Notice of Annual Shareholder Meeting

Release






M e r i d i a n E n e r g y L i m i t e d ( A R B N 1 5 1 8 0 0 3 9 6 ) A c o m p a n y i n c o r p o r a t e d i n N e w Z e a l a n d
L e v e l 2 , 5 5 L a d y E l i z a b e t h L a n e , P O B o x 1 0 8 4 0 , W e l l i n g t o n 6 1 4 3

m e r i d i a n e n e r g y . c o . n z
Stock Exchange Listings NZX (MEL) ASX (MEZ)
Notice of Annual Shareholder Meeting
16 September 2019
Attached is Meridian Energy Limited’s 2019 Notice of Meeting and Proxy/Voting Form, which will be
sent to security holders today.
ENDS
Jason Stein
Company Secretary
Meridian Energy Limited



For investor relations queries, please contact:
Owen Hackston
Investor Relations Manager
021 246 4772

For media queries, please contact:

Claire Shaw
Corporate Communications Manager
021 370 677

---

Meridian Energy Limited.
Notice of Annual Shareholder Meeting.
Meridian Energy Limited.
Notice of Annual Shareholder Meeting.

The Annual Shareholder Meeting
(ASM) of Meridian Energy Limited
(NZ 938552) (ARBN 151 800 396)
Riccarton Park Function Centre,
Balmerino Room, Club Stand,
165 Racecourse Road,
Broomfield, Christchurch,
New Zealand.
Thursday 17 October 2019,
commencing at 10am.
In this Notice of Meeting, the Board
means the Meridian Energy Limited Board
as at 16 September 2019.
Important dates and times
All times are in New Zealand time.
Vote-eligibility date for voting entitlements
for the Annual Shareholder Meeting:
14 October 2019, 5pm.
Latest time for receipt of postal votes
and proxy forms:
15 October 2019, 10am.

Annual Shareholder Meeting:
17 October 2019, 10am.

2
Meridian Energy Limited.
Notice of Annual Shareholder Meeting.
Business
A. Chair’s address
B. Chief Executive’s review
C. Shareholder questions
D. Ordinary business
To consider and, if thought
appropriate, pass the following
Ordinary Resolutions:
Resolution 1:
Re-election of Jan Dawson:
That Jan Dawson, who retires
by rotation and is eligible for
re-election, be re-elected as
a Director of the Company.
Resolution 2:
Election of Julia Hoare: That
Julia Hoare (appointed as a
Director of the Company by
the Board with effect from 26
September 2019), who retires
and is eligible for election, be
elected as a Director of the
Company.
Resolution 3:
Election of Michelle Henderson:
That Michelle Henderson
(appointed as a Director of the
Company by the Board with
effect from 16 October 2019)
who retires and is eligible
for election, be elected as a
Director of the Company.
Resolution 4:
Election of Nagaja Sanatkumar:
That Nagaja Sanatkumar
(appointed as a Director of
the Company by the Board
with effect from 1 January
2020) be elected as a
Director of the Company.
To consider and, if thought
appropriate, pass the following
Special Resolution:
Resolution 5:
Amendments to the
Company’s constitution: That
the Company’s constitution
be revoked and a new
constitution, in the form
presented at the 2019 ASM,
be adopted, with effect from
the close of the ASM.
For further detail see
the Explanatory Note.
Following the formal part
of the meeting, the Board
invites shareholders to join
them for light refreshments.
On behalf of the Board
Jason Stein
Company Secretary
16 September 2019

3
Meridian Energy Limited.
Notice of Annual Shareholder Meeting.
Explanatory notes
Resolution 1
Re-election of Jan Dawson
The NZX Listing Rules (Listing
Rules) require that a Director
must not hold office (without
re-election) past the third
annual meeting following his
or her appointment or three
years, whichever is longer.
Accordingly, Jan Dawson
retires and offers herself for
re-election by shareholders
at this ASM.
The Board has determined,
in its view, that Jan Dawson is
an Independent Director (as
defined in the Listing Rules).
Jan Dawson
CNZM, BCom,
FCA (CAANZ), FINSTD
Jan Dawson joined the
Meridian Board in November
2012. Jan is Chair of the Audit
and Risk Committee. Jan is
Chair of Westpac New Zealand
Limited, Deputy Chair of Air
New Zealand Limited and
a director of AIG Insurance
New Zealand Limited. Jan is
a professional independent
director. She was previously
the Chair and Chief Executive
of KPMG New Zealand,
following a career spanning
30 years specialising in audit
and accounting services in the
United Kingdom, Canada and
New Zealand. She is a Vice
President of World Sailing and
a Councillor of the University
of Auckland. Jan was previously
President of Yachting
New Zealand and a director of
Beca Group Limited, Goodman
Fielder Limited and Counties
Manukau District Health Board.
The Board (other than
Jan Dawson) unanimously
recommends that shareholders
vote in favour of the re-election
of Jan Dawson as a director.

