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Notice of Annual Meeting 2018

AGM16 October 2018CENUtilities

Notice of
Annual Meeting

2018

Dear Shareholder

Contact Energy Limited (“Contact”)

invites you to join us at our Annual

Meeting of Shareholders at:

Intercontinental Hotel, 2 Grey

Street, Wellington

or online at

www.virtualmeeting.co.nz/cen18

Wednesday 14 November 2018,

commencing at 10am

A. Chairman’s address
B. Chief Executive’s address

C. Resolutions

To consider and, if thought fit, to pass the following ordinary

resolutions:

Resolution 1 – Re-election of Whaimutu Dewes

That Whaimutu Dewes be re-elected as a director of Contact.

Resolution 2 – Election of Dame Therese Walsh

That Dame Therese Walsh be elected as a director of Contact.

Resolution 3 – Election of David Smol

That David Smol be elected as a director of Contact.

Resolution 4 – Election of Jon Macdonald

That Jon Macdonald be elected as a director of Contact.

Resolution 5 – Auditor

That the directors be authorised to fix the fees and expenses

of the auditor.

D. Other Business and Shareholder Questions

To consider any other matter raised by a shareholder at

the meeting.

Business

Rob McDonald

Chairman

17 October 2018

On behalf of the Board of Directors

Resolution 1

Re-election of Whaimutu Dewes

Contact’s constitution requires that one third of the directors

(or the number nearest to one third) must retire by rotation at

the annual shareholder meeting each year, but are eligible for

re-election

1

. Those required to retire are those who have

been longest in office since they were last elected.

Accordingly, Whaimutu Dewes is retiring by rotation at the

meeting and is seeking re-election.

Resolutions 2, 3 and 4

Election of Dame Therese Walsh, David Smol and

Jon Macdonald.

Contact’s constitution requires that any directors appointed

by the Board during the year must not hold office past the

next annual shareholder meeting, but are eligible for election

at that meeting. Accordingly, Dame Therese Walsh, David

Smol and Jon Macdonald, being directors appointed by the

Board during the year, are seeking election at the annual

shareholder meeting.

The Board unanimously recommends that shareholders vote

in favour of the re-election of Whaimutu Dewes and the

election of Dame Therese Walsh, David Smol and Jon

Macdonald. Each of the directors seeking election or

re-election is considered by the Board to be an independent

director.

Resolution 5

Auditor’s fees

KPMG is automatically reappointed as auditor under section

207T of the Companies Act 1993 (the “Act”). The proposed

resolution is to authorise the Board, under section 207S of

the Act, to fix the fees and expenses of the auditor.

Explanatory

Notes

1. Dame Therese Walsh, David Smol and Jon Macdonald, as directors

appointed by the Board during the year, are excluded from the “number

nearest to one third” calculation. Accordingly, the number of directors

required to retire by rotation at the annual meeting this year is one.

Whaimutu Dewes
Independent Non-Executive

Director

Term of office

First appointed 22 February

2010, last re-elected 2016 annual

meeting.

Board committees

Chairman of the Health, Safety

and Environment Committee and member of the Audit

Committee

Whaimutu is of Ngati Porou and Ngati Rangitihi descent and

lives in Gisborne. He is the chairman of Aotearoa Fisheries

Limited and Sealord Group Limited. His former directorships

include the Treasury Board, Housing New Zealand Board,

Television New Zealand Limited and the AMP New Zealand

Advisory Board. Whaimutu has also held senior management

roles at Fletcher Challenge and the Department of Maori

Affairs. Whaimutu has a Master’s degree in public

administration and degrees in arts and law.

Dame Therese Walsh

Independent Non-Executive

Director

Term of office

First appointed 1 September 2018

Board committees

Chairman of the Audit

Committee

and member of the People Committee

Dame Therese is Chairman of TVNZ, and a Director of Air NZ

and ASB Bank. She is also a Board member of Antarctica NZ, a

Trustee of Wellington Regional Stadium, and Pro-Chancellor of

Victoria University. Previously she was the Head of New

Zealand for the ICC Cricket World Cup 2015, and the Chief

Operating Officer for Rugby New Zealand 2011 Limited. Dame

Therese is a Fellow of the Institute of Chartered Accountants.

In 2013, she was named the inaugural supreme winner of the

Women of Influence Awards and was awarded a Sir Peter Blake

Trust Leadership Award in 2014. She became a Dame

Companion of the New Zealand Order of Merit in June 2015.

David Smol

Independent Non-Executive

Director

Term of office

First appointed 1 October 2018

Board committees

Member of the Health, Safety

and Environment Committee

David has over thirty five years’ experience, including in the

energy sector in the UK and New Zealand, for Conoco UK

Limited, Electricity Corporation and ILEX Energy Consulting.

