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Notice of Annual Shareholder Meeting

AGM31 August 2020MELUtilities

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m e r i d i a n e n e r g y . c o . n z

Stock Exchange Listings NZX (MEL) ASX (MEZ)

Notice of Annual Shareholder Meeting

1 September 2020

The following materials relating to Meridian Energy Limited’s 2020 Annual Shareholder Meeting

(ASM) which will be held on 1 October 2020, will be sent to security holders today:


Notice of Meeting;


Proxy/Voting Form; and


Virtual Meeting Guide.

As the safety of our team and shareholders is our number one priority, Meridian has made the

decision that the in-person element of the ASM will only go ahead if Wellington is at COVID-19 alert

level 1 on 1 October 2020. Should Wellington be at COVID-19 alert level 2 or above on 1 October

2020, the ASM will move to being a virtual meeting only. If this occurs, Meridian will provide

shareholders with as much notice as is reasonably practicable via the NZX and the Virtual Meeting

details attached will be the exclusive means of attendance.

ENDS

Jason Woolley

Company Secretary

Meridian Energy Limited





For investor relations queries, please contact:

Owen Hackston

Investor Relations Manager

021 246 4772

For media queries, please contact:

Polly Atkins

Senior Communications Specialist

021 174 1715

---

Meridian Energy Limited.
Notice of Annual Shareholder Meeting.

Meridian Energy Limited.

Notice of Annual Shareholder Meeting.

The Annual Shareholder Meeting
of Meridian Energy Limited

(NZ 938552) (ARBN 151 800 396)

The InterContinental Wellington,

Lambton Ballroom,

2 Grey Street,

Wellington, New Zealand

Thursday 1 October 2020,

commencing at 10am.

Provided Wellington is at COVID-19 alert level 1 on

1 October 2020, shareholders may attend in-person or

virtually through the web platform web.lumiagm.com

or by downloading Lumi AGM from the App Store

or Google Play Store for free. The meeting

ID is: 343-042-403.

As the safety of our team and shareholders is our number one

priority, Meridian has made the decision that the in-person

element of the ASM will only go ahead if Wellington is at

COVID-19 alert level 1 on 1 October 2020. Should Wellington

be at COVID-19 alert level 2 or above on 1 October 2020,

the ASM will move to being a virtual meeting only.

If this occurs, Meridian will provide shareholders with as much

notice as is reasonably practicable via the NZX and the Virtual

Meeting details below will be the exclusive means of attendance.

Important dates and times

All times are in New Zealand time.

Vote-eligibility date for voting entitlements

for the Annual Shareholder Meeting:

28 September 2020, 5pm.

Latest time for receipt of postal votes

and proxy forms:

29 September 2020, 10am.

Annual Shareholder Meeting:

1 October 2020, 10am.

3
Meridian Energy Limited.

Notice of Annual Shareholder Meeting.

All shareholders will have the

opportunity to attend and

participate in the 2020 ASM in

person (provided Wellington

is at COVID-19 alert level 1 on 1

October 2020) or virtually via

an internet connection (using

a computer, laptop, tablet

or smartphone). In order to

participate virtually 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

version of Chrome, Safari,

Internet Explorer, Edge or

Firefox; or

• Download Lumi AGM from

the App Store or Google Play

Stores for free – search for

Lumi-AGM.

Virtual Meeting

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.

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 and ask

questions, by using their own

computers or mobile devices.

Shareholders will still be able

to cast a postal vote or appoint

a proxy to vote for them as they

otherwise would, by following

the instructions on the proxy

form and this Notice of

Annual Shareholder Meeting.

Please note that not all

questions may be able to be

answered during the meeting.

Further details of how to

participate virtually are

provided in the accompanying

Virtual Meeting Guide, with

instructions for accessing the

virtual meeting. Shareholders

are encouraged to review this

guide and download the App

prior to the ASM.

Shareholders will require

the meeting ID – which is

343-042-403 – as well as their

CSN/Securityholder Number,

which can be found on their

proxy form, for verification

purposes.

4
Meridian Energy Limited.

Notice of Annual Shareholder Meeting.

