Mainfreight Notice of Annual Meeting of Shareholders 2020

Notice of Meeting & Explanatory Notes
MAINFREIGHT 2020 ANNUAL MEETING OF SHAREHOLDERS

Notice of Meeting
2
Agenda
CHAIRMAN’S ADDRESS
GROUP MANAGING DIRECTOR’S
ADDRESS
ANNUAL REPORT
To receive and consider the annual
report of the Company for the year ended
31 March 2020, including the f inancial
statements for that year and the directors’
and auditor’s reports to shareholders.
RESOLUTIONS
To consider and, if thought f it, to pass
the following ordinary resolutions (which
require the approval of a simple majority
of the votes of those shareholders entitled
to vote and voting on the resolution in
person or by proxy or representative):
1. Re-election of Bryan Mogridge
That Bryan Mogridge, who retires at
the annual meeting and is eligible for
re-election, be re-elected as a Director of
the Company (see explanatory note).
2. Auditor
That the Directors be authorised to f ix
the fees and expenses of the auditor (see
explanatory note).
OTHER BUSINESS
To consider any other matters that may
lawfully be considered at the meeting.
BY ORDER OF THE BOARD



BRUCE PLESTED CHAIRMAN
26 JUNE 2020
Notice is given that the annual meeting of shareholders of
Mainfreight Limited (the “Company”) will be held at 4.00pm
on Thursday, 30 July 2020 in the Level 4 Lounge, South Stand,
Eden Park, Reimers Avenue, Kingsland, Auckland, New Zealand.

Explanatory Notes
3
Resolution 1:
RE-ELECTION OF DIRECTOR
In accordance with NZX Listing Rule 2.7.1,
Bryan Mogridge retires by rotation and
being eligible, offers himself for re-election.
The Board unanimously recommends
that shareholders vote in favour of
the re-election of Bryan Mogridge. He
is considered by the Board to be an
independent director.
Bryan Mogridge
Bryan Mogridge was f irst appointed
as a Director of the Board in 2003,
and last re-elected at the 2017 Annual
Shareholders’ Meeting. Bryan’s intellect
and breadth of experience (both in
executive and board roles) are evidenced
by his sound practical guidance which is
valued highly both by his fellow directors
and the Company’s management team.
Resolution 2:
AUDITOR
EY is automatically reappointed at the
annual meeting as the auditor of the
Company under section 207T of the
Companies Act. This resolution authorises
the Board to f ix the fees and expenses of
the auditor.
The Directors recommend that
shareholders vote to approve Resolution 2.

4
Annual Meeting of Shareholders
Venue: Level 4 Lounge
South Stand Eden Park
Reimers Avenue
Kingsland, Auckland
Date: Thursday, 30 July 2020
Time: 4.00pm
Registered &
Administration Office
2 Railway Lane, Otahuhu
Auckland 1062
PO Box 14038, Panmure
Auckland 1741
Tel +64 9 259 5500
www.mainfreight.com
Eden Park is well served by rail and bus services.
Kingsland train station is a short walk f rom
Eden Park.
There are car parks available at the South Stand
(through car park entrance P5, off Reimers Avenue)
on a f irst come, f irst served basis.
Enter Eden Park at Gate G and take the lift to
Level 4.
MEETING DETAILS
N
Eden
P
ark
C
ar Park
s
W
AL
TER
S R
O
AD
REIMER
S A
VENUE
BELL
W
OOD A
VENUE
R
O
Y
AL TERRA
CE
NEW NOR
TH R
O
AD
S
ANDRINGHAM
CRICKET A
VENUE
RALEIGH S
TREET
A
SB St
and
South
St
and
W
e
st St
and
East St
and
P5 Car Park
P5
K
I
N
G
S
L
AN
D
T
R
A
I
N
S
T
A
TI
O
N
LEVEL
4
,
L
O
U
N
G
E
S
OUTH
S
T
A
N
D
K
O
WHAI S
TREET
G
A
T
E
C
G
A
T
E
B
R
O
AD
S
ANDRINGHAM
R
O
AD
G

