Notice of Meeting and Proxy/Voting Form

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS OF FREIGHTWAYS LIMITED
Notice is hereby given to all Shareholders that the Annual Meeting of Shareholders of Freightways
Limited (Freightways) will be held in the South Level 4 Lounge, Eden Park, Reimers Avenue, Kingsland,
Auckland, on Thursday, 31 October 2019 at 10.00 am.

Business
A. Chairman’s introduction
B. Chief Executive Officer’s Review and Trading Update
C. Resolutions
To consider, and if thought fit, to pass the following ordinary resolutions:
1. That Kim Ellis be re-elected as a Director of Freightways.
2. That Mark Verbiest be re-elected as a Director of Freightways.
3. That the total quantum of the annual Directors’ fee pool be increased by $33,145 from an
aggregate of $662,900 to an aggregate of $696,045, such aggregate amount to be divided
amongst the Directors as they deem appropriate.
4. That the Directors are authorised to fix the Auditors’ remuneration.
To consider, and if thought fit, to pass the following special resolution:
5. That the Company amend its existing Constitution, in the manner marked up in the Constitution,
as presented by the Chairman to shareholders at the meeting.
Resolution 5 is a special resolution and is required to be passed by a majority of 75% of votes of those
shareholders who are entitled to vote and voting on the resolution.
Further information is provided under the heading 'explanatory notes'.
By Order of the Board
Mark Royle
CHIEF FINANCIAL OFFICER

2 October 2019

PROXIES AND REPRESENTATIVES
Shareholders may exercise their right to vote at the meeting either by being present in person or by appointing
a proxy to attend and vote in their place. A proxy need not be a shareholder of the Company. A body corporate
shareholder may appoint a representative to attend the meeting on its behalf. A combined admission card and
proxy form is enclosed with this notice. If you wish to vote by proxy you must complete and sign the proxy form
and send it to the Company’s share registrar, Computershare Investor Services Limited. The proxy form will
only be effective if it is received by the Company's share registrar no later than 10.00am Tuesday, 29 October
2019, being 48 hours prior to the commencement of the meeting. A reply paid envelope is enclosed if mailing
the proxy form from within New Zealand. If you wish to deposit your proxy by fax, please send it to
Computershare on fax (09) 488 8787.
EXPLANATORY NOTES
All references in this Notice of Meeting to the "Listing Rules" are references to the updated NZX Listing Rules
dated 1 January 2019.
RESOLUTIONS ON RE-ELECTION OF DIRECTORS
Shareholders should note the average tenure on the Board among the current directors is 5 years, following
the appointment of two new directors last year.
The Board is conscious of the need for both continuity of experience and board renewal. In the cases of both
directors seeking re-election at this meeting, and who both have the longest tenure on the Board, it is intended
that they both retire in a staged manner during the next three year term, enabling appropriate and orderly
succession.
RESOLUTION 1: RE-ELECTION OF DIRECTOR
That Kim Ellis be re-elected a director of the Company.
Kim Ellis is retiring by rotation and offers himself for re-election. The Board has determined that Kim Ellis is an
independent director and unanimously recommends that shareholders vote in favour of his re-election.

Kim Ellis BCA, B.ENG
Kim was appointed a Director in August 2009. He spent 28 years in chief executive roles in a number of
sectors, including 13 years as Managing Director of Waste Management NZ Limited until its sale in 2006 to
Transpacific Industries Pty Limited, and has developed businesses in both New Zealand and Australia. Kim
is now a professional director working with both private and listed companies. Kim is currently a director and
the Chairman of NZ Social Infrastructure Fund Limited, Metlifecare Limited and Sleepyhead Group Limited.
He is also a director of Port of Tauranga Limited, FSF Management Company Limited and Ballance Agri-
Nutrients Limited, and an advisor to Envirowaste Services Limited.
RESOLUTION 2: RE-ELECTION OF DIRECTOR
That Mark Verbiest be re-elected as a director of the Company.
Mark Verbiest is retiring by rotation and offers himself for re-election. The Board has determined that Mark
Verbiest is an independent director and unanimously recommends that shareholders vote in favour of his re-
election.
Mark Verbiest LLB CF Inst D
Mark was appointed a Director in February 2010 and Chairman in October 2018. He is a professional director
with a strong working knowledge of technology and technology-related businesses, as well as having extensive
capital markets experience. A lawyer by training, with widespread corporate legal experience in private
practice, he spent over 7 years on the senior executive team of Telecom NZ through until mid-2008, where
among other things he had executive accountability for two business units. Mark is currently a director of ANZ
Bank New Zealand Limited, Meridian Energy Limited (Chairman elect from October 2019), and Chairman of
PE Fund Willis Bond Capital Partners Limited and Mycare Limited, a privately held early stage digital company.
Mark is also a member of the Advisory Board of The Treasury.

