Notice of Annual Meeting 2018

NOTICE IS GIVEN THAT THE 2018 ANNUAL MEETING OF VECTOR
LIMITED WILL BE HELD IN THE SOUTH LOUNGE, LEVEL 4, EDEN PARK,
REIMERS AVENUE, MOUNT EDEN, AUCKLAND, NEW ZEALAND, ON
MONDAY 12 NOVEMBER 2018, COMMENCING AT 2.00PM
A NEW VENUE EDEN PARK, MOUNT EDEN
NOTICE OF 2018
PLEASE READ
ANNUAL
MEETING
VECTOR LIMITED
VECTOR.CO.NZ
EMPOWERING
YOU.

2
ORDINARY RESOLUTIONS: Ordinary resolutions are required to be approved by a simple majority of more
than 50% of votes validly cast at the Annual Meeting.
SHAREHOLDERS ENTITLED TO ATTEND AND VOTE: Under section 125 of the Companies Act 1993,
the Board has determined that, for the purposes of voting at the Annual Meeting, only those registered
shareholders of the Company as at 5.00pm on Friday 9 November 2018, being a day not more than
20 working days before the meeting, shall be entitled to exercise the right to vote at the meeting.
PROXIES: Any shareholder entitled to attend and vote at the meeting may appoint a proxy (or representative
in the case of a corporate shareholder) to attend and vote on behalf of the shareholder. A proxy need not be
a shareholder of the Company. You may appoint the “Chairman of the Meeting” as your proxy if you wish. If, in
appointing a proxy, you have inadvertently not named someone to be your proxy (either online or on the enclosed
proxy form), or your named proxy does not attend the meeting, the Chairman of the Meeting will be your proxy
and will vote in accordance with your express direction. A proxy form accompanies this Notice of Meeting. Proxy
forms must be received at the office of the Company’s share registry, Computershare Investor Services Limited,
Level 2, 159 Hurstmere Road, Takapuna, Auckland, New Zealand (Private Bag 92119, Auckland 1142), or at
the Company’s registered office, Level 4, 101 Carlton Gore Road, Newmarket, Auckland 1023, by 2.00pm on
Saturday 10 November 2018. Alternatively, you can appoint a proxy online at www.investorvote.co.nz. Online proxy
appointments must be received by 2.00pm on Saturday 10 November 2018. Please see your proxy form for
further details. The chairman intends to vote all discretionary proxies given to him in favour of resolutions 1 to 4
and by exercise of his discretion on resolutions 5 and 6 having had regard to any indication at the annual meeting
of Vector shareholders on how the trustees of Entrust plan to vote.
The directors invite attendees at the Annual Meeting to join them for light refreshments at the conclusion
of the meeting.
A. ORDINARY BUSINESS
CHAIRMAN’S AND GROUP CHIEF EXECUTIVE’S REPORTS
Reports from the Chairman and the Group Chief
Executive on the financial year ended 30 June 2018,
including consideration of the financial statements
and the audit report. (See Explanatory Note 1,
on page 3.)
ELECTION AND RE-ELECTION OF DIRECTORS
Earlier in the year, the Board appointed David
Bartholomew and Sibylle Krieger as directors of
the Company. In accordance with NZX Main Board
Listing Rule 3.3.6 David Bartholomew and Sibylle
Krieger retire and, being eligible, offer themselves
for election. The meeting will be asked to consider
by ordinary resolution:
1. To elect David Bartholomew as a Director
of the Company.
2. To elect Sibylle Krieger as a Director of
the Company.
In accordance with NZX Main Board Listing Rule
3.3.11, Michael Stiassny and Dame Alison Paterson
retire by rotation and, being eligible, Dame Alison
Paterson offers herself for re-election. Michael
Stiassny is not standing for re-election. The meeting
will be asked to consider by ordinary resolution:
3. To re-elect Dame Alison Paterson as a Director of
the Company.
(See Explanatory Note 2, on page 3.)
Biographies of David Bartholomew, Sibylle Krieger
and Dame Alison Paterson are set out on page 4.
APPOINTMENT AND REMUNERATION OF AUDITOR
The meeting will be asked to consider by an
ordinary resolution:
4. To record the automatic reappointment of the
Auditor, KPMG, and to authorise the directors
to fix the remuneration of the Auditor for the
ensuing year.
(See Explanatory Note 3, on page 3.)
RESOLUTIONS PROPOSED BY ENTRUST
At the request of Vector’s majority shareholder,
Entrust, the meeting will be asked to consider
by ordinary resolution:
5. To remove James Carmichael as a Director
of the Company.
6. To elect Michael Buczkowski as a Director
of the Company.
(See Explanatory Note 4, on page 3.)
Biographies of James Carmichael and Michael
Buczkowski are set out on page 4.
B. GENERAL BUSINESS
To consider such other business as may properly
be raised at the meeting.
By Order of the Board
John Rodger
General Counsel and Company Secretary
23 October 2018
AGENDA

