Notice of Annual Shareholders’ Meeting

Notice of Annual Shareholders’ Meeting
31 August 2021 – Notice of Annual Shareholders’ Meeting 2021
The following materials relating to Mercury’s 2021 Annual Shareholders’ Meeting are shortly being sent to Mercury
Shareholders:
- Notice of Meeting 2021
- Voting/Proxy Form 2021
- Mercury NZ Limited non-executive directors’ fees benchmarking summary report from PwC dated 10 June 2021
- Virtual Meeting Guide 2021
Because of the COVID-19 pandemic, we will be holding the meeting online only. We apologise for this, but due to
the Alert Level Restrictions in place on the date of this notice, uncertainty as to how and when these restrictions
may change, and the potential risks to the health of the meeting attendees, we believe this is in everyone’s best
interests.
ENDS
Howard Thomas
General Counsel and Company Secretary
Mercury NZ Limited

For investor relations queries, please contact:
Tim Thompson
Head of Treasury and Investor Relations
0275 173 470
For media queries, please contact:
Shannon Goldstone
Head of Communications
027 210 5337
media@mercury.co.nz

Attachments:
- Notice of Meeting 2021
- Voting/Proxy Form 2021
- Mercury NZ Limited non-executive directors’ fees benchmarking summary report from PwC dated 10 June 2021
- Virtual Meeting Guide 2021
ABOUT MERCURY NZ LIMITED
Mercury’s mission is energy freedom. Our purpose is to inspire New Zealanders to enjoy energy in more wonderful ways and
our goal is to be New Zealand’s leading energy brand. We focus on our customers, our people, our partners and our country;
maintain a long term view of sustainability; and promote wonderful choices. Mercury is energy made wonderful.

Visit us at: www.mercury.co.nz

STOCK EXCHANGE LISTINGS: NZX (MCY) / ASX (MCY)

NEWS RELEASE

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OUR ANNUAL
SHAREHOLDERS’
MEETING.
As an owner of Mercury NZ Limited, you are invited to our Annual Shareholders’ Meeting.
Our 2021 Annual Shareholders’ Meeting is being held online only via a virtual meeting.
Because of the COVID-19 pandemic, we will be holding the meeting online only. We apologise
for this, but due to the Alert Level restrictions in place on the date of this notice, uncertainty
as to how and when these restrictions may change, and the potential risks to the health of the
meeting attendees, we believe this is in everyone's best interests.
Date: Thursday 23 September 2021
Time: 10am (NZ time)
Virtual meeting: ht tps://meetnow.global/nz
Important Details: You can attend the meeting virtually through the Computershare Meeting
Platform https://meetnow.global/nz.
To access the meeting:
• click 'Go' under the Mercury meeting and then
• click ‘Join Meeting Now’
• Select ‘Shareholder’ on the login screen and enter your CSN/Securityholder Number
and post code (or country of residence if outside of New Zealand)

