Notice of Annual Meeting

Notice is hereby given that the Annual Meeting of Shareholders of Skellerup Holdings Limited (the Company) will be
held in the South Stand at Eden Park, Reimers Avenue, Auckland on Wednesday, 24 October 2018 at 2.30pm.
Business
A. Chair’s Address
B. Chief Executive Officer’s Address
C. Financial Statements and Reports
D. Resolutions
1. That John Strowger, who retires by rotation and, being eligible, offers himself for re-election,

be re-elected as a director of the Company.
2. That Alan Isaac, who retires by rotation and, being eligible, offers himself for re-election,

be re-elected as a director of the Company.
3. To authorise the Directors to fix the remuneration of the auditors for the ensuing year.
E. Other Business
Proxies and voting
Any shareholder who is entitled to attend and vote at the meeting may appoint a proxy instead to attend and vote
on their behalf. Shareholders entitled to attend and vote at the meeting may cast a postal or online vote instead of
attending in person or by proxy. A proxy need not be a shareholder of the Company. The Chair of the Company is
willing to act as proxy for any shareholder who may wish to appoint her for that purpose. The Chair intends to vote any
undirected proxies in favour of the resolutions.
If you wish to appoint a proxy, please review the enclosed proxy form which provides information for you to complete
the form either online, by mail or by fax. If you wish to cast a postal vote or vote online, please review the enclosed
proxy form which provides information for you to complete the form either online, by mail or by fax.
For your vote or proxy appointment to be effective, it must be received not less than 48 hours before the time of
holding the meeting. Graham Leaming, CFO, has been authorised by the Board to receive and count postal and online
votes at the meeting.
Resolutions 1, 2 and 3 are ordinary resolutions, requiring a simple majority of the votes of those shareholders entitled to
vote and voting.
Explanatory Notes
In accordance with Clause 25.1 of the Company’s Constitution, and NZX Listing Rule 3.3.9, at least one third of
Skellerup’s directors (or the number nearest to one third) retire by rotation at our Annual Shareholders’ Meeting each
year, and are eligible for re-election at that meeting. Those retiring by rotation are the directors who have been longest
in office since they were last elected or deemed elected.
Resolution 1: Re-election of John Strowger
John Strowger was appointed to the Board in March 2015. John is required to retire by rotation in accordance with
Clause 25.2 of the Company’s Constitution and NZX Listing Rule 3.3.11. Being eligible, John offers himself for election
as an independent, non-executive director of the Company.
John is a leading commercial lawyer who specialises in corporate, contract and securities law and mergers &
acquisitions. He was named NZ Deal Maker of the Year at the 2017 and 2015 Australasian Law Awards, and is a former
member of the Financial Markets Authority.
A partner at Chapman Tripp, John co-heads that firm’s China desk, which coordinates the work it does pertaining to
investment and trade between China and New Zealand.

Notice of Meeting
SKELLERUP HOLDINGS

Resolution 2: Re-election of Alan Isaac
Alan Isaac was appointed to the Board in August 2016. Alan is required to retire by rotation in accordance with Clause
25.2 of the Company’s Constitution and NZX Listing Rule 3.3.11. Being eligible, Alan offers himself for election as an
independent, non-executive director of the Company.
Alan has considerable experience governing and leading businesses and sporting organisations. Notably, Alan was
Chair of KPMG NZ for 10 years until 2006, is a past Chair of Cricket NZ and past President of the International Cricket
Council.
Alan is currently Chair of the New Zealand Community Trust and McGrath Nicol & Partners. Alan is also a director of
Oceania Healthcare Limited and Scales Corporation Limited.
Resolution 3: Remuneration of auditors
The current auditors of Skellerup, Ernst & Young, will be automatically reappointed as Skellerup’s auditor under section
207T of the Companies Act 1993. Under section 207S of the Companies Act 1993 auditors’ fees and expenses must be
fixed in the manner determined at the meeting. Shareholder approval is therefore sought for the Board to fix Ernst &
Young’s remuneration for the following year.
Note
Refreshments will be served at the conclusion of the meeting.
For and on behalf of the Board
Elizabeth Coutts
Chair

