Notice of Annual Shareholder Meeting

PG 1

Notice of Annual Shareholder Meeting
10 September 2018

Attached is Meridian Energy Limited's 2018 Notice of Meeting and Proxy/Voting Form, which will be sent to
security holders today.

ENDS
Jason Stein
Company Secretary
Meridian Energy Limited


For investor relations queries, please contact:
Owen Hackston
Investor Relations Manager
021 246 4772
For media queries, please contact:
Polly Atkins
External Communications Specialist
021 174 1715

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THE
RUN
LONG
MERIDIAN ENERGY LIMITED
NOTICE OF ANNUAL SHAREHOLDER MEETING

00:02
NOTICE OF ANNUAL SHAREHOLDER MEETING
The Annual Shareholder Meeting (ASM) of Meridian
Energy Limited (NZ938552 ARBN151 800 396) will
be held at South Stand, Level 4 Lounge, Eden Park,
Reimers Avenue, Kingsland, Auckland, New Zealand
on Friday 19 October 2018, commencing at 11.00am
(New Zealand time).
Important dates and times
All times are in New Zealand time.
Vote-eligibility date for voting entitlements for the
Annual Shareholder Meeting:
16 OCTOBER 2018, 5.00PM
Latest time for receipt of postal votes and proxy forms:
17 OCTOBER 2018, 11.00AM
Annual Shareholder Meeting:
19 OCTOBER 2018, 11.00AM

00:03
NOTICE OF ANNUAL SHAREHOLDER MEETING
A. CHAIR’S ADDRESS
B. CHIEF EXECUTIVE’S REVIEW
C. SHAREHOLDER QUESTIONS
D. ORDINARY BUSINESS
To consider and, if thought
appropriate, pass the following
Ordinary Resolutions:
Resolution 1: Re-election of Mark
Cairns: That Mark Cairns, who retires
by rotation and is eligible for re-
election, be elected as a Director of
the Company.
Resolution 2: Re-election of Anake
Goodall: That Anake Goodall, who
retires by rotation and is eligible
for re-election, be re-elected as a
Director of the Company.
Resolution 3: Re-election of Peter
Wilson: That Peter Wilson, who retires
by rotation and is eligible for re-
election, be re-elected as a Director
of the Company.
For further detail see the Explanatory
note.
E. GENERAL BUSINESS
To consider any other matter that may
lawfully be considered at the ASM.
Following the formal part of the
meeting, the Directors invite
shareholders to join them for light
refreshments.
On behalf of the Board
JASON STEIN
Company Secretary
10 September 2018
Business
RESOLUTIONS 1, 2 AND 3:
RE-ELECTION OF MARK CAIRNS,
ANAKE GOODALL AND
PETER WILSON.
The Company’s constitution requires
the number of Directors who are
required to retire at any ASM to be in
accordance with the NZX Listing Rules.
Explanatory note
These rules require that:
a. At least one third of the Directors, or the number nearest to one third, must
retire by rotation at the ASM each year but shall be eligible for re-election at
that meeting. Those required to retire shall be those who have been longest
in office since they were last elected or deemed elected.
b. A Director must not hold office (without re-election) past the third ASM
following his or her appointment or three years, whichever is longer.
c. A Director appointed to fill a casual vacancy or as an addition to the board
must not hold office (without election) past the next ASM.
Accordingly, Mark Cairns, Anake Goodall and Peter Wilson, being the Directors
of Meridian who have been in office the longest since they were last re-elected,
are those Directors who retire by rotation and, being eligible, offer themselves for
re-election by shareholders at this ASM.
The Board has determined, in its view, that each Director seeking re-election is an
Independent Director (as defined in the NZX Listing Rules).
Background details of Directors offering themselves for election and re-election
at this ASM are set out below. A separate vote will be held for each candidate.
These are resolutions 1, 2 and 3.
The Board can also confirm Director nominations closed on 5 September 2018 and
no other Director nominations were received.