LETTER FROM THE CHAIR.
Dear Shareholder,
I am pleased to invite you to our 2021 Annual Shareholders’ Meeting (ASM) hosted online on
23 September. We look forward to updating our owners on the Company’s business performance
and strategic priorities. I am disappointed that we cannot host you in person this year, but with the
current nature of the COVID-19 pandemic in New Zealand and uncertainty as to how and when Alert
Levels may change, I believe that a virtual meeting is the best course of action for both our people
and our shareholders.
As part of the formal business for the meeting, there are two resolutions relating to the re-election of
current directors (Mike Taitoko and me), along with one resolution for the election of Dennis Barnes,
who was appointed to the Board with effect from 1 September. Any newly appointed director is
required by our constitution to retire prior to the next ASM and stand for election by shareholders.
Directors’ fees
The other resolution relates to a proposal to increase the total annual remuneration available to your
Board of directors.
An appropriate fee structure is important to ensure that Mercury is able to attract and retain
directors with the skills and experience necessary to govern the business and achieve our strategic
objectives.
An increase to directors’ fees was last sought, and approved, at our ASM in 2015.
We have sought independent advice from PwC on where Mercury’s current directors’ fees sit relative
to comparable listed companies – businesses that have a similar scale and level of complexity to
Mercury. That advice indicates our current fee levels are well below the market median of the
comparator group. A summary of the PwC Report is included with this Notice of Meeting. We have
also consulted with various shareholder representatives, including the New Zealand Shareholders'
Association.
Having regard to the relativity of our current fee levels, and based on our consultation with
shareholder representatives, your Board considers it is appropriate to seek an increase in directors'
fees. The increase proposed to that part of the pool available for scheduled fees is based on CPI
since fees were last increased in 2015.
The detail of the proposed change is outlined in the explanatory notes in this Notice of Meeting.
The increase is proposed to take effect from 1 October 2021.
Retirement of Keith Smith
Finally, at the end of the ASM, Keith Smith will retire after 12 years as a director. Keith has served as
Chair of our Risk Assurance and Audit Committee for over 10 years. His broad experience in a range
of industries has been invaluable for Mercury. In addition, he has been instrumental in the evolution
of Mercury’s risk management framework. On behalf of the Board, I would like to thank Keith for his
significant contribution to the Board and to Mercury.
Your Board looks forward to hosting you at the virtual meeting. You can also cast a postal or proxy
vote for the meeting (either by post or online).
Yours sincerely
PRUE FLACKS // CHAIR

BUSINESS.
A. CHAIR’S WELCOME AND STRATEGIC OVERVIEW
B. CHIEF EXECUTIVE’S REPORT ON FINANCIAL AND BUSINESS PERFORMANCE

C. ORDINARY RESOLUTIONS
The following ordinary resolutions will be voted on at the meeting:
Resolution 1: Election of Dennis Barnes
That Dennis Barnes (appointed by the Board as a director with effect from 1 September 2021),
who retires and is eligible for election, be elected as a director of the company.
Resolution 2: Re-election of Prue Flacks
That Prue Flacks, who retires and is eligible for re-election, be re-elected as a director of the company.
Resolution 3: Re-election of Mike Taitoko
That Mike Taitoko, who retires and is eligible for re-election, be re-elected as a director of the company.
Resolution 4: Directors’ fees
That the total annual remuneration payable to all directors be increased by $94,400, from $991,000
to $1,085,400 with effect from 1 October 2021.

D. OTHER BUSINESS
To consider any other matter raised by a shareholder at the meeting.

By order of the Board
HOWARD THOMAS
COMPANY SECRETARY
31 August 2021

RESOLUTION 1:
ELECTION OF DENNIS BARNES AS DIRECTOR
Under the NZX Listing Rules, any person appointed as a Mercury director by the Board must retire
at our next Annual Shareholders’ Meeting. If they wish, they may seek election.
Dennis Barnes was appointed as a director by the Board with effect from 1 September 2021 and is
therefore required to retire at the 2021 Annual Shareholders’ Meeting. Dennis is eligible and is seeking
election.
Dennis is an Independent Director (as determined by the Board, applying the definition in the NZX
Listing Rules) and he stands for election with the unanimous support of the Board.
DENNIS BARNES
APPOINTED WITH EFFECT FROM 1 SEPTEMBER 2021
Dennis Barnes joins the Mercury Board with effect from 1 September 2021. He was most recently
Chief Executive of Contact Energy, a nine year role during which he led Contact Energy’s investment
in renewable energy and flexible generation (including construction of the Te Mihi geothermal power
station, the development of the Tauhara field and the introduction in 2011 of the Ahuroa gas storage
facility and Stratford peaking plant). Before this role, Dennis managed Origin Energy’s significant
portfolio of wholesale markets activities.
RESOLUTIONS 2 AND 3:
RE-ELECTION OF PRUE FLACKS AND MIKE TAITOKO AS DIRECTORS
Under the NZX Listing Rules, a Mercury director must not hold office (without re-election) past the
third Annual Shareholders’ Meeting following the director’s appointment, or 3 years, whichever is
longer. If they wish, they may seek re-election.
Prue Flacks and Mike Taitoko are retiring in 2021, and are both seeking re-election. Prue and Mike are
Independent Directors (as determined by the Board, applying the definition in the NZX Listing Rules)
and each stand for re-election with the unanimous support of the Board.
PRUE FLACKS
APPOINTED MAY 2010
Last re-elected September 2018
Prue Flacks joined the Mercury Board in May 2010 and was appointed Chair of the Board in
September 2019. Prue is a professional director with experience across a range of industries.
She was formerly a commercial lawyer and a partner in the national law firm Russell McVeagh for
20 years. Her expertise included corporate and regulatory matters, corporate finance, capital markets
and business restructuring. Prue is currently a director of Chorus and is a chartered member of the
Institute of Directors and was formerly a director of Bank of New Zealand, and Chair of Queenstown
Airport Corporation. Prue is a member of our Risk Assurance & Audit Committee and People &
Performance Committee and Chair of our Nominations Committee.
MIKE TAITOKO
APPOINTED AUGUST 2015
Last re-elected September 2018
Mike Taitoko joined the Mercury Board in August 2015. He is a leading advisor on Māori economic
development and has well-established networks in Māoridom. Mike has strong commercial skills
in the application of digital technologies and is the co-founder and CEO of Takiwā, a technology
company commercialising cloud-based geospatial analytics services. He was formerly a Director of
Auckland Tourism Events and Economic Development (ATEED). Mike is a member of our People &
Performance Committee.
EXPLANATORY NOTES.