Business

A. Chair’s address

B. Chief Executive’s review

C. Shareholder questions

D. Ordinary business

To consider and, if thought

appropriate, pass the following

Ordinary Resolution:

Resolution:

Re-election of Mark Verbiest:

That Mark Verbiest, who retires

by rotation and is eligible for

re-election, be re-elected as

a Director of the Company.

For further detail see

the Explanatory Note.

Following the formal part

of the meeting, the Board

invites shareholders to join

them for light refreshments.

On behalf of the Board

Jason Woolley

Company Secretary

1 September 2020

5
Meridian Energy Limited.

Notice of Annual Shareholder Meeting.

The NZX Listing Rules (Listing

Rules) require that a Director

must not hold office (without

re-election) past the third

annual meeting following his

or her appointment or three

years, whichever is longer.

Accordingly, Mark Verbiest

retires and offers himself for

re-election by shareholders

at this ASM.

The Board has determined,

in its view, that Mark Verbiest

is an Independent Director

(as defined in the Listing Rules).

Explanatory note

Resolution

Re-election of Mark Verbiest

MARK VERBIEST

LLB, CFInstD

Mark Verbiest joined the

Meridian Board in March 2017

and was appointed Chair of

the Board in October 2019.

Mark is an experienced

company director, currently

serving on the boards of

several major companies

and organisations, including:

ANZ Bank New Zealand

Limited, Freightways Limited

(Chairman) and the Advisory

Board to New Zealand

Treasury (Member). He is also

a former board member of the

Financial Markets Authority

and former Chairman of both

Spark New Zealand Limited

and Transpower New Zealand

Limited.

Mark has significant

involvement and experience

in the energy and technology

sectors, as well as capital

markets, in a variety of roles,

over many years.

6
Meridian Energy Limited.

Notice of Annual Shareholder Meeting.

The Board has determined that

as at the close of trading on

28 September 2020 registered

shareholders at that time are

entitled to attend and vote at

the ASM.

The resolution is an ordinary

resolution and will be passed

by a simple majority of more

than 50% of the votes of those

shareholders entitled to vote

and voting on the resolution.

On behalf of the Board, the

Company’s share registrar,

Computershare Investor

Services Limited, is authorised

to receive and count postal

votes at the meeting.

Results of the voting will be

available after the conclusion

of the meeting, and will be

notified to the NZX and ASX.

The only matter being

discussed and voted on at the

ASM is the resolution contained

in this Notice of Meeting. No

motions will be allowed from

the floor.

There are no voting restrictions

on the resolution proposed in

this Notice of Meeting.

Procedural notes

Voting

Casting your vote

You may cast your vote in one

of the three ways described

below. You may abstain from

voting on the resolution:

a) Attending and voting in

person: Due to the COVID-19

pandemic, the Board

encourages shareholders to

participate virtually and vote

via the online web platform

web.lumiagm.com or by

downloading Lumi AGM from

the App Store or Google Play

Store for free. If Wellington is

at COVID-19 alert level 1 on 1

October 2020 and you attend

in person you should bring

your postal proxy/voting form

or your CSN/Securityholder

Number to assist with

registration at the meeting.

b) Casting a postal vote:

A shareholder may cast a postal

vote on the matter to be voted

on at the ASM by voting FOR,

AGAINST or ABSTAIN. Lodge

your postal vote online at

www.investorvote.co.nz, or,

complete step 1 of the

proxy/voting form, sign

where indicated and return to

Computershare in the reply

paid envelope provided.

c) Appointing a proxy:

You may appoint a proxy

to attend the meeting and

vote on your behalf. Visit

www.investorvote.co.nz

to lodge your proxy, or,

complete step 1 and step 2 of

the proxy/voting form, sign

where indicated and return to

Computershare in the reply

paid envelope provided.

Note: The proxy holder does

not need to be a shareholder

of the Company. If you appoint

a Director as your proxy, any

undirected proxies granted

to the Director will be voted

in favour of the relevant

resolutions except that a

Director standing for election

or re-election will abstain

from voting discretionary

proxies in respect of their own

appointment. A body corporate

which is a shareholder may

appoint a representative to

attend the meeting on its

behalf in the same manner as

that in which it can appoint

a proxy.

