Notice of Annual Meeting

Business
A. Chair’s Address
B. Chief Executive Officer’s Address
C. Financial Statements and Reports
D. Resolutions
1. That Liz Coutts, who retires and, being eligible,
offers herself for re-election, be re-elected
as a director of the Company.
2. That David Mair, who retires and, being eligible,
offers himself for re-election, be re-elected as a
director of the Company.
3. To authorise the Directors to fix the remuneration
of the auditors for the ensuing year.
4. That, effective from the close of the Annual
Meeting, the constitution of the Company be
amended in the form and manner described in
the Explanatory Notes.
E. Other Business
Proxies and voting
The persons who will be entitled to vote on the
resolutions at the meeting are those persons who
will be the shareholders of the Company at 5.00pm
on Monday, 07 October 2019. Any shareholder who
is entitled to attend and vote at the meeting may
appoint a proxy instead to attend and vote on their
behalf. Shareholders entitled to attend and vote at
the meeting may cast a postal or online vote instead
of attending in person or by proxy. A proxy need
not be a shareholder of the Company. The Chair
of the Company is willing to act as proxy for any
shareholder who may wish to appoint her for that
purpose. The Chair intends to vote any undirected
proxies in favour of the resolutions.
If you wish to appoint a proxy, please review the
enclosed proxy form which provides information for
you to complete the form online, by mail or by fax. If
you wish to cast a postal vote or vote online, please
review the enclosed proxy form which provides
information for you to complete the form online, by
mail or by fax.
For your vote or proxy appointment to be effective,
it must be received not less than 48 hours before the
time of holding the meeting. Graham Leaming, CFO,
has been authorised by the Board to receive and
count postal and online votes at the meeting.
Resolutions 1, 2 and 3 are ordinary resolutions,
requiring a simple majority of the votes of those
shareholders entitled to vote and voting. Resolution
4 is a special resolution, requiring a majority
of 75% or more of the votes of those shareholders
entitled to vote and voting.
Explanatory Notes
The new NZX Listing Rules, which the Company
adopted on 1 January 2019, prohibit a director from
holding office (without re-election) for longer than 3
years or 3 annual meetings, whichever is longer. If
a director is eligible, he or she may offer himself or
herself for re-election by shareholders at the meeting.
Resolution 1: Re-election of Liz Coutts
Liz Coutts was appointed to the Board in 2002 and
as Skellerup Chair in January 2017. Liz was last re-
elected by shareholders at the 2015 Annual Meeting
and therefore is required to retire in accordance with
new NZX Listing Rule 2.7.1. Being eligible, Liz offers
herself for election as a non-executive director of
the Company. For the purposes of the NZX Listing
Rules, the Board has determined that Liz Coutts is an
independent director.
Liz has over 20 years governance experience as
Board Chair and Audit Committee Chair in both
private and public sectors across a broad range of
industries. Liz is Chair of the Ports of Auckland and
Oceania Healthcare, a director of EBOS Group and in
June 2019 completed a two-year term as President of
the Institute of Directors.
Resolution 2: Re-election of David Mair
David Mair was appointed to the Board in November
2006, and to the CEO role in August 2011. David was
elected by shareholders at the 2016 Annual Meeting
and therefore is required to retire in accordance
with new NZX Listing Rule 2.7.1. Being eligible,
David offers himself for election as a director of the
Company. For the purposes of the NZX Listing Rules,
the Board has determined that David Mair is not an
independent director.
Notice of Meeting
Notice is hereby given that the Annual Meeting of Shareholders of Skellerup Holdings Limited (the Company) will
be held in the South Stand at Eden Park, Reimers Avenue, Auckland on Wednesday, 09 October 2019 at 2.30pm.
SKELLERUP HOLDINGS

David has wide-ranging international experience
at director and executive level, and is an expert in
managing international manufacturing businesses
with a particular knowledge of Asia, where he
has both lived and worked for a number of years.
David has previously been a director of the A2 Milk
Company, an Executive Director of Interlock Group
and Vice President of Asia Pacific Operations of ASSA
ABLOY (Sweden). He is currently a Director of Forté
Funds Management Limited.
