Notice of Meeting 2019

Notice of
Annual Meeting

Dear Shareholder
Contact Energy Limited (Contact) invites you to join us
at our Annual Meeting of Shareholders at:
Level 4 Lounge, South Stand, Eden Park, Auckland
or online at www.virtualmeeting.co.nz/cen19
Wednesday 13 November 2019, commencing at 10am.

Business
A. Chair’s address
B. Chief Executive’s address
C. Resolutions
To consider and, if thought fit, to pass the following ordinary resolutions:
Resolution 1 – Re-election of Elena Trout
That Elena Trout be re-elected as a director of Contact.
Resolution 2 – Auditor’s remuneration
That the directors be authorised to fix the fees and expenses
of the auditor.
To consider and, if thought fit, to pass the following special resolution:
Resolution 3 – Revocation and adoption of constitution
That Contact’s existing constitution be revoked, and a new
constitution be adopted in the form presented at the meeting,
with effect from the close of the meeting.
D. Other business and shareholder questions
To consider any other matter raised by a shareholder at the meeting.
On behalf of the Board of Directors
Robert McDonald
Chair
15 October 2019

Explanatory Notes
Resolution 1
Re-election of Elena Trout
Under the NZX Listing Rules, a Contact director must not hold office
(without re-election) past the third annual meeting following the
director’s appointment or 3 years, whichever is longer. Accordingly,
Elena Trout is retiring by rotation at the meeting and is seeking
re-election. Elena 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.
Elena Trout
Independent Non-Executive
Director
Appointed director 3 October 2016,
last elected 2016 annual meeting.
Member of the Health, Safety and
Environment Committee.
Elena is an experienced company director and a professional
engineer who has held a number of leadership positions in the
transport, infrastructure and energy sectors. She has over
30 years of experience in the management, planning and delivery
of large projects. She is chair of the Energy Efficiency and
Conservation Authority and a director of Harrison Grierson Holdings
Limited, Marsden Maritime Holdings Limited, Ngāpuhi Asset
Holdings Company Limited and Callaghan Innovation. Her former
directorships include the Electricity Authority and Transpower
New Zealand Limited. She is a fellow and past-president of
Engineering New Zealand and is a chartered member of the Institute
of Directors. Elena holds a Masters of Civil Engineering degree from
Canterbury University.
Resolution 2
Auditor’s fees
KPMG is automatically reappointed as auditor under section 207T
of the Companies Act 1993 (the Act). The proposed resolution is to
authorise the Board, under section 207S of the Act, to fix the fees
and expenses of the auditor.

Resolution 3
Revocation and adoption of constitution
As a consequence of the new NZX Listing Rules dated 1 January
2019 (the New Rules), Contact is required to update its constitution
to ensure it meets the requirements of, and is consistent with, the
New Rules.
The following documents may be viewed on Contact’s website at
www.contact.co.nz/shareholder-meeting and are also available
for inspection at Contact’s registered office at 29 Brandon Street,
Wellington:
• A copy of the constitution marked-up to show all of
the proposed changes to be made by the proposed
new constitution
• A table explaining the key differences between the
proposed new constitution and the existing constitution
• A clean copy of the proposed new constitution.
The more significant changes are:
• Removal of clauses that replicate the Listing Rules and
Companies Act 1993: Contact has taken this opportunity
to transition from a long-form constitution to a short-form
constitution. The proposed new constitution removes certain
content from the existing constitution that replicates New
Rule provisions and Companies Act 1993 provisions in full.
This change reflects the approach taken by most listed
companies and the removal over time of the obligation
to include this content explicitly in the constitution. This
approach also reduces the potential for inconsistencies
between the constitution and the New Rules if the Rules
are further amended.
• New Director rotation rules: The provisions regarding director
rotation have been updated to reflect the New Rules, which
require that all directors retire by rotation at the third annual
meeting of shareholders following their appointment or after
three years, whichever is longer.

• Voting and shareholder participation: Updating the
provisions, and including further provisions, for shareholder
participation and voting by electronic means to reflect
amendments to the Companies Act 1993. The provisions
around voting at shareholder meetings have been updated to
reflect the requirement in the New Rules that certain votes at
a meetings of shareholders be by poll.
• Template proxy form: Removal of the template proxy form and
all references to such form.
• Scrutineer: Removal of the requirement to have Contact’s
auditor act as the scrutineer of polls conducted at shareholder
meetings. A third party, Contact’s share registrar, will be
conducting these polls and therefore a scrutineer is not
considered necessary.
• Changing company name: Removal of the requirement
for shareholders to approve a change to the company
name, reflecting market practice and the position under
the Companies Act 1993 that such a change is a matter
for directors.
• General changes for consistency: Language and cross-
references throughout the constitution have been updated to be
consistent with the New Rules and relevant legislation, including
the introduction of the Financial Markets Conduct Act 2013,
and changes to the Companies Act 1993.
If any of the provisions of Contact’s proposed new constitution are
inconsistent with the New Rules, the New Rules (as amended by any
waiver or ruling granted to Contact) will prevail.
The proposed amendments to Contact’s constitution do not impose
or remove a restriction on the activities of Contact or affect the
rights attaching to shares, and accordingly the shareholder minority
buy-out rights under the Companies Act 1993 do not apply.
As required by the New Rules, Bell Gully as Contact’s legal adviser
has provided an opinion to NZX that it considers that the proposed
new constitution complies with the New Rules.

