Mainfreight Notice of Annual Meeting of Shareholders 2019

ANNUAL MEETING OF SHAREHOLDERS: Meeting Details
EXPLANATORY Notes (continued)EXPLANATORY Notes (continued)
56
Venue: Barrel Hall, Villa Maria Estate,
118 Montgomerie Road,
Mangere, Auckland
Date: Tuesday, 30 July 2019
Time: 4.00pm
For those shareholders wishing to travel by
public transport to and from the meeting,
the following arrangements are available:
> Make your own way to the
Ferry Building, 99 Quay Street,
Downtown Auckland.
> A private bus will depart from the
Queen’s Wharf collection point (beside
the Ferry Building) at 3.00pm promptly,
to transfer shareholders to the meeting.
Return details:
> A private bus departs Villa Maria
at 6.15pm and returns to the Ferry
Building, Downtown Auckland
If you would like to use this transport
option, please register by contacting
Nikki Cooper by Friday, 19 July 2019:
> Telephone: 09-259 5511
> Email: nikki@mainfreight.com
Registered &
Administration Office
2 Railway Lane, Otahuhu
Auckland 1062
PO Box 14038, Panmure
Auckland 1741
Tel +64 9 259 5500
www.mainfreight.com
Notice of Meeting & Explanatory Notes
MAINFREIGHT 2019 ANNUAL MEETING OF SHAREHOLDERS
to receive and count postal votes at the
meeting.
Proxy and Postal Voting Form
A Voting/Proxy Form is attached to this
notice of meeting. Completed Voting/
Proxy Forms must be received at
Computershare Investor Services, no later
than 4.00pm (NZ time) on Sunday, 28 July
2019. Any Voting/Proxy Form received after
that time will not be valid for the meeting
A shareholder may also appoint its proxy,
corporate representative or lodge a postal
vote online as per the instructions on the
Voting/Proxy Form.
> Other Changes: Changes to the
definitions in the constitution, and
various other less significant wording
changes, have been made to reflect
the provisions of the New Listing Rules,
to reflect changes to legislation or to
generally modernise the constitution
(particularly regarding electronic
communications).
Pursuant to the Companies Act, the
revocation of the existing constitution
and adoption of a new constitution must
be approved by a special resolution of
shareholders (being a majority of 75% or
more of the votes of shareholders entitled
to vote and voting on the resolution).
As the effect of the amendments to the
constitution is not to impose or remove
a restriction on the activities of the
Company or affect the rights attaching to
shares, the shareholder minority buy-out
rights under the Companies Act do not
apply to this resolution.
Bell Gully has provided an opinion to NZX
that it considers that the new constitution
complies with the New Listing Rules.
The Directors recommend that
shareholders vote to approve Resolution 4.
Ordinary Resolution 5:
AUDITOR
EY is automatically reappointed at the
annual meeting as the auditor of the
Company under section 207T of the
Companies Act. This resolution authorises
the Board to fix the fees and expenses of
the auditor.
The Directors recommend that
shareholders vote to approve Resolution 5.
Voting:
Voting entitlements for the annual
meeting will be fixed as at 4.00pm
(NZ time) on Friday, 26 July 2019. Only
people registered as shareholders of the
Company at that time will be able to vote
at the annual meeting and only in respect
of their registered shareholdings at that
time.
To be effective as a postal vote or proxy,
the Voting/Proxy Form (enclosed with
this notice of meeting) must be received
at the registered office of the Company,
or by the share registrar of the Company,
Computershare Investor Services Limited,
Private Bag 92119, Auckland 1142,
New Zealand, not later than 4.00pm
(NZ time) on Sunday, 28 July 2019, in
accordance with the instructions on the
proxy form.
Proxies and Corporate Representatives:
A shareholder that is entitled to attend
and vote at the annual meeting is entitled
to appoint a proxy (or a representative in
the case of a corporate shareholder) to
attend and vote on their behalf. The proxy
does not need to be a shareholder of the
Company.
You may appoint the Chair of the meeting
or any Director as your proxy if you would
like. The Chair of the meeting and the
Directors confirm that they will vote for
resolutions marked “Proxy’s Discretion”,
even if they have an interest in the
outcome of the resolution. The Chair of
the meeting and the Directors intend to
vote all undirected proxies in favour of the
resolutions.
If “Proxy’s Discretion” is ticked, and
your named proxy does not attend the
meeting, or if the proxy is not named, the
Chair of the meeting will act as your proxy.
Postal Voting
A shareholder may cast a postal vote
instead of attending the meeting in
person or appointing a proxy to attend.
