Notice of Annual Shareholders’ Meeting

`
The Mercury Building, 33 Broadway, Newmarket 1023

PHONE:
+ 64 9 308 8200
mercury.co.nz
PO Box 90399, Auckland 1142
New Zealand

FAX:
+ 64 9 308 8209



Notice of Annual Shareholders’ Meeting 2020
26 August 2020 – The following materials relating to Mercury’s 2020 Annual Shareholders’ Meeting are shortly
being sent to Mercury Shareholders:
- Notice of Meeting 2020
- Voting/Proxy Form 2020
- Virtual Voting Guide 2020
For reasons associated with the COVID-19 pandemic and the changing nature of the Alert level restrictions,
Mercury’s Annual Shareholders’ Meeting for 2020 will be held as a virtual meeting on Thursday 24 September
2020 at 10:00am (NZ time). The virtual meeting can be accessed through the web platform web.lumiagm.com or
the Lumi AGM App which can be downloaded from the App Store or Google Play for free.

ENDS

Howard Thomas
General Counsel and Company Secretary
Mercury NZ Limited

For investor relations queries, please contact:
William Meek
Chief Financial Officer
0275 173 470
For media queries, please contact:
Craig Dowling
Head of Communications
0272 105 337

Attachments:
- Notice of Meeting 2020
- Voting/Proxy Form 2020
- Virtual Voting Guide 2020

ABOUT MERCURY NZ LIMITED
Mercury’s mission is energy freedom. Our purpose is to inspire New Zealanders to enjoy energy in more wonderful
ways and our goal is to be New Zealand’s leading energy brand. We focus on our customers, our people, our
partners and our country; maintain a long-term view of sustainability; and promote wonderful choices. Mercury is
energy made wonderful. Visit us at: www.mercury.co.nz

STOCK EXCHANGE LISTINGS: NZX (MCY) / ASX (MCY)

NEWS RELEASE

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•
OUR ANNUAL
SHAREHOLDERS’
MEETING.
As an owner of Mercury NZ Limited, you are invited to join our virtual Annual Shareholders’
Meeting.
For reasons associated with the COVID-19 pandemic, we will be holding the meeting online only.
We apologise for this, but due to the changing nature of Alert level restrictions and potential
risks to the health of meeting attendees we believe this is in everyone’s best interests.
Important details: The Annual Shareholders’ Meeting will be held as a virtual meeting only,
through the web platform web.lumiagm.com or by downloading Lumi AGM from the App Store
or Google Play Store for free.
For more information on how to participate in the meeting online, please refer to the Important
Information section of this Notice of Meeting and the enclosed Virtual Meeting Guide.
Date: Thursday 24 September 2020
Time: 10:00am (NZ time)
Virtual meeting: Lumi Virtual Meeting Platform

BUSINESS.
A. CHAIR’S WELCOME AND STRATEGIC OVERVIEW
B. CHIEF EXECUTIVE’S REPORT ON FINANCIAL AND BUSINESS PERFORMANCE

C. ORDINARY RESOLUTIONS
The following ordinary resolutions will be voted on at the meeting:
Resolution 1: Election of Hannah Hamling
That Hannah Hamling (appointed by the Board as a director on 1 February 2020), who retires and is
eligible for election, be elected as a director of the company.
Resolution 2: Re-election of Andy Lark
That Andy Lark, who retires and is eligible for re-election, be re-elected as a director of the company.
Resolution 3: Re-election of Scott St John
That Scott St John, who retires and is eligible for re-election, be re-elected as a director of the
company.
Resolution 4: Re-election of Patrick Strange
That Patrick Strange, who retires and is eligible for re-election, be re-elected as a director of the
company.

