Notice of Annual Shareholders’ Meeting

Notice of Annual Shareholders’ Meeting 2019
29 August 2019 – The following materials relating to Mercury’s 2019 Annual Shareholders’ Meeting are shortly
being sent to Mercury Shareholders:
- Email to Shareholders with details of Annual Shareholders’ Meeting 2019
- Notice of Meeting 2019
- Voting/Proxy Form 2019
Mercury’s Annual Shareholders’ Meeting will be held on Friday 27 September 2019 at 10:00am at Level 4 Lounge,
South Stand, Eden Park, Gate G, Reimers Ave, Kingsland, Auckland, New Zealand.

For further information:

Investor Relations – Tim Thompson 0275 173 470
Media – Craig Dowling 0272 105 337

ENDS
Attachments:

- Email to Shareholders with details of Annual Shareholders’ Meeting 2019
- Notice of Meeting 2019
- Voting/Proxy Form 2019


ABOUT MERCURY NZ LIMITED
Mercury’s mission is energy freedom. Our purpose is to inspire New Zealanders to enjoy energy in more wonderful
ways and our goal is to be New Zealand’s leading energy brand. We focus on our customers, our people, our
partners and our country; maintain a long-term view of sustainability; and promote wonderful choices. Mercury is
energy made wonderful.
Visit us at: www.mercury.co.nz

STOCK EXCHANGE LISTINGS: NZX (MCY) / ASX (MCY)

NEWS RELEASE

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OUR ANNUAL SHAREHOLDERS’
MEETING.
As an owner of Mercury NZ Limited, you are invited to our Annual Shareholders’ Meeting.
Venue: Level 4 Lounge, South Stand, Eden Park, Gate G, Reimers Ave, Kingsland, Auckland
Date: Friday 27 September 2019
Time: 10:00am
BUSINESS
A. CHAIR’S WELCOME AND STRATEGIC OVERVIEW
B. CHIEF EXECUTIVE’S REPORT ON FINANCIAL AND BUSINESS PERFORMANCE
C. ORDINARY RESOLUTION
The following ordinary resolution will be voted on at the meeting:
Resolution 1: Re-election of James Miller
That James Miller, who retires and is eligible for re-election, be re-elected
as a director of the company.
D. SPECIAL RESOLUTION
The following special resolution will be voted on at the meeting:
Resolution 2: Amendment of Constitution
That Mercury NZ Limited amend its constitution in the form and manner described in the
explanatory notes, with effect from the close of the Annual Shareholders’ Meeting.
E. OTHER BUSINESS
To consider any other matter raised by a shareholder at the meeting.
By order of the Board
HOWARD THOMAS
COMPANY SECRETARY
29 AUGUST 2019

RESOLUTION 1:
RE-ELECTION OF JAMES MILLER AS DIRECTOR
Under the NZX Listing Rules, a Mercury director must not hold office (without re-election) past the
third Annual Shareholders’ Meeting following the director’s appointment, or 3 years, whichever is
longer. If they wish, they may seek re-election.
James Miller is the director retiring in 2019, and James Miller is seeking re-election. James is an
Independent Director (as determined by the Board using the definition in the NZX Listing Rules)
and stands for re-election with the unanimous support of the Board.
RESOLUTION 2:
SPECIAL RESOLUTION AMENDMENT OF CONSTITUTION
This special resolution seeks shareholder approval to alter Mercury’s constitution. The amendments
to the constitution are procedural in nature resulting from Mercury’s transition to the new NZX
Listing Rules on 17 April 2019 and reflect the following:
• including an express statement that Mercury shall comply with the minimum Board
composition requirements of the NZX Listing Rules;
• amending the clauses relating to the rotation of directors to cross refer to the requirements
set out in the NZX Listing Rules;
• amending the procedure allowing for the sale of share parcels of less than a minimum
holding so as to provide for those shares to be sold on market (including through a broker on
behalf of Mercury), rather than through NZX or in some other manner approved by NZX;
• removing the clauses in respect of managing directors as these are no longer consistent with
the NZX Listing Rules;
• removing the clause in respect of deemed re-election of directors so that directors can only
be re-elected by ordinary resolution;
• amending wording relating to indemnification of directors and employees so that these
indemnifications are not mandatory and will be granted at the discretion of the Board; and
• removing the requirement to have Mercury’s auditor act as the scrutineer of polls conducted
at Annual Shareholders’ Meetings, as a third party, Mercury’s share registrar, will be
conducting these polls and therefore a scrutineer is not considered necessary.
If any of the proposed amendments are inconsistent with the NZX Listing Rules, the NZX Listing
Rules (as amended by any waiver or ruling granted to Mercury) will prevail. A copy of the NZX
Listing Rules is available at www.nzx.com.
The proposed amendments are set out in a marked-up copy of the constitution that is available for
inspection at Mercury’s registered office, 33 Broadway, Newmarket, Auckland, 1023, New Zealand
and on Mercury’s website at www.mercury.co.nz/asm.
The proposed alterations to Mercury’s constitution do not impose or remove a restriction on the
activities of Mercury, and accordingly no rights arise under section 110 of the Companies Act 1993.
The Board unanimously recommends shareholders vote in favour of the alterations to
Mercury’s constitution.
EXPLANATORY NOTES
JAMES MILLER // DIRECTOR
APPOINTED MAY 2012
Last re-elected 4 November 2016
James Miller was appointed a director of Mercury in May 2012 and is a member of the
Risk Assurance and Audit Committee and the Nominations Committee. He is Chair of NZX,
acting Deputy Chair of Accident Compensation Corporation, and a director of The New Zealand
Refining Company. He has specialist expertise in utility economics and 15 years’ experience
in capital markets, having retired as a director and Head of NZ Wholesale Equities with Craigs
Investment Partners. James’ prior roles included Head of Equities and Head of Research at ABN
AMRO. James is a Fellow of the Institute of Finance Professionals and the New Zealand Institute
of Chartered Accountants.