3
A. ORDINARY BUSINESS
EXPLANATORY NOTE 1 – CHAIRMAN’S AND GROUP
CHIEF EXECUTIVE’S REPORTS
The Chairman and the Group Chief Executive will
each give a presentation on the financial year ended
30 June 2018. Events occurring after 30 June 2018
will also be discussed.
EXPLANATORY NOTE 2 – ELECTION AND RE-ELECTION
OF DIRECTORS
The NZX Main Board Listing Rules require that
directors appointed by the Board retire at the next
annual meeting but shall be eligible for election at
that meeting. Earlier in the year, the Board appointed
David Bartholomew and Sibylle Krieger as directors of
the Company. They retire at this Annual Meeting, but,
being eligible, offer themselves for election.
The nominations committee of the Board (which
currently comprises all members of the Board)
unanimously agreed to support the election of both
David Bartholomew and Sibylle Krieger.
The NZX Main Board Listing Rules require that at
least one third of the Company’s directors or, if their
number is not a multiple of three, then the number
nearest to one third, shall retire from office at the
annual meeting each year, but shall be eligible for
re-election at that meeting. The directors to retire
are those of the directors who have been longest
in office since their last election.
Two directors are required to retire at this meeting.
Michael Stiassny and Dame Alison Paterson are the
directors who are the longest in office and they retire
by rotation at this Annual Meeting and, being eligible,
Dame Alison Paterson offers herself for re-election.
Michael Stiassny is not standing for re-election.
On 14 August 2018 the Board Audit Committee
determined, for the purpose of finalising Vector’s
annual report disclosures, that Michael Stiassny,
Dame Alison Paterson, Jonathan Mason, Bob
Thompson, David Bartholomew, and Sibylle Krieger
were Independent Directors (as defined in the current
NZX Main Board Listing Rules) as at 30 June 2018.
Under Listing Rule 3.3.3, within 10 business days of
the annual meeting the Board will need to make a
further determination which of its then directors are
Independent Directors for the purposes of the NZX
Main Board Listing Rules. Biographical details for the
directors proposed to be elected or re-elected by
rotation are set out on page 4.
EXPLANATORY NOTE 3 – APPOINTMENT AND
REMUNERATION OF AUDITOR
Section 207T of the Companies Act 1993 provides
that a company’s auditor is automatically reappointed
unless there is a resolution or other reason for the
auditor not to be reappointed. The Company wishes
KPMG to continue as the Company’s auditor, and
KPMG has indicated its willingness to do so.
Section 207S of the Companies Act 1993 provides
that the fees and expenses of KPMG as auditor are
to be fixed by the Company at the Annual Meeting or
in such a manner as the Company determines at the
Annual Meeting. The Board proposes that, consistent
with past practice, the auditor’s fees should be fixed
by the directors.
EXPLANATORY NOTE 4 – REMOVAL AND ELECTION
OF DIRECTORS PROPOSED BY ENTRUST
At the request of the Company’s majority
shareholder, the trustees of Entrust, the meeting
will be asked to consider the removal of James
Carmichael as a director and the appointment of
Michael Buczkowski as a director.
The following explanatory statement has been
provided by Entrust in accordance with clause 9
of Schedule 1 of the Companies Act 1993.
1. Entrust considers that in accordance with good
governance practice it is timely to refresh one of
the Entrust representatives on the Vector Board.
Entrust thanks Mr Carmichael for his long service
to Vector.
2. Michael Buczkowski has a Bachelor of Electrical
Engineering from the University of Auckland and
an MBA. His professional experience includes
being a Consulting Electrical Engineer at BECA
and a registered Electrical Engineer for 15 years.
Entrust considers this experience is relevant to
Vector and that Mr Buczkowski would bring a fresh
perspective and immediately add value to the
Vector Board.
The Board has determined, in its view, that Michael
Buczkowski, is not an Independent Director (as
defined in the current NZX Main Board Listing
Rules), as he is a trustee of Entrust (the Company’s
majority shareholder).
Biographical details for the director proposed by the
trustees of Entrust and the director proposed to be
removed by the trustees of Entrust are set out on
page 4.
At its meeting held on 27 September 2018, the
nominations committee of the Board (which currently
comprises all members of the Board) agreed to
support the election of Michael Buczkowski provided
that the trustees of Entrust confirm to the Company
how they wish to vote following the upcoming election
for trustees of Entrust.
Polling for the Entrust elections closes at 5pm on
Friday 26 October 2018 and the public declaration of
results is scheduled for Saturday 3 November 2018.
As the trustees of Entrust hold a majority of shares
in the Company, the vote cast by the trustees at the
meeting will be determinative of the outcome of the
two resolutions proposed by the trustees of Entrust.
For this reason, the Chairman of the Company intends
to vote all discretionary proxies given to him on
resolutions 5 and 6 having had regard to any indication
at the annual meeting of Vector shareholders on how
the trustees of Entrust plan to vote.
EXPLANATORY NOTES