Skellerup Holdings Ltd
Auckland

16 August 2018

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Voting/Proxy Form: Skellerup Holdings Limited (SKL) Annual Meeting
Voting
Voting at the annual meeting shall be decided by a show of hands of SKL shareholders
entitled to vote unless a poll is demanded in accordance with SKL’s constitution.
Set out below are details on voting matters for the annual meeting.
A Voting/Proxy Form for use at the annual meeting is enclosed with this notice of
meeting, which you should bring to the meeting as it also constitutes your voting paper
if a poll is called.
Every SKL shareholder whose name is registered in the share register as at 5.00pm on
22 October 2018 and who is present at the meeting in person or by proxy or in the case
of a body corporate shareholder, by representative, can vote in respect of Resolutions 1
through 3 and shall have one vote in respect of every fully paid SKL share held by that
SKL shareholder at that time.
How to Vote
In Person: If you intend to attend the meeting, please bring this Voting/Proxy form,
intact, to the meeting.
Online: Visit www.investorvote.co.nz and follow the prompts. (This is the easiest way to
vote should you not be attending the meeting.)
By Mail or Fax: Complete, sign and return this form, casting a postal vote, to the address
or fax number at the top of the page.
If you cast a postal vote, you may also appoint a proxy to attend the meeting on your
behalf by completing the YES box under the heading "Other Matters" in Step 1 overleaf.
Appointment of Proxy
If you DO NOT intend to attend the meeting, but wish to be represented by a proxy,
please appoint your proxy in one of the following ways:
Online: Visit www.investorvote.co.nz and follow the prompts.
By Mail or Fax: Complete, sign and return this form to the address or fax number at the
top of the page.
We need to receive the completed forms no later than 2.30pm on 22 October 2018.
A proxy need not be a shareholder. The person you appoint as your proxy will be entitled
to attend the meeting to represent your interests. If you mark the “Proxy Discretion”
box for any resolution, you are directing your proxy to vote as he or she thinks fit. If your
proxy does not attend the meeting, your vote will not be counted.
If you wish, you may appoint the Chair of the Company, the Chair of the meeting or
any director as your proxy. To appoint the Chair or a director, enter “the Chair” or the
director’s name in the space allocated in Step 1 of this form. If you appoint the Chair or
any director as your proxy, and you mark the “Proxy Discretion” box, the Chair or director
will vote for the resolution in respect of your proxy.
Signing Instructions for Postal Forms
Individual
Where a shareholder is an individual, this Voting/Proxy Form must be signed by the
shareholder or his or her duly authorised attorney.
Companies
Where a shareholder is a company, this Voting/Proxy Form must be signed by a director
or a duly authorised attorney or officer.
Trusts
Where a shareholder is a trust, this Voting/Proxy Form should be signed as above by
at least one trustee in accordance with the relevant trust deed (using the rules for
an individual or a company, depending upon whether the trustee is an individual or a
company).
Partnerships
Where a shareholder is a partnership, this Voting/Proxy Form should be signed as above
by at least one partner in accordance with the rules governing the partnership (using the
rules for an individual or a company, depending upon whether the partner is an individual
or a company).
Joint Shareholders
At least one joint shareholder should sign this Voting/Proxy Form (on behalf of all joint
shareholders). In the case of joint shareholders, if the shareholders appoint different
voting proxies, the vote of the proxy appointed by the first named joint shareholder will be
counted. Seniority shall be determined by the order in which names stand in Skellerup
Holdings Limited’s share register.
Power of Attorney
If this Voting/Proxy Form is completed by an attorney, the power of attorney or a certified
copy must, if not previously produced to Skellerup Holdings Limited, accompany the
Voting/Proxy Form together with a completed certificate of non-revocation of authority.
Body Corporate
A body corporate shareholder may appoint a representative on its behalf in the same
manner as if it were appointing a proxy, provided that the Chair of a meeting, the
Board, or the persons checking the entitlement of people to attend a meeting, shall waive
any time limit for prior notice in respect of a corporation in favour of a person who at a
meeting can produce reasonable evidence of their authority to represent the corporation.
Your secure access information
Control Number: CSN/Securityholder Number:
PLEASE NOTE: You will need your CSN/Securityholder Number and post code to lodge your vote or appoint your proxy online.
www.investorvote.co.nz
Lodge your vote or appoint your proxy online.
Smartphone?
Scan the QR code to vote or appoint your proxy now.
For your postal vote or proxy to be effective, the Voting/Proxy Form must be received by 2.30pm on Monday 22 October 2018
Go online to vote or appoint your proxy, or turn over to complete the form
How to vote
In Person
Attend the Annual Meeting
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

Contact Name Contact Daytime Telephone Date
hereby appointof
or failing him/herof
Voting Instructions/Voting Form
STEP 1
I/We being a shareholder/s of Skellerup Holdings Limited
Please note: If you do not plan to attend the meeting, you may cast a postal vote or appoint a proxy to vote at the meeting.
Please note: If you mark any of the PROXY DISCRETION or YES boxes above, you must appoint a proxy. If you mark any of the FOR, AGAINST or ABSTAIN
boxes, your vote will be counted as a postal vote. In addition to casting a postal vote, you may also appoint a proxy to attend the meeting on your behalf by
selecting YES above. This may be the Chair or any Director if you so wish.
Resolutions: Annual Meeting
1. That Alan Isaac be re-elected as a director of the Company.
2. That John Strowger be re-elected as a director of the Company.
3. That the directors are authorised to fix the fees and expenses of the auditors, for the ensuing year.
The Board recommends that you vote in favour of each of the above resolutions.
Other Matters
I wish to appoint a proxy to attend the meeting on my behalf
as my/our Proxy to exercise my/our vote in accordance with my/our directions at the Annual Meeting of the Shareholders of Skellerup Holdings Limited to be held in the
South Stand at Eden Park, Reimers Avenue, Auckland on Wednesday 24 October 2018 at 2.30pm and at any adjournment of that meeting, and to vote as my/our proxy
thinks fit on any resolution to amend the resolution, on the resolution so amended and on any other resolution proposed at the meeting (or any adjournment) so as to give
effect to my/our intention as set out below where possible.
Shareholder 1 Shareholder 2 Shareholder 3
or director or duly authorised officer or attorney
Annual Meeting of the Shareholders of Skellerup
Holdings Limited to be held in the South Stand at
Eden Park, Reimers Avenue, Auckland on Wednesday
24 October 2018 at 2.30pm
Signature of Securityholder(s) This section must be completed.
SIGN

Appointment of Proxy
STEP 2
For
Against
No
Proxy
DiscretionAbstain
Ye s
ATTENDANCE SLIP