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WEBCAST
If you are unable to attend the meeting, and
would like to watch it online, please visit:
www.mercury.co.nz/asm.
Shareholders who choose to watch online
can vote either by postal or proxy vote
(online or by post).
IMPORTANT INFORMATION
VOTING
Voting entitlements for the meeting will be
fixed as at 5:00pm (NZ time) on Wednesday
25 September 2019. Only people registered
as shareholders at that time will be able to vote
at this meeting and only on their shareholdings
at that time.
PROXIES AND CORPORATE REPRESENTATIVES
Any shareholder entitled to vote at the meeting
may appoint a proxy (or representative, in the
case of a corporate shareholder) to attend and
vote on their behalf. A proxy does not have to
be a Mercury shareholder. You may appoint the
Chair of the meeting or any director as your
proxy. The Chair of the meeting and the
directors will vote for resolutions marked
“Proxy’s Discretion”, even if they have an
interest in the outcome of the resolution.
If you have ticked the “Proxy’s Discretion” box
and your named proxy does not attend the
meeting or you have not named a proxy, the
Chair of the meeting will act as your proxy.
POSTAL VOTING
You can cast a postal vote instead of attending
the meeting in person or appointing a proxy to
attend. Howard Thomas, the Company
Secretary, has been authorised by the Board 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 10:00am (NZ time) on
Wednesday 25 September 2019.
Any Voting/Proxy Form received after that time
will not be valid for the meeting. Please see the
Voting/Proxy Form for more information on
how to return your proxy or postal vote.
ONLINE PROXY AND POSTAL VOTING
Proxy appointments or postal votes can be
lodged online at www.investorvote.co.nz.
To vote online you must enter your CSN/
Securityholder number, Postcode/Country of
Residence and the secure access Control
Number that is located on the front of your
Voting/Proxy form or advised in the email
notification you received.
To cast a postal vote or appoint a proxy, select
your preferred voting method and follow the
prompts online.
RESOLUTIONS
Resolution 1 is an ordinary resolution, meaning
that it can be approved by a simple majority
(more than 50%) of the votes cast.
Resolution 2 is a special resolution, meaning
that it must be approved by 75% or more of
the votes of those shareholders entitled to vote
and voting on the resolution.
VOTING RESTRICTIONS
There are no voting restrictions on the
resolutions proposed in this Notice of Meeting.
RSVP > ANNUAL SHAREHOLDERS’ MEETING
To help with our planning, please let us know if you would like to attend
our Annual Shareholders’ Meeting. All you need to do is tick the boxes
below and send this form back to us in the free-post envelope enclosed.
The meeting is being held at Eden Park, Reimers Ave, Kingsland,
New Zealand on Friday 27 September 2019 starting at 10:00am.
Please tick:

Yes I will attend the meeting

I wish to be accompanied by my spouse, partner or companion
(only one guest per shareholder)
Shareholder name:
> HOW TO GET TO EDEN PARK
LEVEL 4 LOUNGE,
SOUTH STAND,
EDEN PARK, GATE G,
REIMERS AVENUE,
KINGSLAND, AUCKLAND
• Free parking at Eden Park is available
in P5 off Reimers Ave
• Entry to the Annual Shareholders’ Meeting
is via Gate G/P5
• Take the lift to Level 4
• Enter the South Level 4 Lounge
• Eden Park is well served by rail and
bus services. Kingsland train station
is opposite Eden Park.
WALTERS ROAD
TO TRAINS
REIMERS AVENUE
BUS HUB
CRICKET AVENUE
SANDRINGHAM ROAD
P2P1P2
SOUTH STAND
EAST STAND
WEST STAND
F
E
D
CBA
H
EDEN PARK
G
GATE
P5
CAR PARK
ENTRY
HERE

> MERCURY NZ LIMITED
33 BROADWAY, NEWMARKET, AUCKLAND 1023
PHONE +64 9 308 8200 FAX +64 9 308 8209MERCURY.CO.NZ
NOTICE OF REPORT AVAILABILITY
Our most recent and future Annual and Interim Reports are, or will be, available on our website www.mercury.co.nz/investors
If you would like to receive free printed copies or electronic copies of our most recent and future Annual and Interim Reports,
please email ecomms@computershare.co.nz at any time.