00:04
NOTICE OF ANNUAL SHAREHOLDER MEETING
MARK CAIRNS
Independent Director, BE (Hons),
BBS, MMGT, FIPENZ
Mark Cairns joined the Meridian Board
in July 2012. He currently serves on
the Audit and Risk Committee. Mark
has extensive experience in port
operations and logistics, including the
construction and asset management
of large scale infrastructure projects.
He has been Chief Executive of NZX-
listed Port of Tauranga Limited since
2005. Prior to joining Port of Tauranga
Limited, he was Chief Executive of C3
Limited (formerly Toll Owens Limited)
for five years, following his role as
General Manager (Central) at Fulton
Hogan Limited.
Mark is Chair of Quality Marshalling
(Mount Maunganui) Limited and is
a Director of Northport Limited,
Coda Group and Port of Tauranga
Trustee Company Limited. Mark has
also previously held Director roles in
PrimePort Timaru Limited, C3 Limited
and Tapper Transport Limited.
Mark brings to the Meridian Board
extensive listed issuer experience,
strong commercial acumen and
a consistent track record in the
successful delivery of large scale
infrastructure projects.
The Directors (other than Mark
Cairns) unanimously recommend that
shareholders vote in favour of the re-
election of Mark Cairns as a Director.
ANAKE GOODALL
Independent Director, BA,
MBA, MPA
Anake Goodall joined the Meridian
Board in May 2011 and serves on the
Safety and Sustainability Committee.
Anake has diverse management and
governance experience, including
being a union delegate in the meat
industry and a founding Director of
the Makarewa Credit Union, holding
various executive roles in community-
based organisations, and being an
adviser to the Government and iwi. In
past executive roles he served as Chief
Executive Officer of Te Rūnanga o Ngāi
Tahu, and was before that responsible
for managing all aspects of Ngāi Tahu’s
Treaty settlement process.
Anake brings to the Meridian Board
his experience working in the
contemporary iwi development and
investment space, including across
a broad range of natural resource
matters, along with a deep interest
in environmental sustainability,
mission-led organisations and
intergenerational strategy.
Anake is the immediate past Chair
of the Ākina Foundation, and Chairs
the Hillary Institute of International
Leadership and Seed The Change |
He Kākano Hāpai. He is a Director of
Nutrient Rescue, Trustee of The Gift
Trust and is an Adjunct Professor at the
University of Canterbury. Anake is a
New Zealand Harkness Fellow.
The Directors (other than Anake
Goodall) unanimously recommend
that shareholders vote in favour of
the re-election of Anake Goodall as a
Director.
PETER WILSON
Independent Director, MNZM,
CA (CAANZ)
Peter Wilson joined the Meridian Board
in May 2011 and is currently the Deputy
Chair. Peter is a Chartered Accountant
and business consultant, and was
formerly a partner of Ernst & Young
and previously Chairman of Westpac
New Zealand Limited. He has extensive
experience in banking, business
establishment, problem resolution,
asset sales and management of
change functions. Peter has been
involved in companies undertaking
capital-raising activities and has wide-
ranging governance experience in the
public market, in the private sector
and with Crown-owned entities.
Peter serves on the Audit and Risk
Committee and the Safety and
Sustainability Committee. Peter
is currently Chair of Arvida Group
Limited. Peter is also a Director of
Farmlands Co-operative Society
Limited. Past directorships include The
Colonial Motor Company Limited and
Westpac Banking Corporation.
The Directors (other than Peter
Wilson) unanimously recommend that
Shareholders vote in favour of the re-
election of Peter Wilson as a Director.

00:05
NOTICE OF ANNUAL SHAREHOLDER MEETING
VOTING
The Board has determined that as at the close of trading on
16 October 2018 registered shareholders at that time are
entitled to attend and vote at the ASM.
All resolutions are ordinary resolutions and will be passed
by a simple majority of more than 50% of votes validly cast
at the ASM.
On behalf of the Directors, the Company’s share registrar,
Computershare Investor Services Limited are authorised to
receive and count postal votes at the meeting.
Results of the voting will be available after the conclusion of
the meeting, and will be notified to the NZX and ASX.
CASTING YOUR VOTE
You may cast your vote in one of the three ways described
below. You may abstain from voting on one or more of the
resolutions:
a. Attending and voting in person: The Board
encourages all shareholders to attend the ASM in
person and vote. You should bring your postal Proxy/
Voting Form or your CSN/Securityholder Number to
assist with registration at the meeting.
b. Casting a postal vote: A shareholder may cast a
postal vote on all or any of the matters to be voted on
at the ASM by voting FOR, AGAINST or ABSTAIN. Lodge
your postal vote online at www.investorvote.co.nz, or,
complete step 1 of the hard copy proxy/voting form,
sign where indicated and return it to the share registrar.
c. 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 of the hard copy proxy/
voting form, sign where indicated and return it to the
share registrar. 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 relevant resolutions except that Directors
standing for election or re-election will abstain
from voting discretionary proxies in respect of their
own appointment. 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.
SHAREHOLDER QUESTIONS
Shareholders attending the meeting in person will be given
the opportunity to raise questions. Shareholders may
also submit written questions. The main themes will be
aggregated and responded to at the ASM. Written questions
should be sent by post to the Company Secretary, Meridian
Energy Limited, PO Box 10840, Wellington 6143 or by email
to companysecretary@meridianenergy.co.nz.
Meridian Energy Limited reserves the right not to address
questions that, in the Board’s opinion are not reasonable
in the context of an annual shareholder meeting, or any
written question not received by the close of business on
11 October 2018.
SHARE REGISTRAR DETAILS
New Zealand
Computershare Investor Services Limited
Private Bag 92119
Auckland 1142, New Zealand
Level 2, 159 Hurstmere Road
Takapuna
Auckland 0622, New Zealand
Australia
Computershare Investor Services Pty Limited
GPO Box 2975
Melbourne, VIC 3001, Australia
Procedural notes