D. OTHER BUSINESS
To consider any other matter raised by a shareholder at the meeting.

By order of the Board
HOWARD THOMAS
COMPANY SECRETARY
26 AUGUST 2020

RESOLUTION 1:
ELECTION OF HANNAH HAMLING AS DIRECTOR
Under the NZX Listing Rules, any person appointed as a Mercury director by the Board must retire at
our next Annual Shareholders’ Meeting. If they wish, they may seek election.
Hannah Hamling was appointed as a director by the Board on 1 February 2020 and is therefore
required to retire at the 2020 Annual Shareholders’ Meeting. Hannah is eligible and is seeking
election.
Hannah is an Independent Director (as determined by the Board using the definition in the NZX
Listing Rules) and Hannah stands for election with the unanimous support of the Board.
RESOLUTIONS 2, 3 AND 4:
RE-ELECTION OF ANDY LARK, SCOTT ST JOHN AND PATRICK STRANGE
AS DIRECTORS

Under the NZX Listing Rules, a Mercury director must not hold office (without re-election) past the
third Annual Shareholders’ Meeting following the director’s appointment, or 3 years, whichever is
longer. If they wish, they may seek re-election.
Andy Lark, Scott St John and Patrick Strange are retiring in 2020, and are all seeking re-election.
Each of Andy, Scott and Patrick 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.

ANDY LARK
APPOINTED JULY 2014
Last re-elected November 2017

Andy Lark joined the Mercury Board in July 2014 and is also a member of its People and Performance
Committee. He has a background in entrepreneurship, marketing and digital technologies. Andy
is currently the Chair of Group Lark, an accelerant for brand and digital transformations. Prior roles
include Chief Marketing & Online Officer for the Commonwealth Bank of Australia, Chief Marketing
Officer for Dell’s Large Enterprise & Public Group, Chief Marketing and Digital Officer for Foxtel, and
Chief Business Officer for Xero.

SCOTT ST JOHN
APPOINTED SEPTEMBER 2017
Last elected November 2017

Scott St John joined the Mercury Board in September 2017 and is the Chair of its People &
Performance Committee. He has an extensive background in investment advisory and capital
markets. Scott is Chancellor of University of Auckland and is a director of Fisher & Paykel Healthcare
Corporation and Fonterra Cooperative Group. He is also a board member of Next Foundation, and a
former member of the Capital Markets Development Taskforce and the Financial Markets Authority
Establishment Board. He was Chief Executive of First NZ Capital from 2002 to 2017.

PATRICK STRANGE
APPOINTED FEBRUARY 2014
Last re-elected November 2017

Patrick Strange joined the Mercury Board in February 2014 and is a member of its Nominations
Committee. He was previously a director of our company in 2006-2007 before being appointed Chief
Executive of New Zealand’s transmission owner and operator, Transpower New Zealand Limited, a
position he held for more than six years. Patrick is currently Chair of Chorus, and Chair of Auckland
International Airport, and was previously a director of NZX Limited and Essential Energy, Australia.
EXPLANATORY NOTES.
HANNAH HAMLING
APPOINTED FEBRUARY 2020
Hannah Hamling joined the Mercury Board in February 2020, and was recently appointed as a
member of its Risk Assurance and Audit Committee. She is an environmental scientist with a
particular interest in sustainable development and resilience. Until January 2020, she was President
of the Asia Pacific Region and Global Sustainable Development Leader for Golder, a Canadian
global ground engineering and environmental science company. Prior to joining Golder, Hannah was
Managing Director of New Zealand environmental consultancy firm Kingett Mitchell. Hannah has an
extensive background in consulting, management and board roles across various sectors including
electricity, construction and water management.

!
IMPORTANT INFORMATION
PERSONS ENTITLED TO VOTE
For reasons associated with the COVID-19 pandemic, the 2020 Annual Shareholders’ Meeting will be a virtual meeting. Voting on all
resolutions put before the meeting will be by poll. Voting entitlements for the meeting will be fixed as at 5:00pm (NZ time) on Tuesday
22 September 2020. Only people registered as shareholders at that time will be able to vote at this meeting and only on their
shareholdings at that time.
HOW TO ATTEND THE MEETING
Shareholders can attend the meeting virtually online through the web platform web.lumiagm.com or by downloading the Lumi AGM App
from the App Store or Google Play Store for free (please use Meeting ID 353-924-729). By using the web platform or the App, you will be
able to watch the meeting, vote and ask questions online using your smartphone, tablet or desktop device. Please refer to the enclosed
Virtual Meeting Guide for more information.
PROXIES AND CORPORATE REPRESENTATIVES
Any shareholder entitled to vote at the meeting may appoint a proxy (or representative, in the case of a corporate shareholder) to attend
and vote on their behalf. A proxy does not have to be a Mercury shareholder. You may appoint the Chair of the meeting or any director
as your proxy. The Chair of the meeting and the directors will vote for resolutions marked “Proxy’s Discretion”, even if they have an
interest in the outcome of the resolution.

