Notice of Meeting & Proxy/Voting Form
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS OF FREIGHTWAYS LIMITED
Notice is hereby given to all Shareholders that the Annual Meeting of Shareholders of Freightways
Limited (Freightways) will be held on Thursday, 29 October 2020 at 10.00 am.
As the safety of our team and shareholders is our highest priority, Freightways expects to offer
shareholders the ability to attend the Annual Meeting by remote access through a Virtual Meeting
option, as well as, if conditions permit, in-person in the South Level 4 Lounge, Eden Park, Reimers
Avenue, Kingsland, Auckland. The in-person element of the Annual Meeting will only go ahead if, on
15 October 2020, there is the expectation that Auckland will be at COVID-19 alert level 1 on 29 October
2020. Should Auckland be at any other COVID-19 alert level than level 1 on 29 October 2020, only a
virtual meeting will take place. Freightways will provide shareholders with as much notice as is
reasonably practicable via the NZX. In all cases, shareholders may attend virtually through the internet
platform web.lumiagm.com or by downloading Lumi AGM from the App Store or Google Play Store for
free. The meeting ID is: 378-255-934. Your CSN/Securityholder Number can be found on your
Proxy/Voting Form for verification purposes.
Further details on how to participate virtually are provided in the accompanying Virtual Meeting Guide.
Shareholders are encouraged to review this guide and access the Lumi AGM website or download the
App prior to the Annual 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.
Business
A. Chairman’s introduction
B. Chief Executive Officer’s Review and Trading Update
C. Resolutions
To consider, and if thought fit, pass the following ordinary resolutions:
1. That Mark Rushworth be re-elected as a Director of Freightways.
2. That the Directors are authorised to fix the Auditors’ remuneration.
By Order of the Board
Stephan Deschamps
CHIEF FINANCIAL OFFICER
6 October 2020
PROXIES AND REPRESENTATIVES
Shareholders may exercise their right to vote at the meeting either by being present in person or by appointing
a proxy to attend and vote in their place. A proxy need not be a shareholder of the Company. A body corporate
shareholder may appoint a representative to attend the meeting on its behalf. A combined admission card and
proxy form is enclosed with this notice. If you wish to vote by proxy you may either visit www.investorvote.co.nz
to lodge your proxy or by completing and signing the proxy form and sending it to the Company’s share
registrar, Computershare Investor Services Limited. The proxy form will only be effective if it is received by the
Company's share registrar no later than 10.00am Tuesday, 27 October 2020, being 48 hours prior to the
commencement of the meeting. A reply paid envelope is enclosed if mailing the proxy form from within New
Zealand. If you wish to deposit your proxy by fax, please send it to Computershare on fax (09) 488 8787.
EXPLANATORY NOTES
All references to the "Listing Rules" are references to the NZX Listing Rules, dated 1 January 2020.
RESOLUTION ON RE-ELECTION OF A CURRENT DIRECTOR
Shareholders should note the average tenure on the Board among the current directors is less than 6 years,
following the appointment of two new directors two years ago.
The Board is conscious of the need for continuity of experience and Board renewal. Mark Verbiest and Kim
Ellis, who each have over ten years tenure on the Board, signalled an intention to retire during their respective
current three-year terms, enabling appropriate and orderly succession. The Board’s appointment of Malcolm
Grimmond as a new Director recently was part of the Board’s succession planning, but Malcolm has decided
not to stand for election at the upcoming Annual Meeting for personal reasons and will retire at the conclusion
of the meeting. The Board will continue the search for a new Director in accordance with its succession plan.
It should also be noted that Andrea Staines will be retiring at the conclusion of this year’s Annual Meeting.
RESOLUTION 1: RE-ELECTION OF DIRECTOR
That Mark Rushworth be re-elected as a director of the Company.
Mark Rushworth is retiring by rotation and offers himself for re-election. The Board has determined that Mark
is an independent director and unanimously recommends that shareholders vote in favour of his re-election.