If you do not name a person as
your proxy (but have otherwise

completed the proxy form

in full) or your named proxy

does not attend the meeting,

the Chair will be appointed

your proxy and will vote in

accordance with your express

direction, and any undirected

votes will (subject to any

restriction(s) set out in the

NZX Listing Rules) be voted

in accordance with the

Chair’s discretion.

If your proxy is not the Chair of

the meeting or a Director and

they intend to join the meeting

remotely please ensure that

you provide their contact

details in the space provided

on the proxy form.

Shareholder questions

Shareholders attending the

meeting virtually or in person

will be given the opportunity to

raise questions. Shareholders

may also submit written

questions. The main themes will

be aggregated and responded

to at the ASM. Written

questions should be sent by

post to the Company Secretary,

Meridian Energy Limited,

PO Box 10840,

Wellington 6143 or by email

to companysecretary@

meridianenergy.co.nz

Meridian Energy Limited

reserves the right not to address

questions that, in the Chair’s

opinion are not reasonable

in the context of an annual

shareholder meeting, or any

written question not received

by the close of business on

24 September 2020.

New Zealand

Computershare

Investor Services Limited

Private Bag 92119

Auckland 1142, New Zealand

Level 2, 159 Hurstmere Road

Takapuna

Auckland 0622,

New Zealand

Australia

Computershare

Investor Services Pty Limited

GPO Box 2975

Melbourne, VIC 3001,

Australia

Share Registrar

Details

InterContinental
Wellington

Jervois Quay

Lambton Quay

Grey Street

Customhouse Quay

Featherston Street

Victoria Street

Virtual Meeting/Webcast

We encourage you to attend through the web platform web.lumiagm.com or by downloading

Lumi AGM from the App Store or Google Play Store for free. The meeting ID is: 343-042-403.

If Wellington is at COVID-19 alert level 2 or above, the ASM will only be available online using

the virtual meeting details above. If you are unable to attend the ASM, but would still like to

watch proceedings, you can also visit: www.meridianenergy.co.nz/investors

Meeting venue

Provided Wellington is at COVID-19 alert level 1 on 1 October

2020, the ‘in person’ element of the ASM will be held at the

InterContinental Wellington, Lambton Ballroom, 2 Grey Street,

Wellington Central, New Zealand.

Parking

There is limited concierge

parking available at the venue

for $25 per vehicle per day.

Parking is also available in the

Wilsons car park under the venue.

Important

information

---

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

Your secure access information

Control Number: CSN/Shareholder Number:

PLEASE NOTE: You will need your CSN/Shareholder Number and postcode or country of residence (if outside New Zealand) to

securely access InvestorVote and then follow the prompts to lodge your vote or appoint your proxy online.

Proxy/Voting Form

Lodge your vote or appoint your proxy online, 24 hours a day, 7 days a week:

www.investorvote.co.nz

Scan the QR code to vote now.

Smartphone?

For your proxy or postal vote to be effective it must be received by 10.00am Tuesday 29 September 2020

Turn over to complete the form to vote

If you do not name a person as your proxy (but have otherwise completed the

proxy form in full) or your named proxy does not attend the meeting, the Chair

will be appointed your proxy and will vote in accordance with your express

direction, and any undirected votes will (subject to any restriction(s) set out in the

NZX Listing Rules) be voted in accordance with the Chair’s discretion.

There are no voting restrictions on the resolution proposed in the notice of

meeting.

Signing Instructions for Postal/Proxy Forms

Individual

Where the holding is in one name, the shareholder must sign.

Joint Holding

Where the holding is in more than one name, all of the shareholders should sign.

Power of Attorney

If this Proxy Form has been signed under a power of attorney, a copy of the

power of attorney (unless already deposited with the Company) and a signed

certificate of non-revocation of the power of attorney must be produced to the

Company with this Proxy Form.

Companies

This form should be signed by a Director jointly with another Director, or a

Sole Director can sign alone. Please sign in the appropriate place and indicate

the office held.

Comments & Questions

If you have any comments or questions for the company, please write them on a

separate sheet of paper and return with this form.