4
Meridian Energy Limited.
Notice of Annual Shareholder Meeting.
Julia Hoare has been appointed
as a Director of the Company
by the Board with effect from
26 September 2019. Michelle
Henderson has been appointed
as a Director of the Company
by the Board with effect from
16 October 2019.
Under the Listing Rules and
the Company’s constitution,
any director appointed by the
Board must not hold office
(without election) past the next
annual meeting following the
Director’s appointment.
Accordingly, Julia Hoare and
Michelle Henderson retire and
offer themselves for election at
this ASM.
The Board has determined, in
its view, that Julia Hoare and
Michelle Henderson will each
be an Independent Director
(as defined in the Listing Rules).
Resolutions 2 and 3
Election of Julia Hoare and Michelle Henderson
Julia Hoare
Julia has strong governance,
financial and accounting
expertise. Her executive career
at PWC included significant
experience in sustainability
and risk management.
Julia has a very strong
governance pedigree and
is currently a director of a
number of large New Zealand
companies including Auckland
International Airport Limited,
Port of Tauranga Limited,
a2 Milk Limited, Watercare
Services and AWF Madison
Group Limited.
In addition to significant
commercial and financial
experience in both the private
and public sectors, Julia’s
skills also span infrastructure,
logistics, utilities and sustainable
business practices. Julia intends
to cease her director roles with
AWF Madison and Watercare
Services during 2020 and her
appointment has been made
on that basis.
The Board unanimously
recommends that shareholders
vote in favour of the election
of Julia Hoare as a director.
Michelle Henderson
Michelle has extensive
engineering and industrial
expertise, with more than
20 years of experience in
the Australasian heavy
industry sector. Based in
Invercargill, Michelle is a former
executive of Rio Tinto, both in
New Zealand and Australia.
On 11 October 2019,
Michelle will cease her role
as Chief Operating Officer
of PowerNet, an electricity
distribution company, leading
200 employees across risk
management, health and
safety, infrastructure, and
operations skillsets. Michelle’s
experience in business delivery,
process innovation, and
ensuring people safety will
be of great value to Meridian.
The Board unanimously
recommends that shareholders
vote in favour of the election
of Michelle Henderson as
a director.

5
Meridian Energy Limited.
Notice of Annual Shareholder Meeting.
Resolution 4
Election of Nagaja Sanatkumar
Nagaja Sanatkumar has been
appointed as a Director of the
Company by the Board with
effect from 1 January 2020 on
the condition that she ceases
her full-time role in executive
management at Icebreaker,
which is expected to take place
prior to 1 January 2020.
Under the Listing Rules and
the Company’s constitution,
any director appointed by the
Board must not hold office
(without election) past the next
annual meeting following the
Director’s appointment.
Accordingly, Nagaja
Sanatkumar offers herself
up for election at this ASM.
The Board has determined,
in its view, that Nagaja
Sanatkumar will be an
Independent Director (as
defined in the Listing Rules).
Nagaja Sanatkumar
Nagaja has an impressive
international career including
senior roles at Amazon, which
built on her expertise across
retail, customer experience
innovation and technology.
Nagaja studied chemical
engineering at the Indian
Institute of Technology in
Bombay and then moved to
the US to take up a consulting
role with Deloitte before
completing an MBA from the
University of Washington.
With 20 years’ experience
harnessing technology
to achieve growth and
profitability in e-commerce,
at both Amazon and Expedia,
she has significant executive
experience in digital strategy,
technology leadership and
retailing functions. Nagaja
is currently a director for
New Zealand Post and General
Manager Global Digital at
Icebreaker, based in Auckland.
The Board unanimously
recommends that shareholders
vote in favour of the election
of Nagaja Sanatkumar as a
director.
A separate vote will be held
for each candidate. These are
resolutions 1, 2, 3 and 4.
The Board also confirms that
Director nominations closed
on 6 September 2019 and no
other Director nominations
were received.