If you have ticked the “Proxy’s Discretion” box and your named proxy does not attend the meeting or you have not named a proxy, the
Chair of the meeting will act as your proxy.
POSTAL VOTING
You can cast a postal vote instead of attending the meeting or appointing a proxy to attend via the web platform. Howard Thomas, the
Company Secretary, has been authorised by the Board to receive and count postal votes.
PROXY AND POSTAL VOTING FORM
A Voting/Proxy Form is attached to this Notice of Meeting. Completed Voting/Proxy Forms must be received at Computershare Investor
Services, no later than 10:00am (NZ time) on Tuesday 22 September 2020.
Any Voting/Proxy Form received after that time will not be valid for the meeting. Please see the Voting/Proxy Form for more information on
how to return your proxy or postal vote.
ONLINE PROXY AND POSTAL VOTING
Proxy appointments or postal votes can be lodged online at www.investorvote.co.nz.
To vote online you must enter your CSN/Securityholder number, Postcode/Country of Residence and the secure access Control Number that
is located on the front of your Voting/Proxy Form or advised in the email notification you received.

To cast a postal vote or appoint a proxy, select your preferred voting method and follow the prompts online.
RESOLUTIONS
Resolutions 1, 2, 3 and 4 are ordinary resolutions, meaning that they can be approved by a simple majority (more than 50%) of the votes
cast.
VOTING RESTRICTIONS
There are no voting restrictions on the resolutions proposed in this Notice of Meeting.
SHAREHOLDER QUESTIONS
Shareholders present will have the opportunity to ask questions using the online platform during the meeting.

> MERCURY NZ LIMITED
33 BROADWAY, NEWMARKET, AUCKLAND 1023
PHONE +64 9 308 8200 FAX +64 9 308 8209MERCURY.CO.NZ
NOTICE OF REPORT AVAILABILITY
Our most recent and future Annual and Interim Reports are, or will be, available on our website www.mercury.co.nz/investors
If you would like to receive free printed copies or electronic copies of our most recent and future Annual and Interim Reports,
please email ecomms@computershare.co.nz at any time.

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Lodge your postal vote or proxy
Online
www.investorvote.co.nz
By Mail
Computershare Investor Services
Private Bag 92119, Auckland 1142,
New Zealand
For all enquiries contact
By Phone
+64 9 488 8777
By Email
corporateactions@computershare.co.nz
The 2020 Annual Shareholders’ Meeting of Mercury NZ Limited (Mercury) will be held online on Thursday 24 September 2020 at
10:00am (NZ time). For reasons associated with the COVID-19 pandemic it will be held as a virtual meeting only, through the web
platform web.lumiagm.com or by downloading Lumi AGM from the App Store or Google Play Store. Shareholders can participate and
vote online in accordance with the instructions in Mercury’s Notice of Meeting. If you propose not to join the annual meeting, but
wish to appoint a proxy, please complete this form in accordance with the instructions below.
www.investorvote.co.nz

Lodge your proxy online, (24/7 access) by 10:00am on Tuesday 22 September 2020.
Your secure access information
Control Number:
CSN/Securityholder Number:
To vote online you will need the above Control Number, your CSN/Securityholder Number
and postcode or country of residence if you reside outside of New Zealand.
Smartphone?
Scan the QR code to vote now.
To be effective as a postal vote or proxy, the Voting/Proxy Form must be received by 10:00am (NZ time) on Tuesday 22 September 2020.
> TURN OVER TO COMPLETE THE FORM TO VOTE
VOTING
You are entitled to one vote for every fully paid share you hold in Mercury NZ Limited at
5:00pm (NZ time) on Tuesday 22 September 2020. Voting at the meeting will be by way
of a poll (which the Chair 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
For reasons associated with the COVID-19 pandemic, we will be holding the meeting
online (virtually) only. We apologise for this, but due to the changing nature of Alert
level restrictions in place across New Zealand and the potential risks to the health of
meeting attendees we believe this is prudent.