Notes

As the safety of our team and shareholders is our number one priority, Meridian

has made the decision that the in-person element of the ASM will only go ahead if

Wellington is at COVID-19 alert level 1 on 1 October 2020. Should Wellington be at

COVID-19 alert level 2 or above on 1 October 2020, the ASM will move to being a

virtual meeting only. If this occurs, Meridian will provide shareholders with as much

notice as is reasonably practicable via the NZX and the Virtual Meeting details

below will be the exclusive means of attendance.

Casting your vote

You may cast your vote in one of the three ways described below. You may abstain

from voting on the resolution.

(a) Attending and voting in person or virtually:

Due to COVID-19, the Board encourages all shareholders to attend the ASM and vote

virtually via the online web platform web.lumiagm.com or by downloading Lumi AGM

from the App Store or Google Play Store for free. If you attend in person you should

bring your proxy/voting form or your CSN/Securityholder Number to assist with

registration at the meeting.

(b) Casting a postal vote:

A shareholder may cast a postal vote on the matter to be voted on at the

ASM by voting FOR, AGAINST or ABSTAIN. Lodge your postal vote online at

www.investorvote.co.nz, or, complete step 1 on the reverse of this proxy/voting form,

sign where indicated and return to Computershare in the reply paid

envelope provided.

(c) Appointing a proxy:

You may appoint a proxy to attend the meeting and vote on your behalf. Visit

www.investorvote.co.nz to lodge your proxy, or, complete step 1 and step 2 on the

reverse of this proxy/voting form, sign where indicated and return to Computershare

in the reply paid envelope provided.

Note: The proxy holder does not need to be a shareholder of the Company. If you

appoint a Director as your proxy, then any undirected proxies granted to the Director

will be voted in favour of the resolution except that Directors standing for election

or re-election will abstain from voting discretionary proxies in respect of their own

appointment. A body corporate which is a shareholder may appoint a representative

to attend the meeting on its behalf in the same manner as that in which it can

appoint a proxy.

Voting Instructions/Ballot Paper
STEP 1

hereby appoint of

or failing him/herof

as my/our proxy to act generally at the meeting on my/our behalf and to vote in accordance with the above directions at the InterContinental Wellington, 2 Grey Street,

Wellington Central, New Zealand on Thursday 1 October 2020 commencing at 10:00am (New Zealand Time) and at any adjournment of that meeting.

I/We being a shareholder/s of Meridian Energy Limited

Appointment of Proxy

STEP 2

Please note: If you do not plan to attend the meeting, you may cast a postal vote or appoint a proxy to vote at the meeting.

If you mark the PROXY DISCRETION box above you must appoint a proxy. This may be the chair or any director if you so wish.

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)

ATTENDANCE SLIP

Annual Shareholder Meeting of Meridian Energy Limited to be

held at the InterContinental Wellington, 2 Grey Street, Wellington

Central, New Zealand on Thursday 1 October 2020 commencing at

10:00am (New Zealand Time).

Signature of Shareholder/s This section must be completed.

SIGN

or Sole Director/Directoror Director (if more than one)

Shareholder 1Shareholder 2Shareholder 3

Contact Name Contact Daytime Telephone Date

The resolution is stated in brief. Please refer to the Notice of Annual Shareholder Meeting for the full text of the resolution and Explanatory Notes.

For

Against

Abstain

Proxy

Discretion

Ordinary Resolution

1.

That Mark Verbiest, who retires by rotation and is eligible for re-election, be re-elected as a Director of the Company.

If your proxy is not the Chair of the Meeting or any other 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.

Proxy contact Details (Phone): and (Email):

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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—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.

VIRTUAL MEETING GUIDE

NEW ZEALAND RESIDENTS

Username (CSN or Holder number) and

password (postcode).

APPOINTED PROXIES

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—5.00pm Monday to

Friday (New Zealand time).

MEETING ID

343-042-403

LOGGING IN

T

o 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 a bondholder or not a shareholder in Meridian Energy Limited; however, you will not be able to ask any questions

or vote.

Remote entry to the Annual Meeting will open at 9.45AM NZT

on Thursday 1 October 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’.

Data sourced from publicly available filings. Our datasets may not be complete. Automated analysis can produce errors. If you believe any data on this page is incorrect, please contact us at hello@nzxplorer.co.nz. For informational purposes only. Not investment advice.

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