Procedural Notes
Voting
Voting entitlements for the meeting will be determined at 5pm on
Monday 11 November 2019 based on registered shareholdings at that
time. Voting on all resolutions put before the meeting will be by poll.
Each of resolutions 1 and 2 are to be considered as a separate
ordinary resolution. To be passed, each of these resolutions requires
the approval of a simple majority, more than 50%, of the votes of
those shareholders entitled to vote and voting. Resolution 3 is to
be considered as a separate special resolution. To be passed, this
resolution requires the approval of a majority of 75% or more of the
votes of those shareholders entitled to vote and voting.
Proxies and corporate representatives
Shareholders entitled to attend and vote at the meeting may appoint
a proxy to attend and vote on their behalf. A proxy need not be a
shareholder of Contact. Any corporation that is a shareholder of
Contact may appoint a person as its representative to attend the
meeting and vote on its behalf in the same manner as that in which it
could appoint a proxy.
Proxy appointment
A proxy form accompanies this notice of meeting. Proxy forms must
be received at the office of Contact’s share registry, Link Market
Services, by 10am on Monday 11 November 2019. Any proxy form
received after that time will not be valid for the meeting.
You can lodge your proxy online by going to
vote.linkmarketservices.com/CEN or by scanning the QR code
on the proxy form with your smartphone.
If you complete the proxy form in full but do not name a person as
your proxy or your proxy does not attend the meeting, the Chair of
the Meeting will act as your proxy and vote in accordance with your
express direction.
Virtual annual meeting
Shareholders and proxy holders entitled to attend and vote at the
meeting will be able to attend the meeting in person, or participate
in the meeting virtually via an online platform provided by Contact’s
share registrar, Link Market Services at
www.virtualmeeting.co.nz/cen19.
Shareholders attending and participating in the meeting virtually
via the online platform will be able to vote and ask questions during
the meeting. More information regarding virtual attendance at the
meeting is available at www.linkissuers.co.nz/virtualmeetings.

Venue Location






Level 4 Lounge, South Stand, Eden Park, Gate G,
Reimers Avenue, Kingsland, Auckland

commencing at 10am.
• Free parking at Eden Park is available in P5 off Reimers Ave
• Entry to the Annual Meeting is via Gate G/P5
• Take the lift to South Level 4 Lounge
• Eden Park can be accessed by rail and bus services with
Kingsland train station being located opposite Eden Park.
Virtual annual meeting
Attend the virtual meeting online at www.virtualmeeting.co.nz/cen19
TO TRAINS
SANDRINGHAM ROAD
BUS
HUB
P5
CAR
PARK
P2
P2
P1
REIMERS AVENUE
CRICKET AVENUE
WALTERS ROAD
CAR PARK
A
B
C
D
E
F
G
GATE
H
EDEN
PARK
WEST STAND
EAST STAND
NORTH
STAND
SOUTH
STAND

