Notice of 2019 Annual Meeting of Shareholders

NOTICE OF 2019
ANNUAL MEETING
OF SHAREHOLDERS
Notice is given that the 2019 Annual Meeting of
Shareholders of Steel & Tube Holdings Limited (the
“Company” or “Steel & Tube”) will be held in the
Golden Fleece room, Crowne Plaza Hotel,
764 Colombo Street, Christchurch, on Wednesday
25 September 2019, commencing at 2.00pm.
steelandtube.co.nz
Dear Shareholder
I am pleased to invite you to Steel & Tube’s Annual
Shareholders’ Meeting in Christchurch on
25 September 2019.
As we did last year, we are holding our Meeting in
a different city to enable more of our shareholders
to attend and provide the opportunity to meet
your Board and management team.
Should you be unable to attend, we invite you to
view the Meeting online at https://livestream.com/
accounts/7315045/events/8779812.
Our goal remains to be the leader in buying,
selling, processing and placing steel products in
New Zealand. While market conditions have been
challenging, we have been making good progress
in our business transformation programme and
benefits are now being seen. The Meeting is an
opportunity for you to hear about our strategy and
progress and learn more about our industry and
aspirations.
At this year’s Meeting, we will be farewelling
Rosemary Warnock who has been a Director since
2010. Rosemary has been a valued member of
the Board and has provided excellent guidance
through her role as chair of the Quality, Health,
Safety and Environment Committee. The
Company’s health and safety performance has
improved significantly under her stewardship
and we will take the opportunity to acknowledge
her contributions at the Meeting. The Board has
appointed John Beveridge as a Director and he
will be standing for election at the Meeting.
We look forward to meeting you in Christchurch.
Susan Paterson
Chair

AGENDA
1. CHAIR AND MANAGEMENT PRESENTATIONS
2. SHAREHOLDER DISCUSSION
3. RESOLUTIONS
To consider and, if thought fit, pass the following ordinary resolutions:
RESOLUTION 1: AUDITOR’S REMUNERATION
That the Directors be authorised to fix the fees and expenses
of PricewaterhouseCoopers as the Company’s auditor.
RESOLUTION 2: ELECTION OF JOHN BEVERIDGE
That John Beveridge, who was appointed as a Director by
the Board during the year, be elected as a Director of the
Company.
To consider and, if thought fit, pass the following special resolution:
RESOLUTION 3: AMENDMENT OF THE COMPANY’S
CONSTITUTION
That the Company’s Constitution be amended in the form
and manner described in the Explanatory Notes, with effect
from the close of the Annual Meeting.
Further information relating to the resolutions is set out in the
Explanatory Notes to this Notice of Meeting.
4. OTHER BUSINESS
The Board and management invite attendees to join them for light
refreshments at the end of the Meeting.
By Order of the Board of Directors
Greg Smith
Authorised Officer
27 August 2019

EXPLANATORY NOTES
RESOLUTION 1: FIX THE REMUNERATION OF THE AUDITOR
Under section 207T of the Companies Act 1993, PricewaterhouseCoopers is automatically reappointed at the
Annual Meeting as auditor of the Company. The resolution authorises the Board to fix the remuneration of
PricewaterhouseCoopers as the Company’s auditor.
RESOLUTION 2: ELECTION OF JOHN BEVERIDGE AS A DIRECTOR
The Listing Rules require that any person who is appointed as a Director by the Board shall retire from office at the next
Annual Shareholders’ Meeting but shall be eligible for election at that meeting.
John has held a range of senior executive roles across a variety of sectors including building and industrial materials
manufacturing, distribution, finance and consumer goods. He was most recently the Chief Executive for the building
trade materials supplier, Placemakers, and previously held leadership roles at Godfrey Hirst, Lion Nathan and Barclays
Bank PLC. John currently sits on the boards of the Building Industry Federation, Horizon Energy Group and Design
Windows Auckland. He has an economics degree from Otago University and has completed the Senior Executive
program at Columbia University, New York.
John was appointed as a Director on 14 August 2019. The Board believes his extensive building products sector
experience, and his expertise in marketing, supply chain and logistics bring added value at a governance level. In
accordance with the Listing Rules, John retires and offers himself for election. The Board has determined that John
Beveridge is an Independent Director.
The other Directors support the election of John Beveridge as a Director and recommend that shareholders vote to
approve Resolution 2.
RESOLUTION 3: AMENDMENT OF THE COMPANY’S CONSTITUTION
On 1 January 2019, NZX Limited introduced new Listing Rules (the Listing Rules). The Company transitioned to the
Listing Rules on 30 April 2019 and, accordingly, a number of procedural amendments are required to be made to the
existing Constitution of the Company to ensure it complies with the Listing Rules. A number of conforming changes
have also been made to reflect recent amendments to the Companies Act 1993 and that the Financial Markets
Conduct Act 2013 has replaced the Securities Transfer Act 1991.
This special resolution seeks shareholder approval to amend the Company’s Constitution, with effect from the close of
the Meeting.
The key changes to the Company’s Constitution reflect the following:
1. Amending the clauses relating to director rotation to incorporate the requirements of the Listing Rules by
reference to the requirements of the Listing Rules.
2. Aligning the timeframe requirements for shareholders nominating directors to adopt the requirements of the
Listing Rules.
3. Simplifying provisions relating to a Managing Director, to reflect changes to the Listing Rules. The Company
does not have a Managing Director.
4. Requiring voting at meetings of shareholders to be conducted by poll.
5. Removing provisions relating to payments upon cessation of office which became redundant following the
Company’s 2004 annual meeting.
Pursuant to the Companies Act 1993, the proposed amendments must be approved by a special resolution of
shareholders. As the amendments to the Constitution do not 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
1993 do not apply.
The Company’s solicitors, Chapman Tripp, have provided an opinion to NZX that they consider that the Constitution
after the proposed amendments will comply with the Listing Rules.
A mark-up of the Constitution setting out all of the proposed amendments can be viewed on the Steel & Tube website
at https://steelandtube.co.nz/investor/annual-meetings and is also available at the registered office of the Company at
Level 7, 25 Victoria St, Petone, Lower Hutt 5012, New Zealand.
The Board unanimously recommends that shareholders vote in favour of the amendments to the Company’s
Constitution.

