Steel & Tube Notice of 2020 Annual Meeting of Shareholders

NOTICE OF
2020 ANNUAL
MEETING OF
SHAREHOLDERS
Notice is given that the 2020 Annual Meeting of
Shareholders of Steel & Tube Holdings Limited
(the “Company” or “Steel & Tube”) will be held on
Thursday 1 October, commencing at 2pm.
Venue
Matiu Room, Wharewaka Function Centre
2 Taranaki St, Taranaki Wharf, Wellington
steelandtube.co.nz
Dear Shareholder
I am pleased to invite you to Steel & Tube’s
Annual Shareholders’ Meeting in Wellington
on 1 October 2020. You will also be able to
view the Meeting online at:
https://vimeo.com/451683296/97fc350194.
FY20 has certainly been a year of challenges.
We have accelerated the work we were doing
under our turnaround programme and are
starting FY21 with a strong balance sheet and a
leaner cost structure. I would like to acknowledge
and thank our teams for their efforts and
contributions over this time.
I would also like to acknowledge and thank Anne
Urlwin who will be stepping down from the Board
at the Annual Meeting. Anne has been a valuable
and supportive member of our Board, including
as chair of the Audit and Risk Committee, and her
contributions have been much appreciated.
The Meeting is an opportunity for you to
hear about our strategy, our progress and our
aspirations.
Included in this Notice of Meeting are
instructions on how to have your say by voting on
resolutions. If you cannot attend, we encourage
you to complete and lodge the proxy form in
accordance with the instructions on the back of
that form.
We look forward to welcoming you to the
Meeting.
Susan Paterson
Chair

AGENDA
1. CHAIR AND MANAGEMENT PRESENTATIONS
2. SHAREHOLDER DISCUSSION
3. RESOLUTIONS
To consider and, if thought fit, pass the following ordinary resolutions:
RESOLUTION 1: AUDITOR’S REMUNERATION
That the Directors be authorised to fix the fees and expenses
of PricewaterhouseCoopers as the Company’s auditor.
RESOLUTION 2: RE-ELECTION OF CHRIS ELLIS
That Chris Ellis, who retires by rotation and is eligible for
re-election, be re-elected as a Director of the Company.
RESOLUTION 3: RE-ELECTION OF STEVE REINDLER
That Steve Reindler, who retires by rotation and is eligible for
re-election, be re-elected as a Director of the Company.
Further information relating to the resolutions is set out in the
Explanatory Notes to this Notice of Meeting.
4. OTHER BUSINESS
The Board and management invite attendees to join them for light
refreshments at the end of the Meeting.
By Order of the Board of Directors
Greg Smith

Authorised Officer
28 August 2020
IMPORTANT DATES AND TIMES
- Latest time for receipt of proxy forms:
2.00pm on Tuesday 29 September
- Time for determining voting entitlement at the Meeting:
5.00pm on Tuesday 29 September 2020

RESOLUTION 1
FIX THE REMUNERATION OF THE AUDITOR
Under section 207T of the Companies Act 1993,
PricewaterhouseCoopers is automatically reappointed
at the Annual Meeting as auditor of the Company. The
resolution authorises the Board to fix the remuneration of
PricewaterhouseCoopers as the Company’s auditor.
ROTATION OF DIRECTORS
The Listing Rules provide that a Director must not hold
office (without re-election) past the third annual meeting
after his or her appointment or re-election, or for three
years, whichever is longer.
Accordingly, Chris Ellis and Steve Reindler both retire by
rotation and, being eligible, have offered themselves for
re-election. Both Chris and Steve are considered valuable
members of the Board and the Board unanimously supports
their re-election.
In addition, Anne Urlwin has advised the Board of her
intention to step down from the Board immediately
following the 2020 Annual Shareholders Meeting.
A recruitment programme is currently underway to identify
and appoint a Director with the appropriate skills to join
the Board.
The Board has a skills matrix, which identifies four key focus
areas in the organisation and the skill set which the Board
believes would add value to Steel & Tube, as outlined in the
FY20 Annual Report. Directors’ capabilities are considered
against this skills matrix and the Board believes that the
current directors offer valuable and complementary skill
sets. Importantly, every one of Steel & Tube’s Directors
has either worked in, or is involved in directorships, in the
sector.
RESOLUTION 2:
RE-ELECTION OF CHRIS ELLIS AS A DIRECTOR
Appointed:
29 September 2017
Board Responsibilities:
Chair of the Quality, Health, Safety
and Environment Committee; member of the Governance
and Remuneration Committee; and the Nominations
Committee
Chris’ background spans the manufacturing, heavy
construction and engineering sectors. He qualified with a
civil engineering degree from the University of Canterbury,
a Master of Science in civil engineering from Stanford
University and more recently a senior executive program
at Wharton Business School. Chris is an experienced,
strategy-focused director with an extensive career in the
Australasian building industry. He has held CEO roles with
Brightwater Group and at Fletcher Building Ltd where he
was Chief Executive of the Building Products Division.
Chris’ directorships also include Hiway Group Ltd, Horizon
Energy Group Ltd and Steelpipe Ltd. His particular skill set
in relation to Steel & Tube’s Board skills matrix includes
commercial, quality health & safety, business turnaround,
manufacturing, construction and people & culture.
RESOLUTION 3:
RE-ELECTION OF STEVE REINDLER AS A DIRECTOR
Appointed:
28 August 2017
Board Responsibilities: Chair of the Governance and
Remuneration Committee; and Member of the Audit and
Risk Committee; and the Nominations Committee
Steve is an engineer with a background in large scale
infrastructure and heavy industry manufacturing. He was
GM Engineering at Auckland International Airport Ltd and
previous employment included 22 years with New Zealand
Steel Ltd and BHP Steel Ltd where he held a number of roles
including GM Engineering and Environment. Steve was
inaugural chairman of the Chartered Professional Engineers
Council and is a former President of the Institution of
Professional Engineers New Zealand. His directorships
include Z Energy Ltd, Broome International Airport Group,
Christchurch Multi Use Arena Project, Whitford Community
Charitable Trust, and chairman of D&H Steel Construction,
Clearwater Construction and Waste Disposal Services. His
particular skill set in relation to Steel & Tube’s Board skills
matrix includes governance, commercial, quality health &
safety, steel industry, manufacturing and construction.
EXPLANATORY NOTES
In these explanatory notes, references to “Listing Rules” are to the NZX Listing Rules. Resolutions 1 to 3 are Ordinary
Resolutions and require approval by a simple majority (greater than 50%) of the votes of those shareholders entitled to
vote and voting on the resolution.