He was part of the Contact Energy establishment team in

1995-1996 and a member of the team that developed the rules

for the New Zealand electricity market. In 2008 David was

appointed as chief executive of Ministry of Economic

Development and, from 2012-2017 was the inaugural chief

executive of the Ministry of Business, Innovation and

Employment (MBIE), following the merger of four government

departments. David has an M-Phil in economics from

Cambridge University and was made a Companion of the

Queen’s Service Order in 2018.

Jon Macdonald

Independent Non-Executive

Director

Term of office

Appointment effective

1 November 2018

Board committees

To be determined

Jon has spent the last 15 years at Trade Me Group, and has

been the CEO there for the last decade. In June 2018, Jon

announced an intention to step away from the business at the

end of the year. Prior to joining Trade Me, Jon worked in London

for HSBC Investment Bank in a variety of technical and

management positions, and has worked for Deloitte Consulting

with a focus on telecommunications and financial services. Jon

is also director of NZX, and also serves on the Remuneration,

Conflicts and Regulatory Governance Committees. Jon has a

background in engineering and technology. He has a Bachelor

of Engineering (Hons) from the University of Canterbury.

Voting
Voting entitlements for the meeting will be determined at 5pm

on Monday 12 November 2018 based on registered

shareholdings at that time. Voting on all resolutions put before

the meeting will be by poll. Each resolution is to be considered

as a separate ordinary resolution.

Proxies and Corporate Representatives

Shareholders entitled to attend and vote at the meeting may

appoint a proxy to attend and vote on their behalf. A proxy

need not be a shareholder of Contact. Any corporation that is

a shareholder of Contact may appoint a person as its

representative to attend the meeting and vote on its behalf in

the same manner as that in which it could appoint a proxy.

Proxy appointment

A proxy form accompanies this notice of meeting. Proxy forms

must be received at the office of Contact’s share registry, Link

Market Services, by 10am on Monday 12 November 2018. Any

proxy form received after that time will not be valid for the meeting.

You can lodge your proxy online by going to

vote.linkmarketservices.com/CEN or by scanning the QR

code on the proxy form with your smartphone.

If you complete the proxy form in full but do not name a

person as your proxy or your proxy does not attend the

meeting, the Chairman of the Meeting will act as your proxy

and vote in accordance with your express direction.

Virtual annual meeting

Shareholders and proxy holders entitled to attend and vote at

the meeting will be able to attend the meeting in person, or

participate in the meeting virtually via an online platform

provided by Contact’s share registrar, Link Market Services at

www.virtualmeeting.co.nz/cen18.

Shareholders attending and participating in the meeting

virtually via the online platform will be able to vote and ask

questions during the meeting. More information regarding

virtual attendance at the meeting is available at

www.linkissuers.co.nz/virtualmeetings.

Procedural

Notes

Key Dates

Monday

12 November

10am

Wednesday

14 November

10am

Latest time

for receipt of

proxy forms

Annual

meeting of

shareholders

Venue
Location

Virtual annual meeting

Attend the meeting online at

www.virtualmeeting.co.nz/cen18

Intercontinental Hotel, 2 Grey Street, Wellington on

Wednesday 14 November 2018, commencing at 10am.

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Featherston StreetCustomhouse Quay

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Contact Energy Limited
SAMPLE ONLY

LODGE YOUR PROXY

ONLINE:

vote.linkmarketservices.com/CEN

FAX:

+64 9 375 5990

SCAN & EMAIL:

meetings@linkmarketservices.com

(Please use “Contact Proxy Form” as the subject for easy identification)

MAIL:

Use the enclosed envelope

or address to:

Link Market Services Limited

PO Box 91976

Victoria Street West

Auckland 1142

New Zealand

DELIVER:

Link Market Services Limited

Level 11, Deloitte Centre,

80 Queen Street,

Auckland 1010

Scan this QR code with your

smartphone and lodge your

proxy online

GENERAL ENQUIRIES

+64 9 375 5998 | enquiries@linkmarketservices.com

The Annual Meeting of Shareholders of Contact Energy Limited

(“Contact”) will be held on Wednesday 14 November 2018 at 10am at

the Intercontinental Hotel, 2 Grey Street, Wellington, New Zealand.

ATTENDING THE MEETING

1. If you plan to attend the annual meeting, please bring this

Admission Card / Proxy Form intact as the barcode will assist in

your registration.

PROXY APPOINTMENT

2. If you do not plan to attend the annual meeting and wish to

be represented by proxy or wish to appoint a corporate

representative, please complete and return this Proxy Form

(in accordance with the lodgment instructions above) to

Contact’s share registry, Link Market Services, or lodge your

proxy online at vote.linkmarketservices.com/CEN by no

later than 10am on Monday 12 November 2018.

3. Any corporation that is a shareholder of Contact may appoint

a person as its representative to attend the annual meeting and

vote on its behalf, in the same manner as that in which it could

appoint a proxy.

