUCTIONS/BALLOT PAPER (IF A POLL IS CALLED)
SIGNATURE OF SECURITYHOLDER(S) This section must be completed.
I/We being a shareholder/s of Mainfreight 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 in accordance with the following directions at
the Annual Meeting of Mainfreight Limited to be held at The Barrel Hall, Villa Maria Estate, 118 Montgomerie Road, Mangere,
Auckland on Thursday, 26 July 2018, commencing at 4.00pm and at any adjournment of that meeting.
Contact Name
Contact Daytime Telephone Date
Ordinary Business
Item 1. That Bruce Plested, who retires by rotation at the annual meeting and is eligible
for re-election, be re-elected as a Director of the Company.
Item 2. That Richard Prebble, who retires by rotation at the annual meeting and is eligible
for re-election, be re-elected as a Director of the Company.
Item 3. That the Directors be authorised to fix the fees and expenses of the auditor.
ForAgainstAbstain
Proxy
Discretion
Securityholder 1
or Sole Director/Director
Annual Meeting of Mainfreight Limited to
be held at The Barrel Hall, Villa Maria Estate,
118 Montgomerie Road, Mangere, Auckland
on Thursday, 26 July 2018.
or Director (if more than one)
Securityholder 2Securityholder 3
PLEASE NOTE: If you mark the Abstain box for an item, you are directing your proxy not to vote on your behalf on a show of
hands or a poll and your votes will not be counted in computing the required majority. If you do not mark a box your proxy may
vote as they choose.