6
Meridian Energy Limited.
Notice of Annual Shareholder Meeting.
Resolution 5
Amendments to the Company’s constitution
The former NZX Main Board
& Debt Market Listing Rules
(dated 1 October 2017) have
been replaced by the updated
Listing Rules (dated 1 January
2019) (New Listing Rules).
Meridian transitioned to the
New Listing Rules on 1 January
2019. As a result, Meridian is
required to update its existing
constitution (Constitution).
The principal amendments
to the Constitution that
have been proposed for the
purposes of alignment with
the New Listing Rules are
summarised as follows:
• Director rotation:
the provision relating to
the retirement and re-
election of directors has
been amended to reflect that
under the New Listing Rules
all directors must not hold
office without re-election
past the third annual meeting
following the director’s
appointment or three
years, whichever is longer.
• Board composition:
amending the minimum
number of directors and
the minimum independent
director requirements
to instead reference the
minimum Board composition
requirements of the New
Listing Rules.
• Managing directors:
provisions relating to
managing directors have
been removed to reflect
that director rotation
requirements under the
New Listing Rules are the
same for all directors and
the managing director
provisions are not required.
• Restriction on appointment
of directors: the Constitution
has been amended to
reflect that each resolution
to appoint, elect or re-elect
a director must be for one
director only as required
under the New Listing Rules.

7
Meridian Energy Limited.
Notice of Annual Shareholder Meeting.
The following amendments
are also proposed:
• updating references and
provisions for consistency
with legislative changes;
• updating wording for
clarification and for
consistency with the
New Listing Rules;
• removing all references to
facsimile communication;
• removing the provision
that states the total number
of Meridian shares at the
time of the adoption of the
Constitution, as this is now
historical;
• amendments to the
procedure allowing for the
sale of share parcels of less
than a minimum holding to
provide for those shares to
be sold on market (including
through a broker on behalf
of Meridian), rather than
through NZX or in some
other manner approved by
NZX;
• removing all references to
instalment receipts, including
the entire fifth schedule of
the Constitution which relates
to ownership restrictions on
instalment receipts, as this is
now historical;
• removing certain references
to the ASX and ASX listing
rules as these are no longer
required given the Company
is a foreign exempt listing on
the ASX;
• removing the provision
allowing a director to be
deemed to be re-elected to
reflect that all directors will
be re-elected by ordinary
resolution where required;
• removing the reference to
joint shareholders giving
a receipt for payment in
respect of the jointly held
shares to reflect market
practice;
• amendments to simplify the
indemnity and insurance
provisions of the Constitution
and permit the Company
to grant an indemnity and
effect insurance for directors
or employees if permitted
under the Companies Act;
• amendments to recognise
that a notice of meeting may
provide for different matters
for different kinds of proxies;
• removing provisions relating
to the service of notices
to shareholders outside
of New Zealand as this is
addressed by legislation
and is not required in the
Constitution;
• inserting a definition for
“Associated Persons” in the
Fourth Schedule relating
to ownership restrictions
on shares to ensure the
intended definition applies
notwithstanding legislative
changes; and
• consequential alterations,
including in respect of
numbering.
The proposed amendments
are set out in a marked-up
copy of the Constitution
that will be tabled at the
ASM and is available on
the Company’s website at
www.meridianenergy.co.nz.
The proposed amendments
do not impose or remove a
restriction on the activities of
Meridian and accordingly no
rights arise under section 110
of the Companies Act 1993.
The Board unanimously
recommends that
shareholders vote in favour
of the amendments to the
constitution.
Resolution 5 — Continued
Amendments to the Company’s constitution

8
Meridian Energy Limited.
Notice of Annual Shareholder Meeting.
The Board has determined
that as at the close of trading
on 14 October 2019 registered
shareholders at that time are
entitled to attend and vote
at the ASM.
Resolutions 1 - 4 are ordinary
resolutions and will be passed
by a simple majority of more
than 50% of the votes of those
shareholders entitled to vote
and voting on the resolution.
Resolution 5 is a Special
Resolution and will be passed
by a majority of 75% of the
votes of those shareholders
entitled to vote and voting
on the resolution.
On behalf of the Board, the
Company’s share registrar,
Computershare Investor
Services Limited, is authorised
to receive and count postal
votes at the meeting.
Results of the voting will be
available after the conclusion
of the meeting, and will be
notified to the NZX and ASX.
The only matters being
discussed and voted on at
the ASM are the resolutions
contained in this Notice of
Meeting. No motions will
be allowed from the floor.
Procedural notes
Voting
There are no voting restrictions
on the resolutions proposed in
this Notice of Meeting.

