Mainfreight Notice of Annual Meeting of Shareholders 2021

Notice of Meeting & Explanatory Notes
MAINFREIGHT 2021 ANNUAL MEETING OF SHAREHOLDERS

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NOTICE of Meeting
Agenda
CHAIRMAN’S ADDRESS
GROUP MANAGING DIRECTOR’S
ADDRESS
ANNUAL REPORT
To receive and consider the annual report of
the Company for the year ended 31 March
2021, including the f inancial statements for
that year and the directors’ and auditor’s
reports to shareholders.
RESOLUTIONS
To consider and, if thought f it, to pass the
following ordinary resolutions (which require
the approval of a simple majority of the
votes of those shareholders entitled to vote
and voting on the resolution in person or by
proxy or representative):
1. Re-election of Bruce Plested
That Bruce Plested, who retires at the annual
meeting and is eligible for re-election, be
re-elected as a Director of the Company (see
explanatory note).
Notice is given that the annual meeting of shareholders
of Mainfreight Limited (the “Company”) will be held at
4.00pm on Thursday, 29 July 2021 in the Level 4 Lounge,
South Stand, Eden Park, Reimers Avenue, Kingsland,
Auckland, New Zealand.
2. Re-election of Richard Prebble
That Richard Prebble, who retires at
the annual meeting and is eligible for
re-election, be re-elected as a Director of the
Company (see explanatory note).
3. Auditor
That the Directors be authorised to f ix the
fees and expenses of the auditor
(see explanatory note).
OTHER BUSINESS
To consider any other matters that may
lawfully be considered at the meeting.
BY ORDER OF THE BOARD


BRUCE PLESTED, Chairman
25 JUNE 2021

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EXPLANATORY Notes
NOTE ON RE-ELECTION OF DIRECTORS
Tenure has become an increasing focus in
recent times, in the consideration of director
independence. Mainf reight values its long-
standing directors, including our Founder
and Chairman, who continue to focus their
signif icant knowledge and experience of the
Company towards critically robust discussion
and strategic direction.
Director relationships with management are
reviewed as part of the Board’s wider annual
performance review process. Directors must
be ready to challenge management, not be
entrenched in their thinking, and be capable
of unbiased decision making.
The Board recognises the need for balance
and diversity at the Board table, and its more
recent director appointments have ensured
added perspective and a broader skill base.
The Board will continue to be ref reshed to
meet the requirements of the Company and
its stakeholders.
Resolution 1:
RE-ELECTION OF DIRECTOR
In accordance with NZX Main Board
Listing Rule 2.7.1, Bruce Plested retires by
rotation and being eligible, offers himself
for re-election. The Board unanimously
recommends that shareholders vote in
favour of the re-election of Bruce Plested.
The Board considers that Bruce Plested
does not quality as an independent director.
BRUCE PLESTED
Bruce Plested is the Founder and Chairman
of Mainf reight and is the largest shareholder
of the Company.
Bruce is a qualif ied chartered accountant
and Fellow of Chartered Accountants
Australia and New Zealand.
BRUCE PLESTED
Bruce plays an active role in the direction
of the Company, sharing his values and
philosophy, which is at the heart of our
culture. With his deep industry experience
and strong ethical convictions, he is vitally
involved in setting the strategic focus for the
Company.
He is a member of the Board’s Remuneration
Committee (Chair).
Resolution 2:
RE-ELECTION OF DIRECTOR
In accordance with NZX Listing Rule 2.7.1,
Richard Prebble retires by rotation and
being eligible, offers himself for re-election.
The Board unanimously recommends that
shareholders vote in favour of the re-election
of Richard Prebble. He is considered by the
Board to be an independent director.
RICHARD PREBBLE
Richard Prebble is a long-standing
Director of Mainf reight having been on the
Company’s Board since immediately prior to
its listing in 1996.

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ANNUAL MEETING of Shareholders
RICHARD PREBBLE
Richard is by profession a lawyer, and a
Fellow of the Chartered Institute of Logistics
and Transport. He has served on the
boards of a range of companies including
McConnell International, Hawkins Group and
WEL Networks.
Mainf reight also continues to benef it
f rom Richard’s experience gained during
his service as a Member of New Zealand’s
Parliament, and in particular his portfolios of
Transport, Railways and Civil Aviation.
His perceptiveness and acuity contribute to
balanced debate at the Board table and his
views are valued by his fellow directors and
the Company’s management team alike.
He is a member of the Board’s Audit and
Remuneration Committees.
Resolution 3:
AUDITOR
EY is automatically reappointed at the annual
meeting as the auditor of the Company
under section 207T of the Companies Act.
This resolution authorises the Board to f ix the
fees and expenses of the auditor.
The Directors recommend that shareholders
vote to approve Resolution 3.
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Meeting Details
VENUE: Level 4 Lounge, South Stand
Eden Park, Reimers Avenue
Kingsland, Auckland
DATE: Thursday, 29 July 2021
TIME: 4.00pm
REGISTERED & ADMINISTRATION OFFICE
2 Railway Lane, Otahuhu
Auckland 1062
PO Box 14038, Panmure
Auckland 1741
Tel +64 9 259 5500
www.mainfreight.com
Eden Park is well served by rail and bus
services. Kingsland train station is a short
walk f rom Eden Park.
There are car parks available at the South
Stand (through car park entrance P5, off
Reimers Avenue) on a f irst come, f irst served
basis.
Enter Eden Park at Gate G and take the lift
to Level 4.