PROCEDURAL NOTES
ENTITLEMENT TO VOTE
The only persons entitled to vote at the Annual Meeting are registered shareholders of the company at 5pm on
Monday 23 September 2019 and only the shares registered in those shareholders’ names at the time may be
voted at the Meeting in person or by proxy.
PROXIES AND CORPORATE REPRESENTATIVES
Any shareholder who is entitled to vote at the Annual Meeting may appoint a proxy (or in the case of a corporate
shareholder, a representative) to attend and vote on their behalf. A proxy does not have to be a shareholder in the
Company. A shareholder may appoint the Chair of the Meeting, or another person, to act as proxy.
A shareholder wishing to appoint a proxy can do so by:
• completing the enclosed Proxy/Voting Form and returning it by mail, email or fax to Computershare Investor
Services Limited; or
• appointing a proxy online at www.investorvote.co.nz in accordance with the instructions set out in the enclosed
Proxy/Voting Form, so as to ensure it is received by 2pm on Monday 23 September 2019 (being 48 hours
before the time for holding the Annual Meeting).
• The address details for Computershare Investor Services Limited are: Private Bag 92119, Auckland 1142,
Fax +64 9 488 8787 or email corporateactions@computershare.co.nz.
If you appoint a proxy, you may either direct your proxy how to vote for you or you may give your proxy discretion
to vote as s/he sees fit. If you wish to give your proxy discretion, you must mark the appropriate boxes to grant
your proxy that discretion. If you do not tick any box for a particular resolution, or the form is otherwise unclear,
then your proxy will abstain from voting. If you mark more than one box on an item, your vote will be invalid on
that item.
If, in appointing a proxy, you inadvertently do not name someone to be your proxy (either online or on the
enclosed proxy form), or your named proxy does not attend the meeting, the Chair of the meeting will be your
proxy and will vote in accordance with your express direction. The Chair and the Directors intend to vote proxies
granted to them and marked ‘Proxy Discretion’ in favour of the resolutions.
Please see the Proxy/Voting Form for further details and instructions.
RESOLUTIONS
Resolutions 1 and 2 are Ordinary Resolutions and require approval by a simple majority (greater than 50%) of the
votes of those shareholders entitled to vote and voting on the resolution. Resolution 3 is a Special Resolution
and therefore requires approval by 75% of the votes of those shareholders entitled to vote and voting on the
resolution.
WEBCAST
Shareholders will be able to view the meeting online at https://livestream.com/accounts/7315045/events/8779812.
QUESTIONS
The Company offers a facility for shareholders to submit questions to the Board in advance of the Annual
Meeting. Questions should be relevant to matters at the Annual Meeting, including matters arising from the
financial statements, general questions regarding the performance of the Company, and questions which relate
to the resolutions. The Company has the discretion as to which of these questions will be addressed at the
Annual Meeting. Please submit questions by email to investor@steelandtube.co.nz. Please write ‘Questions from
Shareholders’ in the subject line of the email. There will also be the opportunity for shareholders and proxy holders
to ask questions at the Annual Meeting.
PRESENTATIONS
The Chair and Management presentations from the 2019 Annual Meeting will be released to the NZX and
published on the Company website at the link set out below. A summary of the proceedings will be available as
soon as practicable following the close of the Annual Meeting on the Company website at
https://steelandtube.co.nz/investor/annual-meetings.
2019 ANNUAL REPORT
Steel & Tube’s 2019 Annual Report is available on the Company website at
https://steelandtube.co.nz/investor/reports.