Notice of Meeting and Proxy/Voting Form

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS OF FREIGHTWAYS LIMITED
Notice is hereby given to all Shareholders that the Annual Meeting of Shareholders of Freightways
Limited (Freightways) will be held in the Rutherford Room, Alexandra Park, Greenlane Road West,
Epsom, Auckland, on Thursday, 25 October 2018 at 10.00 am.

Business
A. Chairman’s introduction
B. Chief Executive Officer’s Review and Trading Update
C. Resolutions
To consider, and if thought fit, to pass the following ordinary resolutions:
1. That Abby Foote be elected as a Director of Freightways.
2. That Andrea Staines be elected as a Director of Freightways.
3. That Peter Kean be re-elected as a Director of Freightways.
4. That the total quantum of annual Directors’ fees be increased by $92,400 from an aggregate of
$570,500 to an aggregate of $662,900 to allow for an additional non-executive Director, such
aggregate amount to be divided amongst the Directors as they deem appropriate.
5. That the Directors are authorised to fix the Auditors’ remuneration.

By Order of the Board
Mark Royle
CHIEF FINANCIAL OFFICER

4 October 2018

PROXIES AND REPRESENTATIVES
Shareholders may exercise their right to vote at the meeting either by being present in person or by appointing
a proxy to attend and vote in their place. A proxy need not be a shareholder of the Company. A body corporate
shareholder may appoint a representative to attend the meeting on its behalf. A combined admission card and
proxy form is enclosed with this notice. If you wish to vote by proxy you must complete and sign the proxy form
and send it to the Company’s share registrar, Computershare Investor Services Limited. The proxy form will
only be effective if it is received by the Company's share registrar no later than 10.00am Tuesday, 23 October
2018, being 48 hours prior to the commencement of the meeting. A reply paid envelope is enclosed if mailing
the proxy form from within New Zealand. If you wish to deposit your proxy by fax, please send it to
Computershare on fax (09) 488 8787.
EXPLANATORY NOTES
APPOINTMENT OF DIRECTORS
During the last year, the Board reviewed the make-up of skills and capabilities required for the future success
of the Company. This review used both external advice and the Directors’ own knowledge of the strategy and
future of the Company. The Board took account of the retirement of former Managing Director, Dean Bracewell
(31 December 2017), and Chairman, Sue Sheldon (at the Annual Shareholders’ Meeting on 25 October 2018),
in its deliberations. As a result of this work, the Board determined that the skills and capabilities of Abby Foote
and Andrea Staines both replace those of Dean Bracewell and Sue Sheldon and position the Company well
for its anticipated future requirements.
RESOLUTION 1: ELECTION OF DIRECTOR
Abby Foote was appointed by the Board subsequent to the last Annual Meeting and offers herself for election.
The Board has determined that Abby Foote is an Independent Director and unanimously recommends that
shareholders vote in favour of her election.

Abby Foote LLB (Hons), BCA, CMInstD, INFINZ (cert)
Abby was appointed a Director in June 2018. She is a professional director with over 10 years’ governance
experience, with qualifications in both law and accounting. Abby has experience in a range of senior
management, finance and legal roles, with a focus on corporate finance and commercial transactions. Abby is
currently a director of Z Energy Limited, where she chairs the Health, Safety, Security & Environment
Committee; a director and chair of the audit & risk committees of The Museum of New Zealand Te Papa
Tongarewa and TVNZ; and a director of Sanford Limited. Abby has previously served on the boards of
Livestock Improvement Corporation Limited, Transpower New Zealand Limited, Diligent Corporation and the
New Zealand Local Government Funding Agency Limited.
RESOLUTION 2: ELECTION OF DIRECTOR
Andrea Staines was appointed by the Board subsequent to the last Annual Meeting and offers herself for
election. The Board has determined that Andrea Staines is an Independent Director and unanimously
recommends that shareholders vote in favour of her election.
Andrea Staines BE, MBA
Andrea was appointed a Director in August 2018. She is a professional director based in Australia. Andrea
has 12 years’ governance experience on the Boards of a range of Australian entities, mostly in the transport
and retail services sector. Andrea has an undergraduate degree in Economics, and an MBA focused on
financial analysis and strategy. Her executive experience was mostly in airlines, including American Airlines
in Dallas, and Qantas Group in Sydney. During her last five years at Qantas, she co-launched Australian
Airlines (mark II) as Chief Commercial Officer, and became CEO shortly after launch. Earlier roles at Qantas
included running Global Revenue Management.

RESOLUTION 3: RE-ELECTION OF DIRECTOR
Peter Kean is retiring by rotation and offers himself for re-election. The Board has determined that Peter Kean
is an Independent Director and unanimously recommends that shareholders vote in favour of his re-election.
Peter Kean
Peter was appointed a Director in July 2016. He brings to Freightways many years of senior executive
experience with the Lion group of companies in both New Zealand and Australia. Peter's last executive roles
were as Managing Director of Lion Nathan New Zealand and Managing Director of Lion Dairy and Drinks,
based in Melbourne. Peter retired from Lion in 2014 and has since developed his career in governance. Peter
is also a director of Sanford Limited, the New Zealand Rugby Union and a number of private companies.
RESOLUTION 4: DIRECTORS’ FEES
That the total quantum of annual Directors’ fees be increased by $92,400 from an aggregate of $570,500 to
an aggregate of $662,900 to allow for an additional non-executive Director, such aggregate amount to be
divided amongst the Directors as they deem appropriate.
The Directors review fees annually to ensure the aggregate amount available for Directors’ remuneration is
adequate to allow Directors’ fees to remain aligned with market levels. This year, the Directors propose an
increase to the aggregate pool of Directors’ fees to allow for the recent addition of an Australian non-executive
Director, who was appointed effective 20 August 2018. This Board appointment replaced the Board position
held by the previous executive Managing Director, who retired effective 31 December 2017. The Directors do
not seek any annual incremental adjustment to fees levels.
In accordance with NZX Main Board Listing Rule 9.3.1, the Directors and their Associated Persons are
restricted from voting on this resolution.
RESOLUTION 5: AUDITORS
The present auditors of the Company are PricewaterhouseCoopers. Under the Companies Act 1993 they will
continue in office.