Tim Williams, the Company’s Chief
Financial Officer, has been authorised

NOTICE of MeetingEXPLANATORY NotesEXPLANATORY Notes (continued)
Notice is given that the annual meeting
of shareholders of Mainfreight Limited
(the “Company”) will be held at 4.00pm
on Tuesday, 30 July 2019 at the Barrel Hall,
Villa Maria Estate, 118 Montgomerie Road,
Mangere, Auckland.
234
Agenda
CHAIRMAN’S ADDRESS
GROUP MANAGING DIRECTOR’S
ADDRESS
ANNUAL REPORT
To receive and consider the annual report
of the Company for the year ended
31 March 2019, including the financial
statements for that year and the directors’
and auditor’s reports to shareholders.
RESOLUTIONS
To consider and, if thought fit, to pass the
following ordinary resolutions:
1. Re-election of Don Braid
That Don Braid, who retires at the annual
meeting and is eligible for re-election, be
re-elected as a Director of the Company
(see explanatory note).
2. Re-election of Simon Cotter
That Simon Cotter, who retires at the
annual meeting and is eligible for
re-election, be re-elected as a Director of
the Company (see explanatory note).
3. Re-election of Kate Parsons
That Kate Parsons, who retires at the
annual meeting and is eligible for
re-election, be re-elected as a Director of
the Company (see explanatory note).
To consider, and if thought fit, pass the
following special resolution:
4. Changes to the Company’s
Constitution
That the existing constitution of the
Company is revoked, and the constitution
tabled at the meeting, and referred to
in the explanatory note on page 3 of
the notice of meeting, is adopted as the
constitution of the Company.
5. Auditor
That the Directors be authorised to fix the
fees and expenses of the auditor.
OTHER BUSINESS
To consider any other matters that may
lawfully be considered at the meeting.
BY ORDER OF THE BOARD



BRUCE PLESTED CHAIRMAN
26 JUNE 2019
Ordinary Resolutions
1, 2 and 3:
RE-ELECTION OF DIRECTORS
On 1 January 2019, NZX introduced new
Listing Rules (the “New Listing Rules”)
which have replaced the listing rules
which previously applied to the Company
(the “Previous Listing Rules”). The
Company transitions to the New Listing
Rules on 1 July 2019.
Under the New Listing Rules, no directors
of the Company (“Directors”) are required
to retire by rotation at this 2019 Annual
Meeting. However, the Company has
decided that it is appropriate to balance
the cycle of Director re-elections across
the new three-year appointment period
for Directors under the New Listing Rules.
Furthermore, the New Listing Rules
remove the previous exemption from
retirement by rotation for an executive
Director which applied in past years to
Don Braid. Accordingly, Don Braid, Simon
Cotter and Kate Parsons will retire at the
2019 Annual Meeting and each, being
eligible for re-election, offers themselves
for re-election.
Each of Simon and Kate is an Independent
Director, while Don Braid is not an
Independent Director (as determined by
the Board using the definition in the New
Listing Rules).
Simon, Kate and Don stand for re-election
with the unanimous support of the Board.
Brief biographical notes of the Directors
seeking re-election are as follows:
Don Braid
Don Braid has held the role of Group
Managing Director since 2001. His
leadership is underpinned by a strong
belief in Mainfreight’s global competency
and capabilities to provide high-quality
supply chain solutions for our customers.
His visits to our local and overseas
operations guide our teams to be sales-
focused and always aiming for operational
excellence. He is fiercely proud of the
Mainfreight culture, seeing this as a key
reason customers choose Mainfreight over
the competition.
Simon Cotter
Simon Cotter was first appointed as a
Director in 2013. Prior to joining the Board,
Simon had a lengthy association with
Mainfreight through his role with Grant
Samuel & Associates, providing advice
to the Company in relation to its M&A
activities since 2003. His strong financial
skills and business acumen are highly
regarded at the Board table.
Kate Parsons
Kate Parsons joined the Board in 2017,
with over 20 years’ finance experience in a
number of industries both in New Zealand
and overseas. With a passion for high tech
and high growth New Zealand companies,
Kate has held CFO roles with Endace,
PowerbyProxi and Compac Sorting
Equipment Limited. She has extensive
experience in steering companies through
significant growth and change – both in
the private and public domains.
Special Resolution 4:
CHANGES TO MAINFREIGHT’S
CONSTITUTION
The Company needs to amend its
constitution to comply with, and for
consistency with, the New Listing Rules.