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Contact Energy Limited
SAMPLE ONLY
LODGE YOUR PROXY
ONLINE:
vote.linkmarketservices.com/CEN
FAX:
+64 9 375 5990
SCAN & EMAIL:
meetings@linkmarketservices.com
Please use “Contact Proxy Form” as the subject for easy identification
MAIL:
Use the enclosed envelope
or address to:
Link Market Services Limited
PO Box 91976
Victoria Street West
Auckland 1142
New Zealand
DELIVER:
Link Market Services Limited
Level 11, Deloitte Centre,
80 Queen Street,
Auckland 1010
Scan this QR code with your
smartphone and lodge your
proxy online
GENERAL ENQUIRIES
+64 9 375 5998 | enquiries@linkmarketservices.com
The annual meeting of shareholders of Contact Energy Limited
(Contact) will be held on Wednesday 13 November 2019 at 10am
at Level 4 Lounge, South Stand, Eden Park, Auckland, New Zealand.
ATTENDING THE MEETING
1. If you plan to attend the annual meeting, please bring this
Admission Card / Proxy Form intact as the barcode will assist in
your registration.
PROXY APPOINTMENT
2. If you do not plan to attend the annual meeting and wish to
be represented by proxy or wish to appoint a corporate
representative, please complete and return this Proxy Form, in
accordance with the lodgment instructions above, to Contact’s
share registry, Link Market Services, or lodge your proxy online at
vote.linkmarketservices.com/CEN by no
later than 10am on Monday 11 November 2019.
3. Any corporation that is a shareholder of Contact may appoint
a person as its representative to attend the annual meeting and
vote on its behalf, in the same manner as that in which it could
appoint a proxy.
4. If you appoint a proxy you must either direct the proxy how to vote
by ticking the “For”, “Against” or “Abstain” box in respect of each
resolution OR by ticking the “Proxy Discretion” box in respect
of each resolution. A shareholder can direct the proxy holder
in respect of one or more resolutions and give the proxy holder
discretion in respect of other resolutions. If a shareholder does not
tick any boxes in respect of a resolution then the vote will be invalid.
5. The Chair of the Meeting or any Director is willing to act as proxy
for any shareholder who appoints him/her for that purpose. If you
tick the “Proxy Discretion” box for a particular resolution, your
proxy will decide how to vote that resolution. However, if your
proxy is precluded from voting (for example, because he or
she has an interest in the outcome of the resolution), then they
will not be able to vote on the resolution on your behalf.
The Chair and Directors intend to vote all discretionary proxies in
favour of resolutions 1 to 3, except that the Director standing for
election will abstain from voting discretionary proxies in respect
of her own appointment.
6. If you complete the proxy form in full but do not name a person as
your proxy or your proxy does not attend the meeting, the Chair
of the Meeting will act as your proxy and vote in accordance with
your express direction.
SIGNING INSTRUCTIONS FOR PROXY FORM
7. This Proxy Form must be signed by the shareholder or his/her/its
attorney duly authorised in writing.
8. If you are joint holders of shares, this Proxy Form may be signed
by either, or on behalf of, the joint shareholders (or their duly
authorised attorney).
9. If the shareholder is a company, this Proxy Form must be
signed on behalf of the company by a person acting under the
company’s express or implied authority.
10. If this Proxy Form has been signed under a power of attorney
(POA), a copy of the POA (unless already noted by Contact or its
registry) and a signed certificate of non-revocation of the POA
must be produced to Contact with this form.
11. If you have any questions about appointing your proxy, please
call Link Market Services Investor Helpline between 8.30am
and 5.00pm (New Zealand time) on + 64 9 375 5998 or email
meetings@linkmarketservices.com
ADMISSION CARD / PROXY FORM
FOR CONTACT’S 2019 ANNUAL MEETING
Holder Number:
Go online to vote.linkmarketservices.com/CEN to lodge your
proxy or please TURN OVER to complete the Proxy Form.

PROXY / CORPORATE REPRESENTATIVE APPOINTMENT
STEP 1: APPOINT A PROXY*
STEP 2: RESOLUTIONS – PROXY VOTING INSTRUCTIONS
Please tick (P) in box to record your vote
FORAGAINSTABSTAIN
PROXY
DISCRETION
ORDINARY RESOLUTIONS
1.That Elena Trout be re-elected as a director of Contact.
2.That the directors be authorised to fix the fees and expenses of the auditor.
SPECIAL RESOLUTION
3.
That Contact’s existing constitution be revoked, and a new constitution be adopted
in the form presented at the meeting, with effect from the close of the meeting.
PLEASE NOTE: For each resolution you must tick (P) one box. If you tick the “Abstain” box for a particular resolution, you are
directing your proxy NOT to vote on that resolution. Your vote will not be counted when calculating the majority for that resolution.
If you tick the “Proxy Discretion” box for a particular resolution, you are directing your proxy to decide how to vote on that resolution.
STEP 3: SIGNATURE OF SHAREHOLDER(S)
Shareholder 1 Shareholder 2Shareholder 3
Or a duly authorised officer or attorneyOr a duly authorised officer or attorneyOr a duly authorised officer or attorney

Day time telephone:signed this day of 2019

ELECTRONIC INVESTOR COMMUNICATIONS
If you received the Notice of Meeting and Proxy Form by mail and wish to receive your future investor communications by email please provide
your email address below:
I/We being a shareholder(s) of Contact Energy Limited (Contact)
and entitled to attend and vote hereby appoint:Or failing him/her:
FULL NAMEFULL NAME
EMAILEMAIL
as my/our proxy to vote for me/us on my/our behalf at the annual meeting of shareholders of Contact to be held at 10am on Wednesday
13 November 2019, and at any adjournment of that annual meeting, and to vote as my/our proxy thinks fit on any resolutions to amend any
of the resolutions, or any resolution so amended and on any other resolution proposed at the annual meeting, or any adjournment thereof,
so as to give effect to my/our intention as set out below where possible. In the event I/we have not expressed any intention or the intention
is unclear, in my/our proxy’s sole opinion, my/our direction is to abstain. A proxy need not be a shareholder of Contact. If you wish, you may
appoint as your proxy ‘The Chair of the Meeting’.
* A reference to a proxy includes a corporate representative