Mark Rushworth BE(Hons), MEM
Mark was appointed a Director in September 2015. He has extensive experience in the technology sector, with
a decade’s governance experience, predominantly in the high tech and innovation space. An electrical
engineer by training, with widespread operations and marketing experience, he spent 4 years on the senior
executive team of Vodafone NZ, where among other things he had executive accountability for the fixed line
business and as Director of Marketing. Mark previously served as Chief Executive of Pacific Fibre, ihug and
financial services company, Paymark Limited. Mark is currently Chief Executive Officer of private equity-
owned UP Education and a director of a number of private companies.
RESOLUTION 2: AUDITORS’ REMUNERATION
That the Directors are authorised to fix the Auditors’ remuneration.
The present auditors of the Company are PricewaterhouseCoopers. Under the Companies Act 1993 they will
continue in office.
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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 visit
web.lumiagm.com on your desktop or mobile device. You will need to ensure that your browser is compatible — Lumi AGM supports
the latest versions of Chrome, Safari, Internet Explor e r, Edge and Firefox.
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).
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 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
378-255-934
To log in, you must have the following information (which can be found on your Shareholder’s Voting and Proxy Form) or you can login as
a guest if you are not a shareholder in Freightways Limited; however, you will not be able to ask any questions or vote.
Remote entry to the Annual Meeting will open at 9.30AM NZT
on Thursday 29 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
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.
USING LUMI AGM
ACCESSING THE VIRTUAL MEETING
Once you have 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.
WATCHING THE WEBCAST
To watch the webcast, click the black
broadcast bar on screenand 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’.
---
Go online to lodge your proxy or turn over to complete the form
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 appoint your proxy and exercise your vote online.
Lodge your proxy online, 24 hours a day, 7 days a week:
Smartphone?
Scan the QR code to vote now.
For your proxy to be effective it must be received by 10:00am Tuesday 27 October 2020
Proxy/Voting Form
www.investorvote.co.nz
Lodge your 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
Freightways Limited
Notes
As the safety of our team and shareholders is our number one priority, Freightways
has made the decision that the in-person element of the ASM will only go ahead if
Auckland
is at COVID-19 alert level 1 on 29 October 2020. Should Auckland be at
COVID-19 alert level 2 or above on 29 October 2020, the ASM will move to being a
virtual meeting only. If this occurs, Freightways 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 two ways described below. You may abstain
from voting on the resolutions.
(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. 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) 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 resolutions 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.
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 resolutions proposed in the notice of
meeting.
Attending the Physical Meeting
Bring this form to assist registration. A corporate shareholder may appoint
a representative to attend the meeting by completing the form overleaf and
returning it to Computershare by no later than 10:00am Tuesday 27 October
2020.
QR Code
To scan the code above you need to have already downloaded a free QR code
reader application to your smart phone.
Signing Instructions for 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.
Against
Proxy
DiscretionForAbstain
STEP 1
Annual Meeting of Freightways Limited to be held in the South
Level 4 Lounge, Eden Park, 52 Reimers Avenue, Kingsland,
Auckland on Thursday, 29 October 2020 at 10:00am
ATTENDANCE SLIP
or Sole Director/Director or Director (if more than one)
Contact Name Contact Daytime Telephone Date
Signature of Shareholder(s) This section must be completed.
Business
To consider, and if thought fit, to pass the following ordinary resolutions:
Please note: For each resolution below you must tick one box. If a box relating to a resolution is not ticked, the vote on that resolution
will be invalid.
Items of Business - Voting Instructions/Ballot Paper
as my/our proxy to vote for me/us on my/our behalf in accordance with the following directions at the Annual Meeting of Freightways Limited to be held
in the South Level 4 Lounge, Eden Park, 52 Reimers Avenue, Kingsland, Auckland on Thursday, 29 October 2020 at 10:00am and at any adjournment
of that meeting.
hereby appointof
or failing him/her
of
Appoint a Proxy to Vote on Your Behalf
SIGN
STEP 2
Proxy/Voting Form
Shareholder 1 Shareholder 2 Shareholder 3
CSN/Shareholder Number:
Number of Shares:
I/We being a shareholder/s of Freightways Limited
1.That Mark Rushworth be re-elected as a Director of Freightways.
2.That the Directors are authorised to fix the Auditors’ remuneration.
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)
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):
CSN/Shareholder Number:
Number of Shares:
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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