Attending the Meeting Virtually
If you propose to attend the meeting, please read the enclosed Virtual Meeting Guide
prior to the meeting. You can participate in the meeting virtually through the web
platform web.lumiagm.com or by downloading the Lumi AGM app and entering the
meeting ID 353-924-729. You will be able to view presentations, ask questions and cast
your vote from your own computer, mobile or similar device. For any assistance with the
online process, you may contact Computershare on +64 9 488 8777 between
8.30am-5.00pm Monday to Friday.

If you propose to vote by postal vote or appoint a proxy instead, please complete either
process online or return this form.
Please read the instructions below before completing this form.
Postal Vote (refer to Step 1 overleaf)
The Company Secretary has been authorised by the Board to receive and count postal
votes.
If you return your postal vote without indicating how you wish to vote on a resolution,
you will be treated as not voting on that resolution.
Appointment of Proxy (refer to Steps 1 and 2 overleaf)
You may appoint a proxy (or, in the case of a corporate shareholder, a representative) to
attend on your behalf. A proxy does not need to be a Mercury 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 have directed the proxy by ticking the “For”, “Against” or “Abstain”
boxes will be counted as postal votes, so you do not need to worry if your proxy is unable
to make it to the meeting.
You may appoint the Chair of the meeting or any director as your proxy. To do this, enter
“the Chair” or the director’s name in the space allocated in “Step 2” of this form. The
Chair of the meeting and the directors will vote for resolutions marked “Proxy’s Discretion”,
even if they have an interest in the outcome of the resolution.
If you have ticked the “Proxy’s Discretion” box and your named proxy does not attend the
meeting or you have not named a proxy, the Chair of the meeting will act as your proxy.
The Chair will vote in favour of those resolutions.
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 and 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 from another joint shareholder, the
vote of the shareholder named first 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 certified
copy must, unless already provided to Mercury NZ Limited, accompany the Voting/ Proxy
Form together with a completed certificate 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 sufficient 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.
VOTING/PROXY FORM
SAMPLE ONLY

> STEP 1: VOTING INSTRUCTIONS/VOTING PAPER
Cast a postal vote, or instruct your proxy to vote, by placing a tick in the relevant box.
Tick one box only in respect of each resolution. If you are appointing a proxy and want your
proxy to decide how to vote on a resolution, please mark the box “Proxy’s Discretion”.
Each director stands for election and re-election with the unanimous support of the Board.
ResolutionsForAgainstAbstain
Proxy’s
Discretion
1.To elect Hannah Hamling as a director
2.To re-elect Andy Lark as a director
3.To re-elect Scott St John as a director
4.To re-elect Patrick Strange as a director
> STEP 2: APPOINTMENT OF A PROXY
If you mark any of the boxes above “Proxy’s Discretion”, you must also appoint a proxy
(although if you have marked “For”, “Against” or “Abstain”, these will be counted as postal
votes whether or not your proxy to virtually join the meeting). Even if you cast a postal vote,
you may also appoint a proxy to attend the meeting on your behalf by filling out this
section. You can choose the Chair of the meeting or any director to be your proxy.
I/We
the above named shareholder/shareholders of Mercury NZ Limited
hereby appoint:
of
(full name of proxy) (full address) Note: Leave blank if appointing the Chair or a director as your proxy



(email) (phone number)

Or failing that person of
(full name of proxy) (full address) Note: Leave blank if appointing the Chair or a director as your proxy



(email) (phone number)

as my/our proxy to vote for me/us on my/our behalf as directed above and on any
other matter to be put to the Annual Shareholders’ Meeting of Mercury NZ Limited
to be held on Thursday 24 September 2020, 10:00am and at any adjournment or
postponement of this meeting.