4
Biographical details for the directors are set out below.
BIOGRAPHIES
DAVID BARTHOLOMEW
BE (Hon), MBA
David Bartholomew is the former Chief Executive
of DUET Group, an ASX-listed utilities and energy
company. Aside from Vector, he is a Non-Executive
Director of Atlas Arteria, an ASX-listed global
infrastructure developer and operator; Endeavour
Energy, the NSW electricity distributor; Northern
Territory Power & Water Corporation; Dussur, the
Saudi Arabia Industrial Investment Company; and
The Helmsman Project, a not-for-profit organisation
providing coaching and leadership development
programs for year 9 students in Western Sydney. Prior
to joining DUET, David was Director of Infrastructure
at Hastings Funds Management. His prior experience
includes roles with Lend Lease, The Boston
Consulting Group and BHP Minerals.
SIBYLLE KRIEGER
LLB (Hons), LLM, FAICD, MBA
Sibylle is an experienced Non-Executive Director
and Board Chair, with a focus on regulated sectors
and sectors undergoing rapid change. She has over
35 years of commercial experience. Sibylle is the
Independent Chair of Xenith IP Group Limited, a
publicly listed company, and an Independent Director
of MyState Limited. Sibylle is also an Independent
Non-Executive Director of the Australian Energy
Market Operator Limited. In the past, Sibylle has
served on a range of boards of both for profit and
not-for-profit organisations. From 2006-12 Sibylle
spent two terms as a Tribunal member of IPART, the
principal NSW economic regulator. In her executive
career, Sibylle was a partner of 2 major commercial
law firms and held a number of management roles
in both firms.
DAME ALISON PATERSON
DNZM, QSO, DCom(hc), FCA, ADistFInstD
Dame Alison Paterson is Chair of the Forestry Industry
Safety Council, Kiwi Wealth Group, Te Aupouri
Commercial Development Limited and Te Aupouri
Fisheries Management Limited. She is also a Director
of Vector Limited, a Member of the New Zealand
Markets Disciplinary Tribunal and a member of the
Health Quality and Safety Commission New Zealand.
JAMES CARMICHAEL
BE, FIPENZ, CMInstD
James Carmichael is a trustee of Entrust and an
executive of Energy Trusts of New Zealand Inc.
and a Director of Vector Limited. His significant
international energy sector experience included
responsibility for multi-billion-dollar energy assets
and acquisition strategy for Power-Gen International
Limited and thermal and hydro power generation
investment decisions for Ranhill Power Berhad.
Mr Carmichael was re-elected by shareholders of the
Company at last year’s Annual Meeting.
MICHAEL BUCZKOWSKI
BE(Electrical), MBA (Hons)
Michael Buczkowski has been a trustee of Entrust
since 2000 and is currently Deputy Chairman. He
was General Manager Operations at Ricoh and prior
to that, Managing Director of Hirepool 1995-2003
and also Director of Owens Industrial (NZX top 40).
His professional experience includes: Consulting
Electrical Engineer at BECA, registered Electrical
Engineer from 1984 to 2004 and international
consulting and energy experience. Michael was a
Member of IPENZ and a Member of the Institute
of Directors.
By email dated 24 July 2018 Michael Buczkowski
has been nominated by a majority of the trustees
of Entrust.