RESOLUTION 4:
DIRECTORS’ FEES
It is proposed that the total pool of directors’ fees be increased as follows:
• the total pool of directors’ fees be increased by $94,400 from $991,000 to $1,085,400 (a 9.5%
increase) with effect from 1 October 2021;
• of this total pool, $1,045,400 will be allocated to directors’ scheduled board and committee fees
(this reflects an increase of 8.2% from $966,000);
• on an annual basis directors may determine the allocation of all or part of the balance of the total
pool, being $40,000, to compensate directors for significant additional attendances and workload
for the purposes of specific projects. This reflects an increase from $25,000.
At the conclusion of the meeting, Mercury will have eight directors in office that the updated total fee pool
will apply to.
The current and proposed fee levels are summarised in the following table. The proposed allocation
of the increase moves the ratio of Chair to Non-Executive Director fee towards a more typical 2:1,
which takes into account the greater workload of the Chair and that the Chair does not receive
additional remuneration for committee work or for special projects. The proposed allocations are
indicative as the Board retains discretion to determine how fees are allocated amongst the directors.
RoleCurrent FeeNew Fee
Board Chair$180,000$205,000
Non-Executive Director$98,000$103,000
Chair Risk Assurance & Audit
Committee
$26,000$28,000
Member Risk Assurance &
Audit Committee
$10,000$13,000
Chair People & Performance
Committee
$20,000$20,400
Member People &
Performance Committee
$8,000$10,000
Chair Nominations
Committee
$0$0
Member Nominations
Committee
$4,000$6,000
Pool for additional
attendances
Up to $25,000Up to $40,000
Total pool$991,000$1,085,400
The proposed increase in directors’ fees has the unanimous support of the Board.
The NZX Listing Rules require that remuneration of directors be authorised by an ordinary resolution.
Voting restrictions apply to this resolution.
See next page for further details.