---

For your postal vote or proxy to be effective it must be received by 4.00pm Tuesday 28 July 2020
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
VOTING/PROXYFORM
Voting
You are entitled to one vote for every fully paid share in
Mainf reight Limited that you hold as at 4.00pm on Tuesday
28 July 2020. Voting at the meeting will be by way of a poll
(which the Chairman 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 to
assist registration. 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’s Chief Financial Off icer has been authorised
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
having voted on that resolution.
Appointment of Proxy (refer to Steps 1 & 2 overleaf)
If you do not plan to attend the meeting, you may appoint
a proxy (or, in the case of a corporate shareholder, a
representative). A proxy does not need to be a Mainf reight
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’ve directed the proxy by ticking the
“For”, “Against” or “Abstain” boxes will be counted as postal
votes, so you don’t need to worry if your proxy is unable to
make it to the meeting.
You may appoint the Chair of the meeting, or any other
director, as your proxy. To do this, enter ‘the Chairman’ or
the director’s name in the space allocated in ‘Step 2’ of this
form. The Chair of the meeting and directors will vole for
resolutions marked “Proxy’s Discretion”, even if they have an
interest in the outcome of the resolution.
If you’ve ticked the “Proxy’s Discretion” box and your named
proxy does not attend the meeting or you haven’t named a
proxy, the Chair of the meeting will act as your proxy.
GO ONLINE TO LODGE YOUR POSTAL VOTE/PROXY OR TURN OVER TO COMPLETE THE FORM
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 f rom another joint
shareholder, the vote of the shareholder named f irst 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 certif ied copy must, unless already
provided to Mainf reight Limited, accompany the Voting/
Proxy Form together with a completed certif icate 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 suff icient 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.
www.investorvote.co.nz
Lodge your proxy online, 24 hours a day, 7 days a week:
Your secure access information
Control Number:
PLEASE NOTE: You will need your CSN/Securityholder Number and postcode or country of residence
(if outside New Zealand) to securely access InvestorVote and then follow the prompts
to appoint your proxy and exercise your vote online.
CSN/Securityholder Number:
Smartphone?
Scan the QR code to vote now.
PERF
The Annual Shareholders' Meeting of Mainf reight Limited will be held in the Level 4 Lounge, South Stand, Eden Park,
Reimers Avenue, Kingsland, Auckland on Thursday, 30 July 2020, commencing at 4.00pm.
2-0 979178 Mainfreight Proxy Form 2020.indd 12-0 979178 Mainfreight Proxy Form 2020.indd 112/06/20 10:14 AM12/06/20 10:14 AM

VOTING INSTRUCTIONS/VOTING PAPER
SIGNATURE OF SECURITYHOLDER(S) This section must be completed.
STEP 1
sign
Attendance slip
Contact Name Contact Daytime Telephone Date
Resolutions
1. That Bryan Mogridge, who retires at the annual meeting and is eligible for re-election,
be re-elected as a Director of the Company.
2. That the Directors be authorised to f ix the fees and expenses of the auditor.
ForAgainstAbstain
Proxy
Discretion
Securityholder 1
or Sole Director/Director
Annual Meeting of Mainf reight Limited
to be held in the Level 4 Lounge, South
Stand, Eden Park, Reimers Avenue, Kingsland,
Auckland on Thursday 30 July 2020.
or Director (if more than one)
Securityholder 2Securityholder 3
APPOINTMENT OF A PROXY
STEP 2
I/We being a shareholder/s of Mainf reight Limited
hereby appoint
of
or failing him/her of
as my/our proxy to act generally at the meeting on my/our behalf and to vote as directed above at the Annual Meeting of Mainfreight
Limited to be held in the Level 4 Lounge, South Stand, Eden Park, Reimers Avenue, Kingsland, Auckland on Thursday 30 July 2020,
commencing at 4.00pm and at any adjournment of that meeting.
PLEASE NOTE: If you mark any of the boxes above “Proxy’s Discretion”, you must also appoint a proxy (although if you’ve 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 f illing out this section. You can choose the
Chair of the meeting or any Director to be your proxy.
PROXY/CORPORATE REPRESENTATIVE FORM
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)
(full name of proxy)
(full name of proxy)(full address) Note: Leave blank if appointing the Chair or a Director as your proxy
(full address) Note: Leave blank if appointing the Chair or a Director as your proxy
2-0 979178 Mainfreight Proxy Form 2020.indd 22-0 979178 Mainfreight Proxy Form 2020.indd 212/06/20 10:14 AM12/06/20 10:14 AM