Casting your vote
You may cast your vote in one
of the three ways described
below. You may abstain from
voting on one or more of the
resolutions:
a) Attending and voting in
person: The Board encourages
all shareholders to attend the
ASM in person and vote.
You should bring your postal
Proxy/Voting Form or your
CSN/Securityholder Number
to assist with registration
at the meeting.
b) Casting a postal vote:
A shareholder may cast a
postal vote on all or any of
the matters to be voted on
at the ASM by voting FOR,
AGAINST or ABSTAIN. Lodge
your postal vote online at
www.investorvote.co.nz, or,
complete step 1 of the hard
copy proxy/voting form, sign
where indicated and return
it to the share registrar.
c) Appointing a proxy:
You may appoint a proxy
to attend the meeting and
vote on your behalf. Visit
www.investorvote.co.nz
to lodge your proxy, or,
complete step 1 and step 2
of the hard copy proxy/voting
form, sign where indicated and
return it to the share registrar.
Note: The proxy holder
does not need to be a
shareholder of the Company.
If you appoint a Director as
your proxy, then any undirected
proxies granted to the Director
will be voted in favour of the
relevant resolutions except that
Directors standing for election
or re-election will abstain
from voting discretionary
proxies in respect of their own
appointment. A body corporate
which is a shareholder may
appoint a representative to
attend the meeting on its
behalf in the same manner
as that in which it can appoint
a proxy.
If you do not name a person as
your proxy (but have otherwise
completed the proxy form
in full) or your named proxy
does not attend the meeting,
the Chair will be appointed
your proxy and will vote in
accordance with your express
direction, and any undirected
votes will (subject
to any restriction(s) set out in
the NZX Listing Rules) be
voted in accordance with the
Chair’s discretion.

9
Meridian Energy Limited.
Notice of Annual Shareholder Meeting.
Shareholder questions
Shareholders attending the
meeting in person will be
given the opportunity to raise
questions. Shareholders may
also submit written questions.
The main themes will be
aggregated and responded to
at the ASM. Written questions
should be sent by post to:
The Company Secretary,
Meridian Energy Limited,
PO Box 10840,
Wellington 6143

or by email to:
companysecretary@
meridianenergy.co.nz.
Meridian Energy Limited
reserves the right not to
address questions that, in
the Chair’s opinion are not
reasonable in the context of an
annual shareholder meeting,
or any written question not
received by the close of
business on 10 October 2019.
Voting — Continued

New Zealand
Computershare
Investor Services Limited
Private Bag 92119
Auckland 1142, New Zealand
Level 2, 159 Hurstmere Road
Takapuna
Auckland 0622,
New Zealand
Australia
Computershare
Investor Services Pty Limited
GPO Box 2975
Melbourne, VIC 3001,
Australia
Share Registrar
Details

Racecourse Road
Racecourse Road
Epsom Road
Riccarton Park
Function Centre
Balmerino
Room
Grand National
Stand
Club
Stand
General Parking
The
Showgate
Meridian
ASM
Entry
Webcast
If you are unable to attend the ASM, but would
still like to follow its proceedings, then visit:
www.meridianenergy.co.nz/investors
Meeting venue
The ASM is being held at:
Riccarton Park Function Centre,
Balmerino Room, Club Stand,
165 Racecourse Road, Broomfield,
Christchurch, New Zealand.
Parking
There will be a limited number of car parks available
at the venue on, shown on the map at General Parking.
Important
information