RESOLUTION 3: DIRECTORS’ FEES
That the total quantum of the annual Directors’ fee pool be increased by $33,145 from an aggregate of
$662,900 to an aggregate of $696,045, such aggregate amount to be divided amongst the Directors as they
deem appropriate.
The Directors review fees annually to ensure the aggregate amount available for Directors’ remuneration is
adequate to allow Directors’ fees to remain aligned with market levels. The increase in the aggregate fee pool
requested of shareholders is 5%.
This year, the Directors obtained independent market advice from PricewaterhouseCoopers (PwC). A
summary of PwC’s benchmarking report is attached, including an independence declaration from the PwC
engagement partner. The Directors propose to apply an increase this year which allows non-executive
Directors to be paid at approximately or just below the median level of peer group market data presented in
the PwC report. The proposed increase also allows for the introduction of fees for members of Board
committees. Freightways is an outlier in not currently providing Board committee member fees. Board
committees these days undertake a significant amount of work, as delegated by the Board.
It should be noted that currently the aggregate annual fees paid to directors amounts to $613,000. The total
amount of proposed fee increases the Board is contemplating paying going forward amounts to $39,900 in
aggregate above current levels, and would leave a balance of $43,145 unused (6.2 percent of the aggregate
increased fee pool) for any unforeseen and extraordinary work.
Last year’s increase to the aggregate pool of Directors’ fees was solely to allow for the addition of an Australian
non-executive Director, who was appointed effective 20 August 2018. That Board appointment replaced the
Board position held by the previous executive Managing Director, who retired effective 31 December 2017.
The Directors did not apply any annual incremental adjustment to fees levels last year so the current fee levels
have not been adjusted for two years.
In accordance with NZX Main Board Listing Rule 6.3.1, the Directors and their Associated Persons are
restricted from voting on this resolution.
RESOLUTION 4: AUDITORS
The present auditors of the Company are PricewaterhouseCoopers. Under the Companies Act 1993 they will
continue in office.
RESOLUTION 5: AMENDMENT OF CONSTITUTION
That the Company amend its existing Constitution, in the manner marked up in the Constitution, as presented
by the Chairman to shareholders at the meeting.
The former NZX Listing Rules (dated 1 October 2017) have been replaced by updated NZX Listing Rules
(dated 1 January 2019). A number of amendments are required to be made to the existing Constitution of the
Company to make it consistent with the Listing Rules (as required by Listing Rule 2.18.1).
The amendments proposed are limited to those required to conform to the Listing Rules and certain minor
changes to update aspects of the Constitution that are now outdated, to better reflect current practice, including
for shareholder meetings to be conducted by a mix of in person and visual communications and to allow for
electronic voting. References to clause numbers are to clause numbers in the Constitution as proposed to be
amended.
The following amendments are proposed for the purposes of alignment with the Listing Rules and can be
summarised as follows:
• Election of Directors: clause 13.1(e) has been amended to require each resolution for appointment of
a director to relate to one director only, to comply with Listing Rule 2.3.3.
• Director Rotation: the director rotation framework set out in former clause 13.3 has been removed and
replaced with a provision that makes all directors subject to the rotation requirements in the Listing Rules
(currently these requirements are in Listing Rule 2.7).
• Executive Director: the term "Managing Director" has been replaced with "Executive Director" in clause
15, in line with the definition in the Listing Rules. References to the term of appointment of an Executive
Director have been removed to reflect that the Listing Rules require an Executive Director (if any) to be
subject to the same rotation requirements as the non-executive directors.

• Voting at Meetings of Shareholders: Clause 6 of Schedule 1 has been amended to require that voting
at shareholder meetings must be conducted by poll so long as the Listing Rules require all voting to be
conducted by poll.
The following amendments are also proposed:
• Updating the reference to NZX's company name in the Constitution from "New Zealand Exchange
Limited" to "NZX Limited".
• Allowing for shareholder meetings to be conducted by a mix of in person and audio-visual
communications.
• Allowing for the Board to provide for a means of electronic voting that enables those participating in a
shareholder meeting via electronic means to transmit an electronic vote to the meeting.
• Removing the ability for notices of meetings of the Board or notices of written resolutions of directors to
be delivered to the directors via facsimile.
• Making consequential changes in numbering.
Pursuant to the Companies Act 1993, the proposed amendments must be approved by a special resolution of
shareholders. As the amendments 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, Russell McVeagh, have provided an opinion to the 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 at
www.freightways.co.nz/about/corporate-governance/
.