ENTITLEMENT TO VOTE
The only persons entitled to vote at the Annual Meeting
are registered shareholders of the Company at 5pm
on Tuesday 29 September 2020 and only the shares
registered in those shareholders’ names at the time may
be voted at the Meeting in person or by proxy.
PROXIES AND CORPORATE REPRESENTATIVES
Any shareholder who is entitled to vote at the Annual
Meeting may appoint a proxy (or in the case of a
corporate shareholder, a representative) to attend and
vote on their behalf. A proxy does not have to be a
shareholder in the Company. A shareholder may appoint
the Chair of the Meeting, or another person, to act as
prox y.
A shareholder wishing to appoint a proxy can do so by:
• completing the enclosed Proxy/Voting Form and
returning it by mail, email or fax to Computershare
Investor Services Limited; or
• appointing a proxy online at www.investorvote.co.nz
in accordance with the instructions set out in the
enclosed Proxy/Voting Form
so as to ensure it is received by 2pm on Tuesday
29 September 2020 (being 48 hours before the time
for holding the Annual Meeting).
The address details for Computershare Investor
Services Limited are: Private Bag 92119, Auckland 1142,
Fax +64 9 488 8787 or email:
corporateactions@computershare.co.nz.
If you appoint a proxy, you may either direct your
proxy how to vote for you or you may give your proxy
discretion to vote as s/he sees fit. If you wish to give your
proxy discretion, you must mark the appropriate boxes
to grant your proxy that discretion. If you do not tick any
box for a particular resolution, or the form is otherwise
unclear, then your proxy will abstain from voting. If you
mark more than one box on an item, your vote will be
invalid on that item.
If, in appointing a proxy, you inadvertently do not name
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. The Chair and the Directors intend to vote
proxies granted to them and marked ‘Proxy Discretion’ in
favour of the resolutions.
Please see the Proxy/Voting Form for further details and
instructions.
QUESTIONS
Steel & Tube offers a facility for shareholders to submit
questions to the Board in advance of the Annual
Meeting. Questions should be relevant to matters at
the Annual Meeting, including matters arising from the
financial statements, general questions regarding the
performance of the Company, and questions which relate
to the resolutions. The Company has the discretion as to
which of these questions will be addressed at the Annual
Meeting.
Please submit questions by email to:
investor@steelandtube.co.nz. Please write ‘Questions
from Shareholders’ in the subject line of the email.
There will also be the opportunity for shareholders
and proxy holders to ask questions during the Annual
Meeting.
WEBCAST
Shareholders will be able to view the meeting online at
https://vimeo.com/451683296/97fc350194.
MEETING PRESENTATION AND ANNUAL REPORT
The Meeting presentations and voting results will be
released to the NZX and published on the Company
website at:
https://steelandtube.co.nz/investor/annual-meetings.
A copy of Steel & Tube’s latest Annual Report is
publicly available, and copies of future Shareholder
Reports will be available, on the company website at
https://steelandtube.co.nz/investor/reports. You may,
at any time, request a free copy of the most recent
and future Shareholder Reports. If you wish to do
so, please update your communication preferences
by visiting the Computershare Investor Centre at
www.investorcentre.com/nz. Existing users should
login and update their communication preferences in
the ‘My Profile’ page. For new users, click on ‘Register
Now’ and follow the steps to create your User ID and
password. After that, you will access the service with your
own User ID. Alternatively, your request can be emailed
to ecomms@computershare.co.nz (Please use “STU
Report” as the subject line for easy identification) or by
contacting Computershare on (09) 488 8777 between
8.30am and 5.00pm Monday to Friday.
PROCEDURAL NOTES