Note: If your proxy is not the Chair or a director and you do
not provide contact details for your proxy, we cannot guarantee that your proxy will be
virtually admitted to the meeting.


> SIGNATURE OF SHAREHOLDER(S) THIS SECTION MUST BE COMPLETED
Shareholder 1 Shareholder 2 Shareholder 3

Shareholders can still join the Annual Shareholders’ Meeting online, even if they have
appointed a proxy, although they will be unable to vote if a proxy has been appointed.
Contact Name: _____________________________________
Daytime Telephone: __________________________________
Date: ________________________________________________

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VOTING AT A GLANCE
STEP 1
Open Lumi AGM and enter the
Meeting ID shown in top right
corner
STEP 2
Enter your username and
password (CSN/Holder Number
and postcode)
STEP 3
When the poll is opened,
click and select your
desired voting direction
Virtual meetings are accessible on both desktop and mobile devices. In order to participate remotely you will need to either:
>Visit web.lumiagm.com on your desktop or mobile device. Ensure that your browser is compatible — Lumi AGM supports the latest
versions of Chrome, Safari, Internet Explorer, Edge and Firefox; or
>Download Lumi AGM from the App Store or Google Play Stores for free — search for Lumi AGM.

If you have any questions, or need assistance with the online process, please contact Computershare on +64 9 488 8777 between 8.30am
and 5.00pm Monday to Friday (New Zealand time).

Shareholders are encouraged to download the app before the meeting if you will be using a mobile device.
VIRTUAL MEETING GUIDE
LOGGING IN
NEW ZEALAND RESIDENTS
Username (CSN or Holder number) and
password (postcode).
APPOINTED PROXIES
A username and password will be
provided before the meeting.
If you have not received your username
and password, please contact
Computershare on +64 9 488 8777
between 8.30am—5.00pm Monday to
Friday (New Zealand time).
MEETING ID
353-924-729
To log in, you must have the following information (which can be found on your Shareholder’s Voting and Proxy Form) or you can log in
as a guest if you are not a shareholder in Mercury NZ Limited. Please note, if you have logged in as a guest you will not be able to ask any
questions or vote.
Remote entry to the Mercury NZ Limited Annual Shareholders’
Meeting will open at 9.30AM NZT on Thursday 24 September
2020, with the meeting commencing at 10.00AM NZT.
OVERSEAS RESIDENTS
Username (CSN or Holder Number);
and Password (three-character ISO3
country code) e.g. AUS is the ISO3 code
for Australia.
You can find a full list at
www.computershare.com/iso3

USING LUMI AGM
ACCESSING THE VIRTUAL MEETING
Once you have downloaded Lumi AGM
or entered web.lumiagm.com into your
internet browser, you’ll be prompted
to enter the Meeting ID and accept the
terms and conditions.
You will then be required to enter your:
>username (CSN or Holder number);
>password (postcode, or country code
for overseas residents).
NAVIGATING LUMI AGM
When successfully authenticated, the
info screen will display .
You can view meeting information, ask
questions and watch the webcast.
If you would like to watch the webcast,
press the broadcast icon at the
bottom of the screen.
NAVIGATING LUMI AGM - DESKTOP
When successfully authenticated, the
info screen will display .
You can view meeting information, ask
questions and watch the webcast.
If you would like to watch the webcast,
press the ► button to start the
webcast.
WATCHING THE WEBCAST
To watch the webcast, click the black
broadcast bar on screen and push
the ► button to start the webcast.
The video and/or slides will appear
shortly after (dependent on the speed
of your internet connection).
ASKING QUESTIONS
Any shareholder or appointed proxy/
representative attending the meeting
is eligible to ask questions. If you would
like to ask a question, select then
type and submit your question. It will be
sent to the board for an answer.
Please note that not all questions may
be able to be answered during the
meeting. In this case, questions will be
followed up by email after the meeting.
VOTING IN LUMI AGM
Once the poll has been opened, will
appear on the navigation bar at the
bottom of the screen—from here, the
resolution and voting choices will be
displayed.
To vote, simply select your voting
direction from the options shown on
screen. To change your vote, simply
select another direction—you can cancel
your vote by clicking ‘Cancel’.