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Lodge your postal vote or proxy
Online
www.investorvote.co.nz
By Mail
Computershare Investor Services
Private Bag 92119, Auckland 1142, New Zealand
By Fax
+64 9 488 8787
For all enquiries contact
By Phone
+64 9 488 8777
By Email
corporateactions@computershare.co.nz
The Annual Shareholders’ Meeting of Mercury NZ Limited will be held on Friday 27 September 2019 at 10:00am
at Level 4 Lounge, South Stand, Eden Park, Gate G, Reimers Ave, Kingsland, Auckland.
Voting/Proxy Form
www.investorvote.co.nz
Lodge your proxy online, (24/7 access) by 10:00am on Wednesday 25 September 2019
Your secure access information
Control Number:
CSN/Securityholder Number:
To vote online you will need the above Control Number, your CSN/Securityholder Number
and postcode or country of residence if you reside outside of New Zealand.
Smartphone?
Scan the QR code to vote now.
To be effective as a postal vote or proxy, the Voting/Proxy Form must be received by 10:00am on 25 September 2019.
> TURN OVER TO COMPLETE THE FORM TO VOTE
VOTING
You are entitled to one vote for every fully paid share you hold in Mercury NZ Limited at
5:00pm on Wednesday 25 September 2019. Voting at the meeting will be by way of a
poll (which the Chair 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 so we can scan the barcode to
register you.
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 Secretary has been authorised by the Board 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 voting on that resolution.
Appointment of Proxy (refer to Steps 1 & 2 overleaf)
You may appoint a proxy (or, in the case of a corporate shareholder, a representative) to
attend on your behalf. A proxy does not need to be a Mercury 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.
Any votes where you have directed the proxy by ticking the “For”, “Against” or “Abstain”
boxes will be counted as postal votes, so you do not need to worry if your proxy is unable
to make it to the meeting.
You may appoint the Chair of the meeting or any director as your proxy. To do this, enter
“the Chair” or the director’s name in the space allocated in “Step 2” of this form. The
Chair of the meeting and the directors will vote for resolutions marked “Proxy’s Discretion”,
even if they have an interest in the outcome of the resolution.
If you have ticked the “Proxy’s Discretion” box and your named proxy does not attend the
meeting or you have not named a proxy, the Chair of the meeting will act as your proxy.
As noted above, the Chair will vote in favour of those resolutions.
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 from another joint shareholder, the
vote of the shareholder named first 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 certified
copy must, unless already provided to Mercury NZ Limited, accompany the Voting/ Proxy
Form together with a completed certificate 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 sufficient 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.
SAMPLE ONLY

> STEP 1: VOTING INSTRUCTIONS/VOTING PAPER
Cast a postal vote, or instruct your proxy to vote, by placing a tick in the relevant box.
Tick one box only in respect of each resolution. If you are appointing a proxy and want your
proxy to decide how to vote on a resolution, please mark the box “Proxy’s Discretion”.
ResolutionsForAgainstAbstain
Proxy’s
Discretion
1.To re-elect James Miller as a director
2.To amend the constitution
> STEP 2: APPOINTMENT OF A PROXY
If you mark any of the boxes above “Proxy’s Discretion”, you must also appoint a proxy
(although if you have 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 filling out this section.
You can choose the Chair of the meeting or any director to be your proxy.
I/We
the above named shareholder/shareholders of Mercury NZ Limited
hereby appoint: of
(full name of proxy) (full address) Note: Leave blank if appointing the Chair or a director as your proxy
Or failing that person of
(full name of proxy) (full address) Note: Leave blank if appointing the Chair or a director as your proxy
as my/our proxy to vote for me/us on my/our behalf as directed above and on any
other matter to be put to the Annual Shareholders’ Meeting of Mercury NZ Limited
to be held on Friday 27 September 2019, 10:00am and at any adjournment or
postponement of this meeting.
> SIGNATURE OF SHAREHOLDER(S) THIS SECTION MUST BE COMPLETED
Shareholder 1 Shareholder 2 Shareholder 3

Contact Name Daytime Telephone Date
The Annual Shareholders’ Meeting of Mercury NZ Limited will be held
on Friday 27 September 2019 at 10:00am at Level 4 Lounge, South
Stand, Eden Park, Gate G, Reimers Ave, Kingsland, Auckland.
ATTENDANCE SLIP