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How to Vote on Items of Business
All your shares will be voted in accordance with your directions.
Appointment o
f Proxy
If you do not plan to attend the meeting or vote online, by mail or by fax, you
may appoint a proxy to vote on your behalf at the meeting. To appoint a proxy to
vote on your behalf, enter the name of your proxy in the space allocated in ‘Step
1’ of the Proxy/Voting Form overleaf. If you appoint a proxy you must either
direct the proxy how to vote by marking the “for” or “against” or “abstain” box in
respect of each resolution OR by marking the “proxy discretion” box in respect
of each resolution. If you do not name a person as your proxy or your named
proxy does not attend the meeting, the Chairman will be your proxy and may
vote only in accordance with your express direction.
Appointing the Chairman or any other Director of the Company as your
Proxy
The Chairman of the meeting, or any other Director of the Company, is willing to
act as proxy for any shareholder who wishes to appoint her or him to vote on
that shareholder’s behalf. To do this, enter ‘the Chairman’ or the name of the
Director you wish to appoint as your proxy in the space allocated in ‘Step 1’ of
the Proxy/Voting Form overleaf.
The Chairman, or any other Director of the Company, if appointed as your proxy,
will vote on your behalf in accordance with your voting instructions, as indicated
by the boxes ticked in respect of each resolution in ‘Step 2’ of the Proxy/Voting
Form overleaf. In appointing the Chairman, or any other Director of the
Company, as your proxy to vote on your behalf, if you do tick the “proxy
discretion” box, you acknowledge that she/he may exercise your proxy even if
she/he has an interest in the outcome of that resolution. However, if you appoint
the Chairman, or any other Director of the Company, as your proxy to vote on
your behalf and do not direct them how to vote on resolution 3, they will not be
able to vote on your behalf in respect of that resolution. The Chairman and the
other Directors of the Company intend to vote all undirected proxies in respect
of resolutions 1, 2, 4 and 5 in favour of those resolutions. The Chairman and
the other Directors of the Company are not prepared to speak at the meeting
on behalf of a shareholder who appoints her/him as that shareholder's proxy.
If you wish to be heard at the meeting you should either attend in person or
appoint a proxy for that purpose, other than the Chairman or a Director of the
Company.
Attending the Meeting
Bring this form to assist registration. A corporate shareholder may appoint
a representative to attend the meeting by completing the form overleaf and
returning it to Computershare by no later than 10:00am Tuesday 29 October
2019.
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Signing Instructions for Proxy Forms
Individua l
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 must be signed by a Director jointly with either another Director or a
Sole Director can sign alone. Please sign in the appropriate place and indicate
the office held.
Proxy/Voting Form
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Freightways Limited

Against
Proxy
DiscretionForAbstain
STEP 1
Annual Meeting of Freightways Limited to be held in the South
Level 4 Lounge, Eden Park, 52 Reimers Avenue, Kingsland,
Auckland on Thursday, 31 October 2019 at 10:00am
ATTENDANCE SLIP

or Sole Director/Director or Director (if more than one)
Contact Name Contact Daytime Telephone Date
Signature of Shareholder(s) This section must be completed.
Business
To consider, and if thought fit, to pass the following ordinary resolutions:
Please note: For each resolution below you must tick one box. If a box relating to a resolution is not ticked, the vote on that resolution
will be invalid.

Items of Business - Voting Instructions/Ballot Paper (if a Poll is called)
as my/our proxy to vote for me/us on my/our behalf in accordance with the following directions at the Annual Meeting of Freightways Limited to be held
in the South Level 4 Lounge, Eden Park, 52 Reimers Avenue, Kingsland, Auckland on Thursday, 31 October 2019 at 10:00am and at any adjournment
of that meeting.
hereby appointof
or failing him/her
of
Appoint a Proxy to Vote on Your Behalf
SIGN
STEP 2

Proxy/Voting Form
Shareholder 1 Shareholder 2 Shareholder 3
CSN/Shareholder Number:
Number of Shares:
CSN/Shareholder Number:
Number of Shares:

I/We being a shareholder/s of Freightways Limited
1.That Kim Ellis be re-elected as a Director of Freightways.
2.That Mark Verbiest be re-elected as a Director of Freightways.
3.That the total quantum of the annual Directors’ fee pool be increased by $33,145
from an aggregate of $662,900 to an aggregate of $696,045, such aggregate
amount to be divided amongst the Directors as they deem appropriate.
4.That the Directors are authorised to fix the Auditors’ remuneration.
That the Company amend its existing Constitution, in the manner marked up in the
Constitution, as presented by the Chairman to shareholders at the meeting.
5.
To consider, and if thought fit, to pass the following special resolution:
Resolution 5 is a special resolution and is required to be passed by a majority of 75% of votes of those shareholders who are entitled to vote and voting on the
resolution.