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Go online to lodge your proxy or turn over to complete the form
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 appoint your proxy and exercise your vote online.
Lodge your proxy online, 24 hours a day, 7 days a week:
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Scan the QR code to vote now.
For your proxy to be effective it must be received by 10:00am Tuesday 23 October 2018
How to Vote on Items of Business
All your shares will be voted in accordance with your directions.
Appointment o f Proxy
If you do not plan to attend the meeting or vote online, b y mail or by fax, you
may appoint a proxy to vote on your behalf at the meeting.To appoint a proxy to
vote on your behalf, enter the name of your proxy in the space allocated in ‘Step
1’ of the Proxy/Voting Form overleaf. If you appoint a proxy you must either
direct the proxy how to vote by marking the “f or” or “a gainst” or “a bstain” box in
respect of each resolution OR by marking the “proxy discretion” box in respect
of each resolution.
Appointing the Chairman or any other Director of the Company as your
Proxy
The Chairman of the meeting, or any other Director of the Company, is willing
to act as proxy for any shareholder who wishes to appoint her or him to vote on
that shareholder’s behalf. To do this, enter ‘the Chairman’ or the name of the
Director you wish to appoint as your proxy in the space allocated in ‘Step 1’ of
the Proxy/Voting Form overleaf.
The Chairman, or any other Director of the Company, if appointed as your
proxy, will vote on your behalf in accordance with your voting instructions, as
indicated by the boxes ticked in respect of each resolution in ‘Step 2’ of the
Proxy/Voting Form overleaf. In appointing the Chairman, or any other Director
of the Company, as your proxy to vote on your behalf, if you do tick the “proxy
discretion” box, you acknowledge that she/he may exercise your proxy even if
she/he has an interest in the outcome of that resolution. However, if you appoint
the Chairman, or any other Director of the Company, as your proxy to vote on
your behalf and do not direct them how to vote on resolution 4, they will not be
able to vote on your behalf in respect of that resolution. The Chairman and the
other Directors of the Company intend to vote all undirected proxies in respect
of resolutions 1, 2, 3 and 5 in favour of those resolutions.
The Chairman and the other Directors of the Company are not prepared to
speak at the meeting on behalf of a shareholder who appoints her/him as that
shareholder's proxy. If you wish to be heard at the meeting you should either
attend in person or appoint a proxy for that purpose, other than the Chairman or
a Director of the Company.
Attending the Meeting
Bring this form to assist registration.A corporate shareholder may appoint
a representative to attend the meeting by completing the form overleaf and
returning it to Computershare by no later than 10:00am Tuesday 23 October
2018.
QR Code
To scan the code above you need to have already downloaded a free QR code
reader application to your smart phone.
Signing Instructions for Proxy Forms
Individual
Where the holding is in one name, the shareholder must sign.
Join
t 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 must be signed by a Director jointly with either another Director or a
Sole Director can sign alone. Please sign in the appropriate place and indicate
the office held.
Proxy/Voting Form
www.investorvote.co.nz
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
Freightways Limited

Against
Proxy
DiscretionForAbstain
STEP 1
Annual Meeting of Freightways Limited to be held in the
Rutherford Room, Alexandra Park, Greenlane Road West, Epsom,
Auckland on Thursday, 25 October 2018 at 10:00am
ATTENDANCE SLIP

or Sole Director/Director or Director (if more than one)
Contact Name Contact Daytime Telephone Date
Signature of Shareholder(s) This section must be completed.
Ordinary Business

To consider, and if thought fit, to pass the following ordinary resolutions:
Please note: For each resolution below you must tick one box. If a box relating to a resolution is not ticked, the vote on that resolution
will be invalid.

Items of Business - Voting Instructions/Ballot Paper (if a Poll is called)
as my/our proxy to vote for me/us on my/our behalf in accordance with the following directions at the Annual Meeting of Freightways Limited to be held in
the Rutherford Room, Alexandra Park, Greenlane Road West, Epsom, Auckland on Thursday, 25 October 2018 at 10:00amand at any adjournment of
that meeting.
hereby appointof
or failing him/her
of
Appoint a Proxy to Vote on Your Behalf
SIGN
STEP 2

Proxy/Voting Form
Shareholder 1 Shareholder 2 Shareholder 3
CSN/Shareholder Number:
Number of Shares:
CSN/Shareholder Number:
Number of Shares:

I/We being a shareholder/s of Freightways Limited
1. That Abby Foote be elected as a Director of Freightways.
2. That Andrea Staines be elected as a Director of Freightways.



3. That Peter Kean be re-elected as a Director of Freightways.
aggregate of $570,500 to an aggregate of $662,900, to allow for an additional
non-executive Director, such aggregate amount to be divided amongst the Directors
4. That the total quantum of annual Directors’ fees be increased by $92,400 from an



5. That the Directors are authorised to fix the Auditors’ remuneration.
as they deem appropriate.