A new constitution has been prepared
to replace the Company’s existing
constitution which was based on the
Previous Listing Rules. A copy, marked
to show the changes from the existing
constitution, is available on the Company’s
website at https://www.mainfreight.com/
global/en/global-home/investor-centre.aspx
or may be obtained on request from:
Nikki Cooper at nikki@mainfreight.com,
phone +64 9 259 5511.
A summary of the significant changes
proposed to the constitution is set out
below.
> Methods of holding meetings:
Changes have been made to provide
more up-to-date wording and flexibility
to enable Director and shareholder
meetings to be held by electronic
means.
> Notice of meeting: Changes have
been made to align the requirements
set out in the constitution for a notice
of shareholder meeting with recent
changes made to the Companies
Act 1993 (“Companies Act”), and for
consistency with current market
practice.
> Voting at meetings of shareholders:
The New Listing Rules require that all
voting at shareholders’ meetings must
be conducted by way of a poll. This
has been reflected (where required) in
clause 15.1 of the new constitution.
We have also made a number of
amendments to the remainder of
clause 15 of the new constitution to
reflect changes in law which provide
greater flexibility around audio-visual
meetings and voting and participation
of shareholders by electronic means.
> Proxies: Amendments have been
made to reflect current market practice
relating to appointment of proxies by
electronic means and to reflect changes
to the language used in the New
Listing Rules. The changes do not affect
the right to appoint a proxy. The new
constitution has also been updated to
reflect changes to the Companies Act
which relate to the lodgement of proxies.
> Directors: The rules requiring regular
retirement and re-election of Directors
have been changed as follows:
> Under the Previous Listing Rules, one
third of the Directors, or the number
nearest one third, must retire at the
annual meeting in each year, and are
eligible for re-election. The Directors
to retire are those who have been
longest in office.
> Under the New Listing Rules, a
Director may not hold office, without
being re-elected, past the third
annual meeting after his or her
appointment or re-election, or for
three years, whichever is the longer.
> The Previous Listing Rules provided
that executive Directors were not
required to retire by rotation. That
exception has been removed.
The requirement that the term of
appointment of an executive Director
not exceed five years has also been
removed.
The constitution has been amended to
reflect these changes made by the New
Listing Rules.
> New Listing Rules incorporated by
reference: A number of New Listing
Rules are not expressly set out in the
new constitution, but are instead
incorporated into the constitution by
reference.
> Removal of clauses no longer required
to be incorporated: A number of
clauses have been removed from the
constitution where they are no longer
required by the New Listing Rules to
be set out in the constitution. Where
applicable, the equivalent provisions of
the New Listing Rules are incorporated
by reference into the new constitution –
see the discussion above.

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For your postal vote or proxy to be effective it must be received by 4.00pm Sunday 28 July 2019
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
VOTING/PROXYFORM
Voting
All your securities will be voted in accordance with your
directions. You are entitled to one vote for every fully paid share
you hold in Mainf reight at 4pm on Friday 26 July 2019. Voting
at the meeting will be by way of a poll (which the Chairman of
the meeting will call at the start of the meeting). You may cast
a postal vote or appoint a proxy to vote on your behalf.
How to Vote
Please bring this Voting/Proxy Form to the meeting to assist
registration. To vote by postal vote or appoint a proxy instead,
please complete either process online or post this form.
Please read the instructions below before completing this form.
Postal Vote (refer to Step 1 overleaf)
The Company’s Chief Financial Off icer has been authorised to
receive and count postal votes at the meeting.
If you return your postal vote without indicating how you wish
to vote on a resolution, you will be treated as not having voted
on that resolution.
Appointment of Proxy (refer to Step 1 & 2 overleaf)
If you do not plan to attend the meeting, you may appoint
a proxy (or, in the case of a corporate shareholder, a
representative). A proxy does not need to be a Mainf reight
shareholder. You may direct the proxy on how to vote on
some or all resolutions or leave a decision, some decisions or
all decisions to the proxy’s discretion – do this by ticking the
“Proxy Discretion” box. If you do not tick any of the boxes you
will be treated as having abstained on that resolution.
Any votes where you’ve directed the proxy by ticking the “For”,
“Against” or “Abstain” boxes will be counted as postal votes, so
you don’t need to worry if your proxy is unable to make it to
the meeting. If you complete both step 1 and step 2 overleaf
your postal vote will take priority over your proxy appointment.
You may appoint the Chair of the meeting, or any other
director, as your proxy. To do this, enter ‘the Chairman’ or the
director’s name in the space allocated in ‘Step 2’ of this form.
The Chair of the meeting and directors will vote for resolutions
marked “Proxy’s Discretion”, even if they have an interest in the
outcome of the resolution.