4. If you appoint a proxy you must either direct the proxy how to vote

by ticking the “For”, “Against” or “Abstain” box in respect of each

resolution OR by ticking the “Proxy Discretion” box in respect

of each resolution. A shareholder can direct the proxy holder

in respect of one or more resolutions and give the proxy holder

discretion in respect of other resolutions. If a shareholder does not

tick any boxes in respect of a resolution then the vote will be invalid.

5. The Chairman of the Meeting or any Director is willing to act as

proxy for any shareholder who appoints him/her for that purpose.

If you tick the “Proxy Discretion” box for a particular resolution,

your proxy will decide how to vote that resolution. However, if your

proxy is precluded from voting (for example, because he or

she has an interest in the outcome of the resolution), then they

will not be able to vote on the resolution on your behalf.

The Chairman and Directors intend to vote all discretionary

proxies in favour of resolutions 1 to 5, except that the Directors

standing for election will abstain from voting discretionary proxies

in respect of their own appointment.

6. If you complete the proxy form in full but do not name a person

as your proxy or your proxy does not attend the meeting, the

Chairman of the Meeting will act as your proxy and vote in

accordance with your express direction.

SIGNING INSTRUCTIONS FOR PROXY FORM

7. This Proxy Form must be signed by the shareholder or his/her/its

attorney duly authorised in writing.

8. If you are joint holders of shares, each of you must sign this

Proxy Form.

9. If the shareholder is a company, this Proxy Form must be

signed on behalf of the company by a person acting under the

company’s express or implied authority.

10. If this Proxy Form has been signed under a power of attorney

(“POA”), a copy of the POA (unless already noted by Contact or

its registry) and a signed certificate of non-revocation of the POA

must be produced to Contact with this form.

11. If you have any questions about appointing your proxy, please

call Link Market Services Investor Helpline between 8.30am

and 5.00pm (New Zealand time) on + 64 9 375 5998 or email

meetings@linkmarketservices.com

ADMISSION CARD / PROXY FORM

FOR CONTACT’S 2018 ANNUAL MEETING

Holder Number:

Go online to vote.linkmarketservices.com/CEN to lodge your

proxy or please TURN OVER to complete the Proxy Form.

PROXY / CORPORATE REPRESENTATIVE APPOINTMENT
STEP 1: APPOINT A PROXY*

STEP 2: RESOLUTIONS – PROXY VOTING INSTRUCTIONS Please tick (P) in box to record your vote

FORAGAINSTABSTAIN

PROXY

DISCRETION

1.That Whaimutu Dewes be re-elected as a director of Contact.

2.That Dame Therese Walsh be elected as a director of Contact.

3.That David Smol be elected as a director of Contact.

4.That Jon Macdonald be elected as a director of Contact.

5.That the directors be authorised to fix the fees and expenses of the auditor.

PLEASE NOTE: For each resolution you must tick (P) one box. If you tick the “Abstain” box for a particular resolution, you are

directing your proxy NOT to vote on that resolution. Your vote will not be counted when calculating the majority for that resolution.

If you tick the “Proxy Discretion” box for a particular resolution, you are directing your proxy to decide how to vote on that resolution.

STEP 3: SIGNATURE OF SHAREHOLDER(S)

Shareholder 1 Shareholder 2Shareholder 3

Or a duly authorised officer or attorneyOr a duly authorised officer or attorneyOr a duly authorised officer or attorney

Day time telephone:signed this day of 2018


ELECTRONIC INVESTOR COMMUNICATIONS

If you received the Notice of Meeting and Proxy Form by mail and wish to receive your future investor communications by email please provide

your email address below:

I/We being a shareholder(s) of Contact Energy Limited (“Contact”)

and entitled to attend and vote hereby appoint:Or failing him/her:

(FULL NAME)(FULL NAME)

(POSTAL ADDRESS)(POSTAL ADDRESS)

(EMAIL)(EMAIL)

as my/our proxy to vote for me/us on my/our behalf at the annual meeting of shareholders of Contact to be held at 10am on Wednesday

14 November 2018, and at any adjournment of that annual meeting, and to vote as my/our proxy thinks fit on any resolutions to amend

any of the resolutions, or any resolution so amended and on any other resolution proposed at the annual meeting (or any adjournment

thereof) so as to give effect to my/our intention as set out below where possible. In the event I/we have not expressed any intention or the

intention is unclear (in my/our proxy’s sole opinion) my/our direction is to abstain. A proxy need not be a shareholder of Contact. If you

wish, you may appoint as your proxy ‘The Chairman of the Meeting’.

Data sourced from publicly available filings. Our datasets may not be complete. Automated analysis can produce errors. If you believe any data on this page is incorrect, please contact us at hello@nzxplorer.co.nz. For informational purposes only. Not investment advice.

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