If you are unable to attend the annual meeting, but would still like to follow
its proceedings, then visit: http://vector.co.nz/shareholder-meetings
HOW TO GET THERE
WEBCAST OF ANNUAL MEETING
Directions to Eden Park from the Southern Motorway:
Take the Khyber Pass Road exit and continue until you reach Symonds Street (750m).
Turn left onto Symonds Street (160m) and continue onto New North Road (500m).
Keep right to stay on New North Road (900m) then take a slight left onto Sandringham
Road (850m).
Turn left onto Reimers Ave (400m).
Entry and free parking is available in Car Park P5 off Reimers Avenue, please enter via Gate G.
Security will assist with directing you to the nearest available car parking spaces.
Take the lift to Level 4 and enter the South Level 4 Lounge.
The closest train station is Kingsland train station. For full route, timetable and fare information call
Auckland Transport on 09 366 6400 or 0800 10 30 80 or visit www.at.govt.nz/bus-train-ferry
EDEN PARK
KINGSLAND
TRAIN STATION
NEW NORTH RD
WALTERS RD
CRICKET AVE
RALEIGH ST
BELLWOOD AVE
SANDRINGHAM RD
SANDRINGHAM RD
REIMERS AVE
EDEN PARK LOCATION
P5
G
CAR PARK
5

VECTOR.CO.NZ
EMPOWERING
YOU.

---

LODGE YOUR PROXY
Online

www.investorvote.co.nz
By Email

corporateactions@computershare.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
TURN OVER TO COMPLETE THE FORM TO VOTE

PROXY/VOTING FORM/ADMISSION CARD

www.investorvote.co.nz
Lodge your proxy online, 24 hours a day, 7 days a week:
Your secure access information
Control Number: CSN/Securityholder Number:
PLEASE NOTE: You will need your CSN/Securityholder Number and post code to securely access Investor Vote and then
follow the prompts to appoint your proxy and provide voting instructions online.
ADMISSION CARD: If you wish to attend the Vector Annual Meeting on Monday 12 November 2018 at 2.00pm at the South
Lounge, Level 4, Eden Park, Reimers Avenue, Mount Eden, Auckland, please bring this form to the meeting as your admission
card to assist registration.
SMARTPHONE?
Scan the QR code
to vote now.
HOW TO VOTE ON ITEMS OF BUSINESS
All your securities will be voted in accordance with your directions.
APPOINTMENT OF PROXY
1. All registered shareholders as at 5.00pm on Friday
9 November 2018 are entitled to attend and vote at the
Meeting or to appoint a proxy or a representative (in the case
of a corporate shareholder) to attend and vote on their behalf:
(a) a proxy need not be a shareholder of Vector Limited
(the “Company”);
(b) if you wish, you may appoint the “Chairman of the
Meeting” as your proxy;
(c) if the shares are held jointly, the appointment of the
proxy is on behalf of each joint holder;
(d) the person signing this form represents and warrants
it is duly authorised to do so.
2. If the shares are held jointly, the voting instructions given
are on behalf of each joint holder.
3. The Chairman of the Meeting at the Annual Meeting is
normally the Chairman of the Vector Board, or, in his/her
absence, another director of Vector. If a shareholder wishes
to appoint the Chairman of the Meeting as his/her proxy
and direct how his/her proxy is to vote, the shareholder
should tick the “for” or “against” or “abstain” box in respect
of the relevant resolution. If a shareholder leaves the “for”
and “against” and “abstain” boxes for any resolution blank,
the Chairman of the Meeting who has been appointed as
the shareholder’s proxy will be able to exercise the
shareholder’s vote on that resolution at his/her discretion.
4. The Chairman intends to vote all discretionary proxies given
to him in favour of resolutions 1 to 4 and by exercise of his
discretion on resolutions 5 and 6 having had regard to any
indication at the annual meeting of Vector shareholders on
how the trustees of Entrust plan to vote.
5. If, in appointing a proxy, you have inadvertently not named
someone to be your proxy (either online or on the enclosed
proxy form), or your named proxy does not attend the meeting,
the Chairman of the meeting will be your proxy and will vote in
accordance with your express direction.
ELECTRONIC VOTING
You can appoint a proxy to cast your vote electronically by
accessing Investor Vote (www.investorvote.co.nz) in accordance with
the above instructions. Use this option if you will NOT be attending
the Meeting and wish to lodge your proxy electronically. Do not
return this form if you have lodged your proxy using Investor Vote.
INSTRUCTIONS FOR POSTAL PROXY FORMS
INDIVIDUAL
Where the holding is in one name, the shareholder must sign.
JOINT HOLDING
At least one joint shareholder should sign this 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 shareholder will be counted.
POWER OF ATTORNEY
Where the form of proxy is signed by an attorney, the Power of
Attorney under which it is signed if not previously produced to the
Company, must accompany the proxy form.
COMPANIES
A proxy granted by a company must be signed by a duly
authorised officer or attorney.
CORPORATE REPRESENTATIVE
If a representative of a corporate security holder or proxy is to attend
the meeting you will need to provide the appropriate “Certificate of
Appointment of Corporate Representative” prior to admission.
MAILING
If mailing the proxy form within New Zealand, please use the
Business Reply Paid envelope enclosed; seal and mail. No postage
is required. If mailing the proxy form from outside New Zealand,
you must affix the necessary postage from the country of mailing.
FOR YOUR PROXY APPOINTMENT TO BE EFFECTIVE IT MUST BE RECEIVED BY
2.00PM ON SATURDAY 10 NOVEMBER 2018