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Freightways Limited
Directors' Fees
Benchmarking Report
Summary
18 September 2019

pwc
Independence declaration
PwC’s Reward Services team was engaged by Freightways Limited’s Board of Directors (The Board) to provide independent benchmarking
services in relation to Freightways Limited’s directors’ fees (the Services).
As lead engagement Partner for the provision of the Services to the Board, I declare that no influence has been brought to bear upon me or, to the
best of my knowledge and belief, any member of the PwC Reward Services team, by any Board member, employee or executive of Freightways
Limited or any other party regarding the Services or outcomes of the Services.
In my professional opinion, all members of the PwC engagement team are therefore independent for the purposes of the Services as outlined in
the commentary to Recommendation 5.2 of the NZX Corporate Governance Code 2017.
Dated: 18 September 2019
Chris Place
Partner
PricewaterhouseCoopers
2
September 2019

pwc
Summary – Freightways directors’ fees market analysis
The Board of Freightways Limited (Freightways) engaged PwC to provide market remuneration benchmarking services in relation to non executive directors’ fees in
May 2019. Directors’ fee market data was provided by PwC in relation to a comparator group of 17 NZX listed companies, agreed with Freightways. The basis for the
comparator group composition was market capitalisation, with the objective of establishing a sample largely within 50% to 200% of Freightways’ market
capitalisation, evenly weighted between larger and smaller companies than Freightways. The findings of the benchmarking are summarised below.
Median market capitalisation across the sample was $1,300 million as at May 2019, compared to Freightways’ then market capitalisation of $1,330 million. The
comparator group was relatively evenly weighted with nine smaller and eight larger companies by market capitalisation. Details of the comparator group are
provided in Appendix 1.
The summary table below shows a comparison of Freightways’ non executive directors’ fees against the market median of the comparator group. Data was sourced
from publicly available information, including annual reports and NZX disclosures.
This summary report makes no recommendations as where Freightways’ NED fees should be positioned relative to the market data. Where the Freightways Board
wishes to pay its Board members relative to the comparator group will depend on the Board’s view of the overall relevance of the comparator group, and specifically
Freightways’ perceived relative complexity, relative scale, ranking (by scale) and risk profile as compared with those of the comparator companies.
1Analysis of each of the 10 companies that had this role/paid additional remuneration to this role.
2Analysis of each of the 11 companies that had this role/paid additional remuneration to this role.
3Analysis of each of the 8 companies that had this role/paid additional remuneration to this role.
4Analysis for the 16 companies who disclosed pool fees.
5Freightways’ total fee spend relates to the financial year ending June 2019. The market data underpinning the benchmarking report has been been sourced from 2018 Annual
Reports and subsequent Annual Shareholder Meeting disclosures. Freightways’ actual NED fee spend for FY18 was $517,776 and is positioned at 78% of the market median.
3
September 2019
Summary Table:
PositionSampleMarket MedianFreightways’ fee
policy
Comparison
against median
Chairman17169,000160,00095%
NED1790,00085,00094%
Chair of Audit Risk Committee (Aggregated)17105,000100,00095%
Chair of Audit Risk Committee (Committee fee only)1715,00015,000100%
Member Audit Risk Committee
1
1010,000-
Chair of People & Remuneration Committee
2
(Aggregated)1197,00092,50095%
Chair of People & Remuneration Committee
2
(Committee fee only)1112,0007,50063%
Member People & Remuneration Committee
3
85,500--
Total approved pool fee
4
16774,000662,90086%
Total fees paid
5
17660,000613,00093%

pwc
Appendix 1 – Peer Group – Market capitalisation
4
September 2019
Source: Market capitalisation datawww.nzx.com– May 2019. Annual revenue and total assets data from latest annual reports.
Organisation name
Market Capitalisation
($ millions)
Company total revenue
($ millions)
Company total gross assets
($ millions)
The New Zealand Refining Company Limited
6473621390
The Warehouse Group Limited
73929951050
Stride Stapled Group
742951012
Heartland Group Holdings Limited
8931964496
Property For Industry Limited
982801359
Metlifecare Limited
10131153291
Argosy Property Limited
10791011545
Restaurant Brands New Zealand Limited
1110766452
Summerset Group Holdings Limited
13001372766
Synlait Milk Limited
1939879794
Precinct Properties New Zealand Limited
20631312562
Kiwi Property Group Limited
21632493086
Trustpower Limited
21879482329
Goodman Property Trust
22331302720
Infratil Limited
247517846622
Trade Me Group Limited
2552250924
Chorus Limited
26739904926
Freightways details
1330581561
Market Median
13002492329
C/R to median
102%233%
24%