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For your postal vote or proxy to be effective it must be received by 4.00pm Tuesday 27 July 2021
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
VOTING/PROXYFORM
Voting
You are entitled to one vote for every fully paid share in
Mainf reight Limited that you hold as at 4.00pm on Tuesday
27 July 2021. Voting at the meeting will be by way of a poll
(which the Chairman 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
Please bring this Voting/Proxy Form to the meeting to
assist registration. To vote by postal vote or appoint a proxy
instead, please complete either process online or post this
form.
Please read the instructions below before completing this
form.
POSTAL VOTE (refer to Step 1 overleaf)
The Company’s Chief Financial Off icer has been authorised
to receive and count postal votes at the meeting.
You may cast a postal vote by completing the “For”,
“Against” or “Abstain” boxes in Step 1 overleaf.
If you return your postal vote without indicating how you
wish to vote on a resolution, you will be treated as not
having voted on that resolution.
Appointment of Proxy (refer to Steps 1 & 2 overleaf)
If you do not plan to attend the meeting, you may appoint
a proxy (or, in the case of a corporate shareholder, a
representative). A proxy does not need to be a Mainf reight
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’ve directed the proxy by ticking the
“For”, “Against” or “Abstain” boxes will be counted as postal
votes, so you don’t need to worry if your proxy is unable to
make it to the meeting.
You may appoint the Chair of the meeting, or any other
director, as your proxy. To do this, enter ‘the Chairman’ or
the director’s name in the space allocated in ‘Step 2’ of this
form. The Chair of the meeting and directors will vote for
resolutions marked “Proxy’s Discretion”, even if they have an
interest in the outcome of the resolution.
GO ONLINE TO LODGE YOUR POSTAL VOTE/PROXY OR TURN OVER TO COMPLETE THE FORM
If you’ve ticked the “Proxy’s Discretion” box and your named
proxy does not attend the meeting or you haven’t named a
proxy, the Chair of the meeting will act as your proxy.
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 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 f rom another joint
shareholder, the vote of the shareholder named f irst 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 certif ied copy must, unless already
provided to Mainf reight Limited, accompany the Voting/
Proxy Form together with a completed certif icate 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 suff icient 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.
www.investorvote.co.nz
Lodge your proxy online, 24 hours a day, 7 days a week:
Your secure access information
Control Number:
PLEASE NOTE: You will need your CSN/Securityholder 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.
CSN/Securityholder Number:
Smartphone?
Scan the QR code to vote now.
The Annual Shareholders' Meeting of Mainf reight Limited will be held in the Level 4 Lounge, South Stand, Eden Park,
Reimers Avenue, Kingsland, Auckland on Thursday, 29 July 2021, commencing at 4.00pm.

VOTING INSTRUCTIONS/VOTING PAPER
SIGNATURE OF SECURITYHOLDER(S) This section must be completed.
STEP 1
Sign
Attendance slip
Contact Name Contact Daytime Telephone Date
Resolutions
1. That Bruce Plested, who retires at the annual meeting and is eligible for re-election,
be re-elected as a Director of the Company.
2. That Richard Prebble, who retires at the annual meeting and is eligible for re-election,
be re-elected as a Director of the Company.
3. That the Directors be authorised to f ix the fees and expenses of the auditor.
ForAgainst
Abstain
Proxy
Discretion
Securityholder 1
or Sole Director/Director
Annual Meeting of Mainf reight Limited to
be held in the Level 4 Lounge, South Stand,
Eden Park, Reimers Avenue, Kingsland,
Auckland on Thursday 29 July 2021.
or Director (if more than one)
Securityholder 2Securityholder 3
APPOINTMENT OF A PROXY
STEP 2
I/We being a shareholder/s of Mainf reight Limited
hereby appoint of
or failing him/her of
as my/our proxy to act generally at the meeting on my/our behalf and to vote as directed above at the Annual Meeting of Mainfreight
Limited to be held in the Level 4 Lounge, South Stand, Eden Park, Reimers Avenue, Kingsland, Auckland on Thursday 29 July 2021,
commencing at 4.00pm and at any adjournment of that meeting.
PLEASE NOTE: If you mark any of the boxes above “Proxy’s Discretion”, you must also appoint a proxy (although if you’ve marked
“For”, “Against” or “Abstain”, these will be counted as postal votes whether or not your proxy attends the meeting). Even if you cast
a postal vote, you may also appoint a proxy to attend the meeting on your behalf by f illing out this section. You can choose the
Chair of the meeting or any Director to be your proxy.
PROXY/CORPORATE REPRESENTATIVE FORM
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)
(full name of proxy)
(full name of proxy)(full address) Note: Leave blank if appointing the Chair or a Director as your proxy
(full address) Note: Leave blank if appointing the Chair or a Director as your proxy