00:06
NOTICE OF ANNUAL SHAREHOLDER MEETING
MEETING VENUE
The ASM is being held at South Stand, Level 4 Lounge, Eden
Park, Reimers Avenue, Kingsland, Auckland, New Zealand.
Eden Park is well served by rail and bus services. Kingsland
train station is immediately opposite Eden Park.
There will be a limited number of car parks available at
the South Stand (through car park entrance G, off Reimers
Avenue) on a first come, first served basis. Security will
assist with directing you to the nearest available space.
WEBCAST
If you are unable to attend the ASM, but would
still like to follow its proceedings, then visit:
www.meridianenergy.co.nz/investors
Important information
P
P
P
WAL
TERS R
OAD
EDEN
PARK
ASB Stand
South Stand
West Stand
East Stand
WAL
TERS R
OAD
REIMERS A
VENUE
CRICKET A
VENUE
SANDRINGHAM R
OAD
SANDRINGHAM R
OAD
NEW NOR
TH R
OAD
KINGSLAND
TRAIN STATION
ENTRANCE G
ENTRANCE B
ENTRANCE C
ROYAL TERRA
CE
MERIDIAN
ASM

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Lodge your postal vote or 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
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 lodge your vote or appoint your proxy online.
Proxy/Voting Form
Lodge your vote or appoint your proxy online, 24 hours a day, 7 days a week:
www.investorvote.co.nz
Scan the QR code to vote now.
Smartphone?
For your proxy or postal vote to be effective it must be received by 11.00am Wednesday 17 October 2018
Turn over to complete the form to vote
Signing Instructions for Postal/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.
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.
Notes
You may cast your vote in one of the three ways described below. You may
abstain from voting on one or more of the resolutions.
(a) Online
Lodge your postal vote or proxy online at www.investorvote.co.nz
(b) Casting a postal vote
You may cast a postal vote on one or more of the resolutions by completing the FOR,
AGAINST or ABSTAIN boxes in ‘Step 1’ overleaf, signing this voting form and returning
it to the share registrar.
(c) Appointing a proxy
You may appoint a proxy to attend the meeting and either direct the proxy as to
how to vote or give the proxy discretion as to how to vote on the resolutions by
completing the FOR, AGAINST, ABSTAIN or PROXY DISCRETION box on ‘Step 1’
overleaf, completing the appointment of proxy details in ‘Step 2’ overleaf,
signing this Voting Form and returning it to the share registrar. A proxy does not
need to be a shareholder of the Company. 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.

1) That Mark Cairns, who retires by rotation and is eligible for re-election, be re-elected as a Director of the Company.
2) That Anake Goodall, who retires by rotation and is eligible for re-election, be re-elected as a Director of the Company.
3) That Peter Wilson, who retires by rotation and is eligible for re-election, be re-elected as a Director of the Company.
Resolutions
The resolutions are stated in brief. Please refer to the Notice of Annual Shareholder Meeting for the full text of the resolutions and Explanatory Notes.
For
Against
Abstain
Proxy
Discretion
Appoint a Proxy to Vote on Your Behalf
STEP 1
hereby appoint
of
or failing him/herof
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 South Stand, Level 4 Lounge, Eden Park,
Reimers Ave, Kingsland, Auckland, New Zealand on Friday 19 October 2018 commencing at 11:00am (New Zealand Time) and at any adjournment of that meeting.
I/We being a shareholder/s of Meridian Energy Limited
Appointment of Proxy
STEP 2
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.
If you mark any of the PROXY DISCRETION boxes above you must appoint a proxy. This may be the chair or any director if you so wish.
Elect Electronic Communications
Want to receive your communications quickly? Elect electronic communications by providing your email address below
Email Address
(By providing an email address above it is acknowledged that all communications for my portfolio will be received electronically where offered)
Voting Instructions/Ballot Paper (if a Poll is called)
STEP 1
ATTENDANCE SLIP
Annual Shareholder Meeting of Meridian Energy Limited to be
held at the South Stand, Level 4 Lounge, Eden Park, Reimers Ave,
Kingsland, Auckland, New Zealand on Friday 19 October 2018
commencing at 11:00am (New Zealand Time).
Signature of Shareholder/s This section must be completed.
SIGN
or Sole Director/Directoror Director (if more than one)
Shareholder 1Shareholder 2Shareholder 3
Contact Name Contact Daytime Telephone Date