!
IMPORTANT INFORMATION
PERSONS ENTITLED TO VOTE
Voting on all resolutions put before the meeting will be by poll. Voting entitlements for the meeting will be fixed as at 5pm
(NZ time) on Tuesday 21 September 2021. Only people registered as shareholders at that time will be able to vote at this
meeting and only on their shareholdings at that time.
HOW TO ATTEND THE MEETING
Shareholders can attend the meeting virtually through the Computershare Meeting Platform https://meetnow.global/nz.
To access the meeting, click ‘Go’ under the Mercury meeting and then click ‘Join Meeting Now’. Select ‘Shareholder’ on the
login screen and enter your CSN/Securityholder Number and post code (or country of residence if outside of New Zealand).
By using the meeting platform, you will be able to watch the meeting, vote and ask questions online using your smartphone,
tablet or desktop device. Please refer to the enclosed Virtual Meeting Guide for more information. You will need the latest
version of Chrome, Safari, Edge or Firefox to access the meeting. Please ensure your browser is compatible.
PROXIES AND CORPORATE REPRESENTATIVES
Any shareholder entitled to vote at the meeting may appoint a proxy (or representative, in the case of a corporate
shareholder) to attend and vote on their behalf. A proxy does not have to be a Mercury shareholder. You may appoint the
Chair of the meeting or any director as your proxy. The Chair of the meeting and the directors will vote in favour of resolutions
marked 'Proxy’s Discretion', even if they have an interest in the outcome of the resolution (other than in respect of resolution
4, to which voting restrictions apply).
If you have 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.
POSTAL VOTING
You can cast a postal vote instead of attending the virtual meeting or appointing a proxy to attend. Howard Thomas, the
Company Secretary, has been authorised by the Board to receive and count postal votes at the meeting.
PROXY AND POSTAL VOTING FORM
A Voting/Proxy Form is attached to this Notice of Meeting. Completed Voting/Proxy Forms must be received at
Computershare Investor Services, no later than 10am (NZ time) on Tuesday 21 September 2021.
Any Voting/Proxy Form received after that time will not be valid for the meeting. Please see the Voting/Proxy Form for more
information on how to return your proxy or postal vote.
ONLINE PROXY AND POSTAL VOTING
Proxy appointments or postal votes can be lodged online at www.investorvote.co.nz
To vote online you must enter your CSN/Securityholder number, post code/Country of Residence and the secure access
Control Number that is located on the front of your Voting/Proxy Form or advised in the email notification you received.
To cast a postal vote or appoint a proxy, select your preferred voting method and follow the prompts online.
RESOLUTIONS
Resolutions 1, 2, 3 and 4 are ordinary resolutions, meaning that they can be approved by a simple majority (more than 50%)
of the votes cast.
VOTING RESTRICTIONS
In accordance with the NZX Listing Rules, each director and all Associated Persons of each director (as that term is defined in
the NZX Listing Rules) is disqualified from casting a vote on resolution 4, other than where the vote is cast by a director or an
Associated Person of a director as proxy for a person who is entitled to vote, in accordance with express directions on the
Voting/Proxy Form to vote for or against the resolution. Any votes otherwise cast on resolution 4 by a director or an
Associated Person of a director will be disregarded by Mercury.
SHAREHOLDER QUESTIONS
Shareholders attending using the online platform will have the opportunity to ask questions during the meeting.

> MERCURY NZ LIMITED
33 BROADWAY, NEWMARKET, AUCKLAND 1023, NEW ZEALAND
PHONE +64 9 308 8200MERCURY.CO.NZ
NOTICE OF REPORT AVAILABILITY
Our Annual and Interim Reports are, or will be, available on our website www.mercury.co.nz/investors
If you would like to receive free printed copies or electronic copies of our Annual and Interim Reports,
please email ecomms@computershare.co.nz at any time.

