NOTICE OF MEETING 2020

Notice of 2020
Annual Meeting
VECTOR LIMITED
PLEASE READ
Notice is given that the 2020 Annual Meeting of
Vector Limited will be held as a virtual meeting on
Friday 25 September 2020, commencing at 3.00pm

A. Ordinary Business
Chair’s and Group Chief Executive’s Reports
Reports from the Chair and the Group Chief Executive
on the financial year ended 30 June 2020, including
consideration of the financial statements and the
audit report. (See Explanatory Note 1, on page 3.)
Appointment and Remuneration of Auditor
The meeting will be asked to consider by an
ordinary resolution:
1. To record the automatic reappointment of the
Auditor, KPMG, and to authorise the directors to fix
the remuneration of the Auditor for the ensuing year.
(See Explanatory Note 2, on page 3.)
B. General Business
To consider such other business as may properly be raised
at the meeting.
By Order of the Board
John Rodger
Chief Legal & Assurance Officer and Company Secretary
27 August 2020
AGENDA
Notice of 2020 Annual Meeting
Ordinary Resolutions:
Ordinary resolutions are required to be approved by
a simple majority of more than 50% of votes validly
cast at the Annual Meeting.
Shareholders Entitled to Attend and Vote:
Under section 125 of the Companies Act 1993, the Board
has determined that, for the purposes of voting at the
Annual Meeting, only those registered shareholders of the
Company as at 5.00pm on Tuesday 22 September 2020,
being a day not more than 20 working days before the
meeting, shall be entitled to exercise the right to vote at
the meeting.
Proxies:
Any shareholder entitled to attend and vote at the
meeting may appoint a proxy (or representative in
the  case of a corporate shareholder) to attend and
vote on behalf of the shareholder. A proxy need not
be a shareholder of the Company. You may appoint
the “Chair of the Meeting” as your proxy if you wish.
If, in appointing a proxy, you have inadvertently not
named someone to be your proxy (either online or on
the enclosed proxy form), or your named proxy does
not attend the meeting, the Chair of the Meeting will
be your proxy and will vote in accordance with your
express direction. A proxy form accompanies this
Notice of Meeting.
Proxy forms must be received at the office of the
Company’s share registry, Computershare Investor
Services Limited, Level 2, 159 Hurstmere Road,
Takapuna, Auckland, New Zealand (Private Bag 92119,
Auckland 1142), or at the Company’s registered office,
Level 4, 101 Carlton Gore Road, Newmarket, Auckland 1023,
by 3.00pm on Wednesday 23 September 2020.
Alternatively, you can appoint a proxy online at
www.investorvote.co.nz. Online proxy appointments
must be received by 3.00pm on Wednesday
23 September 2020. Please see your proxy form for
further details. The chair intends to vote all discretionary
proxies given to her in favour of resolution 1 .
Virtual Meeting:
Due to the global COVID-19 pandemic, the company
has made the decision to hold its first virtual Annual
Meeting. All shareholders will have the opportunity to
attend and participate in the 2020 Annual Meeting online
via an internet connection (using a computer, laptop,
tablet or smartphone).
Audio will stream through the selected device, so
shareholders will need to ensure that they have the
volume control on their headphones or device turned
up. Shareholders will be able to view the presentations
vote on the resolutions to be put to shareholders and
ask questions, by using their own computers or mobile
devices. Shareholders will still be able to appoint a proxy
to vote for them as they otherwise would, by following
the instructions on the proxy form and this Notice of
Annual Meeting.
Details of how to participate ‘virtually’ are provided in the
accompanying Virtual Meeting Guide, with instructions
for accessing the virtual meeting.