If you’ve ticked the “Proxy’s Discretion” box and your named
proxy does not attend the meeting or you haven’t named a
proxy, the Chair of the meeting will act as your proxy.
GO ONLINE TO LODGE YOUR POSTAL VOTE/PROXY OR TURN OVER TO COMPLETE THE FORM
How to Sign
Individual
Where a shareholder is an individual, this Voting/Proxy Form
must be signed by you or someone you authorise to sign for
you.
Companies
Where a shareholder is a company, this Voting/Proxy Form
must be signed by a director or someone the company
authorises to sign for it.
Trusts
Where a shareholder is a trust, this Voting/Proxy Form should
be signed by at least one trustee in accordance with the
relevant trust deed (using the rules for an individual or a
company, as applicable).
Partnerships
Where a shareholder is a partnership, this Voting/Proxy Form
should be signed by at least one partner in accordance with
the rules governing the partnership (using the rules for an
individual or a company, as applicable).
Joint Shareholders
At least one joint shareholder should sign this Voting/Proxy
Form (on behalf of all joint shareholders). If a joint shareholder
votes differently f rom another joint shareholder, the vote of the
shareholder named f irst in the share register will be counted.
Power of Attorney
If this Voting/Proxy Form is completed by an attorney, the
power of attorney or a certif ied copy must, unless already
provided to Mainf reight Limited, accompany the Voting/Proxy
Form together with a completed certif icate of non-revocation
of authority.
Body Corporate
Where a body corporate is appointing a representative to act
on its behalf, pre-registration will not be required. Instead it will
be suff icient for the appointed person to produce reasonable
evidence at the meeting of his or her authority to represent
the body corporate, as well as a completed copy of this
Voting/Proxy Form.
www.investorvote.co.nz
Lodge your proxy online, 24 hours a day, 7 days a week:
Your secure access information
Control Number:
PLEASE NOTE: You will need your CSN/Securityholder 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.
CSN/Securityholder Number:
Smartphone?
Scan the QR code to vote now.
The Annual Shareholders' Meeting of Mainf reight Limited will be held at The Barrel Hall, Villa Maria Estate,
118 Montgomerie Road, Mangere, Auckland on Tuesday, 30 July 2019, commencing at 4.00pm

VOTING INSTRUCTIONS/VOTING PAPER
APPOINTMENT OF A PROXY
SIGNATURE OF SECURITYHOLDER(S) This section must be completed.
STEP 1
STEP 2
SIGN
ATTENDANCE SLIP
I/We being a shareholder/s of Mainf reight Limited
hereby appoint of
or failing him/her of
as my/our proxy to act generally at the meeting on my/our behalf and to vote as directed above at the
Annual Meeting of Mainfreight Limited to be held at The Barrel Hall, Villa Maria Estate, 118 Montgomerie Road,
Mangere, Auckland on Tuesday 30 July 2019, commencing at 4.00pm and at any adjournment of that meeting.
Contact Name Contact Daytime Telephone Date
Resolutions
1. That Don Braid, who retires at the annual meeting and is eligible for re-election,
be re-elected as a Director of the Company.
2. That Simon Cotter, who retires at the annual meeting and is eligible for
re-election, be re-elected as a Director of the Company.
3. That Kate Parsons, who retires at the annual meeting and is eligible for
re-election, be re-elected as a Director of the Company.
4. That the existing Constitution of the Company is revoked, and the constitution
tabled at the meeting, and referred to in the explanatory note on page 3 of
the notice of meeting, is adopted as the constitution of the Company.
5. That the Directors be authorised to f ix the fees and expenses of the auditor.
ForAgainst
Abstain
Proxy
Discretion
Securityholder 1
or Sole Director/Director
Annual Meeting of Mainf reight Limited to
be held at The Barrel Hall, Villa Maria Estate,
118 Montgomerie Road, Mangere, Auckland
on Tuesday, 30 July 2019.
or Director (if more than one)
Securityholder 2Securityholder 3
PLEASE NOTE: If you mark any of the boxes above “Proxy’s Discretion”, you must also appoint a proxy (although if you’ve marked
“For”, “Against” or “Abstain”, these will be counted as postal votes whether or not your proxy attends the meeting). Even if you cast
a postal vote, you may also appoint a proxy to attend the meeting on your behalf by f illing out this section. You can choose the
Chair of the meeting or any Director to be your proxy.
(full name of proxy)
(full name of proxy)
(full address) Note: Leave blank if appointing the Chair or a Director as your proxy
(full address) Note: Leave blank if appointing the Chair or a Director as your proxy