Steel & Tube Notice of 2021 Annual Shareholders’ Meeting

NOTICE OF
2021 ANNUAL
MEETING OF
SHAREHOLDERS
Notice is given that the 2021 Annual Meeting of
Shareholders of Steel & Tube Holdings Limited
(the “Company” or “Steel & Tube”) will be held on
Thursday 30 September 2021, commencing at 2pm.
Venue
Pakuranga Hunt Room, Ellerslie Event Centre
80 – 100 Ascot Ave, Ellerslie, Auckland
Online
https://meetnow.global/nz
Steel & Tube may hold the Annual Meeting as an
online-only meeting if the Company considers it
necessary or desirable to do so to comply with any
applicable legal restrictions, or for health and safety
reasons, associated with the Covid-19 pandemic or
otherwise. If Steel & Tube exercises its discretion to
hold an online-only meeting, the Company will provide
shareholders with as much notice as is reasonably
practicable by way of an announcement to the NZX
and on Steel & Tube’s website.
Dear Shareholder
On behalf of the Board and Management of
Steel & Tube, we are delighted to invite you to
attend our Annual Meeting on 30 September
2021. This is an opportunity for you to meet the
Directors of your company and talk with the
Management team.
While the last 12 months have been challenging,
we were pleased to deliver a strong result for the
2021 financial year, as the benefits of our strategic
initiatives become clear. We are now moving
forward with a focus on organic growth and
adding further value to our shareholders
and other stakeholders alike.
You are able to attend the meeting in person or
online. 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 encourage shareholders to receive
communications from Steel & Tube by email.
This ensures you receive communications in a
timely manner, saves money and is better for
the environment. To sign up for email
communications, please
follow the instructions on the top of page 2 of
the proxy form.
We look forward to updating you on our progress
and our strategy at 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 APPOINTMENT AND REMUNERATION
That KPMG be appointed as auditor of the Company and the
Directors be authorised to fix the auditor’s remuneration.
RESOLUTION 2: RE-ELECTION OF SUSAN PATERSON
That Susan Paterson, who retires by rotation and is eligible for
re-election, be re-elected as a Director of the Company.
RESOLUTION 3: ELECTION OF KAREN JORDAN
That Karen Jordan, who was appointed as a Director by the Board
during the year, be 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
Richard Smyth
Authorised Officer
24 August 2021
IMPORTANT DATES AND TIMES
- Latest time for receipt of proxy forms:
2.00pm on Tuesday 28 September 2021
- Time for determining voting entitlement at the Meeting:
5.00pm on Tuesday 28 September 2021
- Annual Meeting:
2.00pm on Thursday 30 September 2021

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.
AUDITOR’S APPOINTMENT AND REMUNERATION
The Companies Act 1993 requires the Company to appoint an
auditor and provides that the fees and expenses of an auditor
appointed at an Annual Meeting can be fixed in the manner
determined at that meeting. Following a formal request for
proposal process, the Board has recommended that KPMG
be appointed as the Company’s auditor for the financial year
ending 30 June 2022.
Section 207S of the Companies Act 1993 provides that the
remuneration of the auditor is to be fixed in such a manner as
the company determines at the meeting. The Board proposes
that, consistent with commercial practice, the auditor’s
remuneration should be fixed by the Directors.
The resolution authorises the appointment of KPMG as
the Company’s auditor and authorises the Board to fix the
remuneration of KPMG as the Company’s auditor.
ELECTION AND RE-ELECTION 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, Susan Paterson retires by rotation and,
being eligible, has offered herself for re-election.
The Listing Rules require that any person who is appointed
as a Director by the Board shall retire from office at the next
Annual Shareholders’ Meeting but shall be eligible for election
at that meeting. Karen Jordan was appointed to the Board
during the year and accordingly is standing for election by
shareholders.
The Board has a skills matrix, which identifies four key focus
areas in the organisation and the skill set which the Board
believes adds value to Steel & Tube. Directors’ capabilities are
considered as a collective against this skills matrix and the
Board believes that the current Directors offer valuable and
complementary skill sets. Importantly, the majority of Steel
& Tube’s Directors have either worked in, or are involved in
directorships, in the sector.
RESOLUTION 2:
RE-ELECTION OF SUSAN PATERSON AS A DIRECTOR
Appointed: 16 January 2017
Board Responsibilities: Chair, Independent Director, Member
of the Audit and Risk Committee and Governance and
Remuneration Committee, Chair of the Nomination Committee.
A professional Director since 1996, in 2015 Susan was
appointed an Officer of the Order of New Zealand (ONZM)
for her to services to corporate governance. Having trained
and practiced as a pharmacist, Susan completed her MBA
at London Business School, then worked in strategy and
I/T consulting and management roles in New Zealand,
Europe and USA. She worked in the steel sector at Fletcher
Challenge and was General Manager of Wiremakers. Susan
has strong governance, commercial, financial, M&A, business
turnaround, sales & marketing and people & culture skills.
Her current governance roles include Arvida Group, ERoad,
Theta Systems (Chair), Les Mills NZ, Lodestone Energy and
the Reserve Bank of New Zealand. She is also a mentor on the
Institute of Director’s Mentoring for Diversity programme.
The Board unanimously supports Susan’s re-election.
RESOLUTION 3:
ELECTION OF KAREN JORDAN AS A DIRECTOR
Appointed: 10 December 2020
Board Responsibilities: Independent Director, Chair Audit and
Risk Committee, Member of the Quality, Health, Safety and
Environment Committee and the Nomination Committee.
Karen is an experienced Director across private, public
and not-for-profit sectors. She is a Chartered Member of
the IOD NZ and a Fellow of CIMA. She has over 20 years
corporate experience in FTSE listed energy companies in the
UK energy infrastructure sector. In line with Steel & Tube’s
skills matrix, Karen has identified strengths in governance,
commercial, financial acumen, HSQET, construction/
infrastructure, procurement and technology enabled business
transformation. Karen is currently a Director on the Board of
City Rail Link Ltd, an Independent Member of the NZDF Risk
& Assurance Committee and of the NZ Inland Revenue Risk &
Assurance Committee.
The Board unanimously supports Karen’s election.

PROCEDURAL NOTES
ENTITLEMENT TO VOTE
The only persons entitled to vote at the Annual Meeting are
registered shareholders of the Company at 5pm on Tuesday
28 September 2021 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 proxy.
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
28 September 2021 (being 48 hours before the time
for holding the Annual Meeting).
The contact details for Computershare Investor Services
Limited are:
Private Bag 92119, Auckland 1142, New Zealand
Fax +64 9 488 8787
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.
PARTICIPATING ONLINE
As well as attending the Meeting in person, shareholders
are also able to attend the meeting virtually through the
Computershare Meeting Platform https://meetnow.global/nz
Select the Steel & Tube meeting and click ‘JOIN MEETING
NOW’. Shareholders will be able to view the presentations,
vote on the resolutions to be put to shareholders and
submit questions, by using their own computers or
mobile devices. To participate online, you will require your
Shareholder Number (which can be found on your Proxy
Form) and your postcode for verification purposes.
Further details of how to participate ‘virtually’ in the online
Meeting are provided in the enclosed Virtual Meeting
Guide. Shareholders are encouraged to review this guide
before seeking to access the online Meeting.
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,
both in person and online.
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.