EXPLANATORY NOTES
VIRTUAL ANNUAL MEETING GUIDE 2020
A. Ordinary Business
Explanatory Note 1 –
Chair’s and Group Chief Executive’s Reports
The Chair and the Group Chief Executive will each give
a presentation on the financial year ended 30 June 2020.
Events occurring after 30 June 2020 will also be discussed.
Explanatory Note 2 –
Appointment and Remuneration of Auditor
Section 207T of the Companies Act 1993 provides
that a company’s auditor is automatically reappointed
unless there is a resolution or other reason for the auditor
not to be reappointed. The Company wishes KPMG
to continue as the Company’s auditor, and KPMG has
indicated its willingness to do so.
Section 207S of the Companies Act 1993 provides
that the fees and expenses of KPMG as auditor are to
be fixed by the Company at the Annual Meeting or
in such a manner as the Company determines at the
Annual Meeting. The Board proposes that, consistent
with past practice, the auditor’s fees should be fixed
by the directors.
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—5.00pm
Monday to Friday (New Zealand time).
Shareholders are encouraged to download the app
prior to the Annual Meeting if you will be using a
mobile device.
MEETING ID: 338-875-296
Logging In
To log in, you must have the following information
(which can be found on your Shareholder’s Voting
and Proxy Form).
New Zealand Residents
Username (CSN or Holder number) and
password (postcode).
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
Appointed Proxy
A username and password will be provided prior to
the meeting.
If you have not received your username and
password, please contact Computershare
on +64 9 488 8777 between 8.30am–5pm
Monday to Friday (New Zealand time).

MEETING ID:
338-875-296
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.
HOW TO VOTE 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’.
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.
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).
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
Remote entry to the annual meeting will open at 2.30pm NZT on
Friday 25 September 2020, with the meeting commencing at 3.00pm NZT.
USING THE LUMI AGM

---

Lodge your proxy
Online
www.investorvote.co.nz
By Email
corporateactions@computershare.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
TURN OVER TO COMPLETE THE FORM TO VOTE

PROXY/VOTING FORM

www.investorvote.co.nz
Lodge your proxy online, 24 hours a day, 7 days a week:
Your secure access information
Control Number:
CSN/Securityholder Number:
PLEASE NOTE: You will need your CSN/Securityholder Number and post code to securely access Investor Vote
and then follow the prompts to appoint your proxy and provide voting instructions online.
VIRTUAL MEETING: Due to the global COVID-19 pandemic, the company will hold its f irst virtual Annual Meeting.
All Shareholders will have the opportunity to attend and participate online via an internet connection (using a
computer, laptop, tablet or smartphone). The virtual meeting will be accessible on both desktop and mobile
devices. Please refer to the Virtual Meeting Guide that accompanies this Proxy/Voting Form.
Smartphone?
Scan the QR code
to vote now.
HOW TO VOTE ON ITEMS OF BUSINESS
All your securities will be voted in accordance with your directions.
APPOINTMENT OF PROXY
1. All registered shareholders as at 5.00pm on Tuesday 22 September
2020 are entitled to attend and vote at the Meeting or to appoint
a proxy or a representative (in the case of a corporate shareholder)
to attend and vote on their behalf:
(a) a proxy need not be a shareholder of Vector Limited
(the “Company”);
(b) if you wish, you may appoint the “Chair of the Meeting”
as your proxy;
(c) if the shares are held jointly, the appointment of the proxy
is on behalf of each joint holder;
(d) the person signing this form represents and warrants it is
duly authorised to do so.
2. If the shares are held jointly, the voting instructions given are
on behalf of each joint holder.
3. The Chair of the Meeting at the Annual Meeting is normally the
Chair of the Vector Board, or, in her absence, another director of
Vector. If a shareholder wishes to appoint the Chair of the Meeting
as their proxy and direct how their proxy is to vote, the shareholder
should tick the “for” or “against” or “abstain” box in respect of the
relevant resolution. If a shareholder leaves the “for” and “against”
and “abstain” boxes for any resolution blank, the Chair of the
Meeting who has been appointed as the shareholder’s proxy
will be able to exercise the shareholder’s vote on that resolution
at their discretion.
4. If a shareholder appoints any director of Vector as their proxy, and
does not direct the director appointed as proxy how to vote, their
vote will be exercisable by that director at that director’s discretion.
5. If, in appointing a proxy, you have inadvertently not named
someone to be your proxy (either online or on the enclosed
proxy form), or your named proxy does not attend the meeting,
the Chair of the Meeting will be your proxy and will vote in
accordance with your express direction.
ELECTRONIC VOTING
You can appoint a proxy to cast your vote electronically by accessing
Investor Vote (www.investorvote.co.nz) in accordance with the above
instructions. Use this option if you will NOT be attending the Meeting
and wish to lodge your proxy electronically. Do not return this form if
you have lodged your proxy using Investor Vote.
VIRTUAL MEETING
The virtual meeting will be accessible on both desktop and mobile
devices. Please refer to the Virtual Meeting Guide that accompanies
this Proxy/Voting Form.
INSTRUCTIONS FOR POSTAL PROXY FORMS
INDIVIDUAL
Where the holding is in one name, the shareholder must sign.
JOINT HOLDING
At least one joint shareholder should sign this form (on behalf of all
joint shareholders). In the case of joint shareholders, if the shareholders
appoint different voting proxies, the vote of the proxy appointed by
the f irst named shareholder will be counted.
POWER OF ATTORNEY
Where the form of proxy is signed by an attorney, the Power of Attorney
under which it is signed if not previously produced to the Company,
must accompany the proxy form.
COMPANIES
A proxy granted by a company must be signed by a duly authorised
off icer or attorney.
CORPORATE REPRESENTATIVE
If a representative of a corporate security holder or proxy is to attend
the meeting you will need to provide the appropriate “Certif icate
of Appointment of Corporate Representative” prior to admission.
MAILING
If mailing the proxy form within New Zealand, please use the Business
Reply Paid envelope enclosed; seal and mail. No postage is required.
If mailing the proxy form f rom outside New Zealand, you must aff ix
the necessary postage f rom the country of mailing.
FOR YOUR PROXY APPOINTMENT TO BE EFFECTIVE IT MUST BE RECEIVED BY
3.00PM ON WEDNESDAY 23 SEPTEMBER 2020