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Lodge your postal vote or proxy
Online
www.investorvote.co.nz
By Mail
Computershare Investor Services
Private Bag 92119, Auckland 1142, New Zealand
For all enquiries contact Computershare
By Phone
+64 9 488 8777
By Email
corporateactions@computershare.co.nz
The 2021 Annual Shareholders’ Meeting of Mercury NZ Limited (Mercury) will be held online on Thursday 23 September 2021
at 10am (NZ time). For reasons associated with the COVID-19 pandemic, it will be held as a virtual meeting only through the
Computershare Meeting Platform http://meetnow.global/nz. Shareholders can attend and vote at the meeting online in
accordance with the instructions below and as set out in the Virtual Meeting Guide. If you propose not to attend the meeting,
but wish to appoint a proxy, please complete this form in accordance with the instructions below.
www.investorvote.co.nz
Lodge your proxy online, (24/7 access) by 10am (NZ time) on Tuesday 21 September 2021
Your secure access information
Control Number:
CSN/Securityholder Number:
To vote online you will need the above Control Number, your CSN/Securityholder Number
and post code or country of residence if you reside outside of New Zealand.
Smartphone?
Scan the QR code to vote now.
To be effective as a postal vote or proxy, the Voting/Proxy Form must be received by 10am (NZ time) on 21 September 2021.
> TURN OVER TO COMPLETE THE FORM TO VOTE
VOTING
You are entitled to one vote for every fully paid share you hold in Mercury at 5pm (NZ time) on Tuesday
21 September 2021. Voting at the meeting will be by way of a poll (which the Chair 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.
Because of the COVID-19 pandemic, we will be holding the meeting online (virtually)
only. We apologise for this, but due to the changing nature of Alert Level restrictions in
place across New Zealand and to the potential risks to the health of meeting attendees
we believe this is prudent.
VOTING RESTRICTIONS
In accordance with the NZX Listing Rules, each director and all Associated Persons of each director
(as that term is defined in the NZX Listing Rules) is disqualified from casting a vote on resolution 4,
other than where the vote is cast by a director or an Associated Person of a director as proxy for a
person who is entitled to vote, in accordance with express directions on this Voting/Proxy Form to vote
for or against the resolution. Any votes otherwise cast on resolution 4 by a director or an Associated
Person of a director will be disregarded by Mercury.
HOW TO VOTE
Attending the Meeting virtually
If you propose to attend the meeting, please read the enclosed Virtual Meeting Guide before the
meeting. You can participate in the meeting virtually through the Computershare Meeting Platform
https://meetnow.global/nz. To access the meeting, click ‘Go’ under the Mercury meeting and then
click ‘Join Meeting Now’. Select ‘Shareholder’ on the login screen and enter your CSN/Securityholder
Number and post code (or country of residence if outside of New Zealand). By using the meeting
platform, you will be able to watch the meeting, vote and ask questions online using your smartphone,
tablet or desktop device. Please refer to the enclosed Virtual Meeting Guide for more information. You
will need the latest version of Chrome, Safari, Edge or Firefox to access the meeting. Please ensure
your browser is compatible.
To vote by postal vote or appoint a proxy instead, please either complete the process online or return
this form. Please read the instructions below before completing this form.
Postal Vote (refer to Step 1 overleaf)
The Company Secretary has been authorised by the Board to receive and count postal votes
at the meeting.
If you return your postal vote without indicating how you wish to vote on a resolution, you’ll be
treated as not voting on that resolution.
Appointment of Proxy (refer to Steps 1 & 2 overleaf)
You may appoint a proxy (or, in the case of a corporate shareholder, a representative) to attend on your
behalf. A proxy does not need to be a Mercury 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 have 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 director as your proxy. To do this, enter ‘the Chair’ or
the director’s name in the space allocated in ‘Step 2’ of this form. The Chair of the meeting and the
directors will vote for resolutions marked ‘Proxy’s Discretion’, even if they have an interest in the
outcome of the resolution (other than in respect of resolution 4, to which voting restrictions apply).
If you have 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. As noted above, the Chair
will vote for those resolutions (other than in respect of resolution 4, to which voting restrictions apply).
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
and 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 from another joint shareholder, the vote of the shareholder
named first 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 certified copy must,
unless already provided to Mercury, accompany the Voting/Proxy Form together with a completed
certificate 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 sufficient 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.
SAMPLE ONLY

> STEP 1: VOTING INSTRUCTIONS/VOTING PAPER
Cast a postal vote, or instruct your proxy to vote, by placing a tick in the relevant box.
Tick one box only in respect of each resolution. If you are appointing a proxy and want
your proxy to decide how to vote on a resolution, please mark the box ‘Proxy’s Discretion’.
Each director stands for election and re-election with the unanimous support of the Board.
ResolutionsForAgainstAbstain
Proxy’s
Discretion
1.To elect Dennis Barnes as a director.
2.To re-elect Prue Flacks as a director.
3.To re-elect Mike Taitoko as a director.
4.To increase the total pool of directors’ fees.
> STEP 2: APPOINTMENT OF A PROXY
If you mark any of the boxes above ‘Proxy’s Discretion’, you must also appoint a proxy
(although if you have 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 virtual meeting on your behalf by filling out this
section. You can choose the Chair of the meeting or any director to be your proxy.
I/We
the above named shareholder/shareholders of Mercury NZ Limited
hereby appoint:
of
(full name of proxy) (full address) Note: Leave blank if appointing the Chair or a director as your proxy