---

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
Your secure access information
Control Number: CSN/Shareholder Number:
PLEASE NOTE: You will need your CSN/Shareholder Number and postcode or country of residence (if outside New Zealand) to
securely access InvestorVote and then follow the prompts to lodge your vote or appoint your proxy online.
Proxy/Voting Form
Lodge your vote or appoint your proxy online, 24 hours a day, 7 days a week:
www.investorvote.co.nz
Scan the QR code to vote now.
Smartphone?
For your proxy or postal vote to be effective it must be received by 10.00am Tuesday 15 October 2019
Turn over to complete the form to vote
Signing Instructions for Postal/Proxy Forms
Individual
Where the holding is in one name, the shareholder must sign.
Joint Holding
Where the holding is in more than one name, all of the shareholders should sign.
Power of Attorney
If this Proxy Form has been signed under a power of attorney, a copy of the
power of attorney (unless already deposited with the Company) and a signed
certificate of non-revocation of the power of attorney must be produced to the
Company with this Proxy Form.
Companies
This form should be signed by a Director jointly with another Director, or a
Sole Director can sign alone. Please sign in the appropriate place and indicate
the office held.
Comments & Questions
If you have any comments or questions for the company, please write them on a
separate sheet of paper and return with this form.
Notes
You may cast your vote in one of the three ways described below. You may
abstain from voting on one or more of the resolutions.
(a) Online
Lodge your postal vote or proxy online at www.investorvote.co.nz
(b) Casting a postal vote
You may cast a postal vote on one or more of the resolutions by completing the FOR,
AGAINST or ABSTAIN boxes in ‘Step 1’ overleaf, signing this voting form and returning
it to the share registrar.
(c) Appointing a proxy
You may appoint a proxy to attend the meeting and either direct the proxy as to
how to vote or give the proxy discretion as to how to vote on the resolutions by
completing the FOR, AGAINST, ABSTAIN or PROXY DISCRETION box on ‘Step 1’
overleaf, completing the appointment of proxy details in ‘Step 2’ overleaf,
signing this Voting Form and returning it to the share registrar. A proxy does not
need to be a shareholder of the Company. The Chair of the meeting, or any
other director, is willing to act as proxy for any shareholder who wishes to
appoint him or her for that purpose.
If you do not name a person as your proxy (but have otherwise completed the proxy
form in full) or your named proxy does not attend the meeting, the Chair will be
appointed your proxy and will vote in accordance with your express direction, and any
undirected votes will (subject to any restriction(s) set out in the NZX Listing Rules) be
voted in accordance with the Chair’s discretion.
There are no voting restrictions on the resolutions proposed in the notice of meeting.

Voting Instructions/Ballot Paper (if a Poll is called)
STEP 1
hereby appoint of
or failing him/herof
as my/our proxy to act generally at the meeting on my/our behalf and to vote in accordance with the above directions at the Riccarton Park Function Centre, Balmerino
Room, Club Stand, 165 Racecourse Road, Broomfield, Christchurch, New Zealand on Thursday 17 October 2019 commencing at 10:00am
(New Zealand Time) and at any adjournment of that meeting.
I/We being a shareholder/s of Meridian Energy Limited
Appointment of Proxy
STEP 2
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.
If you mark any of the PROXY DISCRETION boxes above you must appoint a proxy. This may be the chair or any director if you so wish.
Elect Electronic Communications
Want to receive your communications quickly? Elect electronic communications by providing your email address below
Email Address
(By providing an email address above it is acknowledged that all communications for my portfolio will be received electronically where offered)
ATTENDANCE SLIP
Annual Shareholder Meeting of Meridian Energy Limited to be
held at the Riccarton Park Function Centre, Balmerino Room, Club
Stand, 165 Racecourse Road, Broomfield, Christchurch,
New Zealand on Thursday 17 October 2019 commencing at
10:00am (New Zealand Time).
Signature of Shareholder/s This section must be completed.
SIGN
or Sole Director/Directoror Director (if more than one)
Shareholder 1Shareholder 2Shareholder 3
Contact Name Contact Daytime Telephone Date
The resolutions are stated in brief. Please refer to the Notice of Annual Shareholder Meeting for the full text of the resolutions and Explanatory Notes.
For
Against
Abstain
Proxy
Discretion
Ordinary Resolutions
1.
That Jan Dawson, who retires by rotation and is eligible for re-election, be re-elected as a Director of the Company.
2.
That Julia Hoare, be elected as a Director of the Company.
3.
That Michelle Henderson, be elected as a Director of the Company.
4.
That Nagaja Sanatkumar, be elected as a Director of the Company.
Special Resolutions
5.
That the Company’s constitution be revoked and a new constitution, in the form presented at the 2019 ASM, be adopted, with
effect from the close of the ASM.