Resolution 3: Remuneration of auditors
The current auditors of the Company, Ernst & Young,
will be automatically reappointed as the Company’s
auditor under section 207T of the Companies Act
1993. Under section 207S of the Companies Act 1993
auditors’ fees and expenses must be fixed in the
manner determined at the meeting. Shareholder
approval is therefore sought for the Board to fix Ernst
& Young’s remuneration for the following year.
Resolution 4: Amendment of the Company’s constitution
This special resolution seeks shareholder approval to
alter the Company’s constitution. The amendments to
the constitution are procedural in nature as a result
of the Company’s transition to the new NZX Listing
Rules on 1 January 2019 and reflect the following:
• including an express statement that the Company
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
securities held in less than a minimum holding
so as to provide for those securities to be sold on
market (including through a broker on behalf of
the Company), rather than through NZX or in some
other manner approved by NZX;
• removing clauses in respect of Managing
Directors as these are no longer consistent with
the NZX Listing Rules; and
• removing the specific quorum for a meeting of
an interest group, so that the quorum for such
a meeting is consistent with other meetings of
shareholders.
The Company’s constitution was last amended in
2016. An amended constitution has been prepared
and a copy, marked up to show the changes from the
Company’s existing constitution, is available at
http://www.skellerupholdings.com/Reports/Skellerup_
Constitution_Amendment_ASM_2019.pdf
Pursuant to a class waiver granted by NZX Regulation,
the Company is permitted to defer updating its
constitution until this Annual Meeting. If any of the
provisions of the updated constitution are inconsistent
with the NZX Listing Rules (as amended by any ruling
granted to the Company), the NZX Listing Rules will
prevail. A copy of the NZX Listing Rules is available at
www.nzx.com.
The proposed alterations to the Company’s constitution
do not impose or remove a restriction on the activities
of the Company, and accordingly no rights arise under
section 110 of the Companies Act 1993.
The Board unanimously recommends shareholders
vote in favour of the amendments to the
Company’s constitution.
Note
Refreshments will be served at the conclusion of the
meeting.
For and on behalf of the Board
Elizabeth Coutts
Chair
Skellerup Holdings Ltd
Auckland
04 September 2019
SKELLERUP HOLDINGS

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Voting/Proxy Form: Skellerup Holdings Limited (SKL) Annual Meeting
Voting
Voting at the annual meeting will be decided by a poll. Set out below are details on
voting matters for the annual meeting.
A Voting/Proxy Form for use at the annual meeting is enclosed with this notice of
meeting, which you should bring to the meeting as it also constitutes your voting paper.
Every SKL shareholder whose name is registered in the share register as at 5.00pm on
07 October 2019 and who is present at the meeting in person or by proxy or in the case
of a body corporate shareholder, by representative, can vote in respect of Resolutions 1
through 4 and shall have one vote in respect of every fully paid SKL share held by that
SKL shareholder at that time.
How to Vote
In Person: If you intend to attend the meeting, please bring this Voting/Proxy form,
intact, to the meeting.
Online: Visit www.investorvote.co.nz and follow the prompts. (This is the easiest way to
vote should you not be attending the meeting.)
By Mail or Fax: Complete, sign and return this form, casting a postal vote, to the address
or fax number at the top of the page.
If you cast a postal vote, you may also appoint a proxy to attend the meeting on your
behalf by completing the YES box under the heading "Other Matters" in Step 1 overleaf.
Appointment of Proxy
If you DO NOT intend to attend the meeting, but wish to be represented by a proxy,
please appoint your proxy in one of the following ways:
Online: Visit www.investorvote.co.nz and follow the prompts.
By Mail or Fax: Complete, sign and return this form to the address or fax number at the
top of the page.
We need to receive the completed forms no later than 2.30pm on 07 October 2019.
A proxy need not be a shareholder. The person you appoint as your proxy will be entitled
to attend the meeting to represent your interests. If you mark the “Proxy Discretion”
box for any resolution, you are directing your proxy to vote as he or she thinks fit. If your
proxy does not attend the meeting, your vote will not be counted.
If you wish, you may appoint the Chair of the Company, the Chair of the meeting or
any director as your proxy. To appoint the Chair or a director, enter “the Chair” or the
director’s name in the space allocated in Step 1 of this form. If you appoint the Chair or
any director as your proxy, and you mark the “Proxy Discretion” box, the Chair or director
will vote for the resolution in respect of your proxy.