Proxy form
STEP 1 APPOINT A PROXY TO VOTE ON YOUR BEHALF
I/WE
being a shareholder/shareholders of Vector Limited appoint:
of
(full name of proxy) (full address)
or failing him/her: of
(full name of proxy) (full address)
As my/our proxy to vote for me/us on my/our behalf at the Annual Meeting of Vector Limited to be held as a virtual meeting on Friday 25 September
2020 at 3.00pm and at any adjournment thereof; and to vote any resolution, on any resolution so amended and on any other resolution proposed.
If your proxy is not the Chair of the Meeting or any director of the Company, please ensure that you provide their contact details (phone and email
address). If this information is not provided, we cannot guarantee remote admission to the virtual meeting for your proxy.
STEP 2 ITEMS OF BUSINESS – VOTING INSTRUCTIONS/BALLOT PAPER (A poll will be called on all resolutions)
Instruct your proxy to vote by placing an “X” in the relevant box. If you want him or her to decide how to vote on the resolution, please mark the box
“Proxy Discretion”. Please note that if you mark the “Abstain” box for an item, you are directing your proxy not to vote on your behalf on the poll and your
votes will not be counted in counting the required majority. The Chair intends to vote all discretionary proxies in favour of resolution 1.
ORDINARY BUSINESSFORAGAINSTABSTAIN
PROXY
DISCRETION
Appointment and Remuneration of Auditor
1.To record the automatic reappointment of the Auditor, KPMG, and to authorize the
directors to f ix the remuneration of the Auditor for the ensuring year.
(Please refer to the Notice of Meeting for details of the resolution.)
SIGN SIGNATURE OF SHAREHOLDER(S) This section must be completed.
Shareholder 1Shareholder 2 (if applicable)Shareholder 3 (if applicable)
Individual/Director/authorised signatory/attorney Individual/Director/authorised signatory/attorney Individual/Director/authorised signatory/attorney
Contact Name
Contact Daytime Telephone Date
Shareholders can still attend the meeting electronically, even if they have appointed a proxy (although they will not be
able to vote if a proxy has been appointed).