PROXY FORM
STEP 1 APPOINT A PROXY TO VOTE ON YOUR BEHALF
I/WE
being a shareholder/shareholders of Vector Limited
appoint:
of
(full name of proxy) (full address)
or failing him/her: of
(full name of proxy) (full address)
As my/our proxy to vote for me/us on my/our behalf at the Annual Meeting of Vector Limited to be held at the South Lounge,
Level 4, Eden Park, Reimers Avenue, Mount Eden, Auckland on Monday 12 November 2018 at 2.00pm and at any adjournment
thereof; and to vote any resolution, on any resolution so amended and on any other resolution proposed.
STEP 2 ITEMS OF BUSINESS – VOTING INSTRUCTIONS/BALLOT PAPER (A POLL WILL BE CALLED ON ALL RESOLUTIONS)
Instruct your proxy to vote by placing an “X” in the relevant box. If you want him or her to decide how to vote on the resolution,
please mark the box “Proxy Discretion”. Please note that if you mark the “Abstain” box for an item, you are directing your proxy
not to vote on your behalf on the poll and your votes will not be counted in counting the required majority. The chairman intends
to vote all discretionary proxies in favour of resolutions 1 to 4 and to exercise his discretion on resolutions 5 and 6 having had
regard to any indication at the annual meeting of Vector shareholders on how the trustees of Entrust plan to vote.
ORDINARY BUSINESSFORAGAINSTABSTAIN
PROXY
DISCRETION
RESOLUTIONS
1.To elect David Bartholomew as a Director of the Company.
2.To elect Sibylle Krieger as a Director of the Company.
3.To re-elect Dame Alison Paterson as a Director of the Company.
4.To record the automatic reappointment of the Auditor, KPMG, and to authorise
the directors to fix the remuneration of the Auditor for the ensuring year.
RESOLUTIONS PROPOSED BY ENTRUST
5.To remove James Carmichael as a Director of the Company.
6.To elect Michael Buczkowski as a Director of the Company.
(Please refer to the Notice of Meeting for details of the resolutions.)
SIGN SIGNATURE OF SHAREHOLDER(S) This section must be completed.
Shareholder 1Shareholder 2 (if applicable)Shareholder 3 (if applicable)
Individual/Director/authorised signatory/attorney Individual/Director/authorised signatory/attorney Individual/Director/authorised signatory/attorney
Contact Name
Contact Daytime Telephone
Date
Annual meeting of Vector Limited to be held
at the South Lounge, Level 4, Eden Park,
Reimers Avenue, Mount Eden, Auckland on
Monday 12 November 2018 at 2.00pm.
AT TE N DAN C E S LI P