Signing Instructions for Postal Forms
Individual
Where a shareholder is an individual, this Voting/Proxy Form must be signed by the
shareholder or his or her duly authorised attorney.
Companies
Where a shareholder is a company, this Voting/Proxy Form must be signed by a director
or a duly authorised attorney or officer.
Trusts
Where a shareholder is a trust, this Voting/Proxy Form should be signed as above by
at least one trustee in accordance with the relevant trust deed (using the rules for
an individual or a company, depending upon whether the trustee is an individual or a
company).
Partnerships
Where a shareholder is a partnership, this Voting/Proxy Form should be signed as above
by at least one partner in accordance with the rules governing the partnership (using the
rules for an individual or a company, depending upon whether the partner is an individual
or a company).
Joint Shareholders
At least one joint shareholder should sign this Voting/Proxy 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 joint shareholder will be
counted. Seniority shall be determined by the order in which names stand in Skellerup
Holdings Limited’s share register.
Power of Attorney
If this Voting/Proxy Form is completed by an attorney, the power of attorney or a certified
copy must, if not previously produced to Skellerup Holdings Limited, accompany the
Voting/Proxy Form together with a completed certificate of non-revocation of authority.
Body Corporate
A body corporate shareholder may appoint a representative on its behalf in the same
manner as if it were appointing a proxy, provided that the Chair of a meeting, the
Board, or the persons checking the entitlement of people to attend a meeting, shall waive
any time limit for prior notice in respect of a corporation in favour of a person who at a
meeting can produce reasonable evidence of their authority to represent the corporation.
Your secure access information
Control Number: CSN/Securityholder Number:
PLEASE NOTE: You will need your CSN/Securityholder Number and post code to lodge your vote or appoint your proxy online.
www.investorvote.co.nz
Lodge your vote or appoint your proxy online.
Smartphone?
Scan the QR code to vote or appoint your proxy now.
For your postal vote or proxy to be effective, the Voting/Proxy Form must be received by 2.30pm on Monday 07 October 2019
Go online to vote or appoint your proxy, or turn over to complete the form
How to vote
In Person
Attend the Annual Meeting
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

Contact Name Contact Daytime Telephone Date
hereby appointof
or failing him/herof
Voting Instructions/Voting Form
STEP 1
I/We being a shareholder/s of Skellerup Holdings Limited
Please note: If you do not plan to attend the meeting, you may cast a postal vote or appoint a proxy to vote at the meeting.
Please note: If you mark any of the PROXY DISCRETION or YES boxes above, you must appoint a proxy. If you mark any of the FOR, AGAINST or ABSTAIN
boxes, your vote will be counted as a postal vote. In addition to casting a postal vote, you may also appoint a proxy to attend the meeting on your behalf by
selecting YES above. This may be the Chair or any Director if you so wish.
Resolutions: Annual Meeting
1. That Liz Coutts be re-elected as a director of the Company.
2. That David Mair be re-elected as a director of the Company.
3. That the directors are authorised to fix the fees and expenses of the auditors, for the ensuing year.
4. That, effective from the close of the Annual Meeting, the existing constitution of the Company be amended in the form
and manner described in the Notice of Meeting.
The Board recommends that you vote in favour of each of the above resolutions.
Other Matters
I wish to appoint a proxy to attend the meeting on my behalf
as my/our Proxy to exercise my/our vote in accordance with my/our directions at the Annual Meeting of the Shareholders of Skellerup Holdings Limited to be held in the
South Stand at Eden Park, Reimers Avenue, Auckland on Wednesday 09 October 2019 at 2.30pm and at any adjournment of that meeting, and to vote as my/our proxy
thinks fit on any resolution to amend the resolution, on the resolution so amended and on any other resolution proposed at the meeting (or any adjournment) so as to give
effect to my/our intention as set out below where possible.
Shareholder 1 Shareholder 2 Shareholder 3
or director or duly authorised officer or attorney
Annual Meeting of the Shareholders of Skellerup
Holdings Limited to be held in the South Stand at
Eden Park, Reimers Avenue, Auckland on Wednesday
09 October 2019 at 2.30pm
Signature of Securityholder(s) This section must be completed.
SIGN
Appointment of Proxy
STEP 2
For
Against
No
Proxy
DiscretionAbstain
Ye s
ATTENDANCE SLIP