(email) Note: Leave blank if appointing the Chair or a director as your proxy (phone number) Note: Leave blank if appointing the Chair or a director as your proxy

Or failing that person of
(full name of proxy) (full address) Note: Leave blank if appointing the Chair or a director as your proxy



(email) Note: Leave blank if appointing the Chair or a director as your proxy (phone number) Note: Leave blank if appointing the Chair or a director as your proxy

as my/our proxy to vote for me/us on my/our behalf as directed above and on any
other matter to be put to the Annual Shareholders’ Meeting of Mercury to be held online
on Thursday 23 September 2021, 10am and at any adjournment or postponement of
this meeting.
If your proxy is not the Chair or a director and you do not provide contact details
for your proxy, we cannot guarantee that your proxy will be virtually admitted
to the meeting.



> SIGNATURE OF SHAREHOLDER(S) THIS SECTION MUST BE COMPLETED
Shareholder 1 Shareholder 2 Shareholder 3

Shareholders can still join the Annual Shareholders’
Meeting online, even if they have appointed a proxy,
although they will be unable to vote if a proxy has
been appointed.
Contact Name
Daytime Phone
Date

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Mercury NZ Limited
Non-executive directors’ fees benchmarking
Summary
10 June 2021

10 June 2021
PwC
Prue Flacks
Board Chair
Mercury NZ Limited
Auckland
cc Howard Thomas
Dear Prue
Non-executive directors’ fees benchmarking summary report for Mercury NZ Limited
We are pleased to provide our market benchmarking summary report for directors’ fees at Mercury NZ Limited
(Mercury). Market data has been sourced from publicly available information. The comparator group is as listed in the
Appendix to the summary.
Thank you for the opportunity to assist Mercury with this exercise.
Yourssincerely
Chris Place
Partner
Mercury NZ Limited
Chris Place
Partner
M:021 221 6187
chris.g.place@pwc.com
PricewaterhouseCoopers
15 Customs Street West
Auckland
New Zealand
T:+64 (0) 09 355 8000
© 2021 PricewaterhouseCoopers New Zealand. All rights reserved. ‘PwC’ and ‘PricewaterhouseCoopers’ refer to the New Zealand member
firm, and may sometimes refer to the PwC network. Each member firm is a separate legal entity. Please see www.pwc.com/structurefor further
details. This report is protected under the copyright laws of New Zealand and other countries as an unpublished work. This report contains
information that is proprietary and confidential to PricewaterhouseCoopers and shall not be disclosed outside the recipient'scompany or
duplicated, used or disclosed in whole or in part by the recipient for any purpose other than to evaluate this report. The contents of this report
should not be treated as advice, and no responsibility is taken for acting on information contained in the document. Any other use or disclosure
in whole or in part of this information without the express written permission of PricewaterhouseCoopers is prohibited.
2

10 June 2021
PwC
Contents
3
Mercury NZ Limited
1.Independence declaration4
2. Summary5
Appendix 1 –Comparator group8

10 June 2021
PwC
1. Independence declaration
PwC’s Reward Services team has been engaged by Mercury’s Board of Directors (the Board) to provide independent remuneration benchmarking services
in relation to Mercury’s Directors’ fees (the Services).
As lead engagement Partner for the provision of the Services to the Board, I declare that no influence has been brought to bear upon me or, to the best of
my knowledge and belief, any member of the PwC Reward Services team, by any Board member, employee or executive of Mercury orany other party
regarding the Services or outcomes of the Services.
Dated: 10 June 2021
Chris Place
Partner
PricewaterhouseCoopers
4
1 Independence declaration
Mercury NZ Limited

10 June 2021
PwC
2. Summary
5
2 Summary
The table provided below summarises market remuneration data for directors’ fees from a comparator group of 15 New Zealand companies (primarily NZX-
listeds), selected by the Mercury Board for the purposes of this exercise.
The basis for the comparator group composition was comparable market capitalisation, together with inclusion of relevant industry comparators. Median market
capitalisation across the sample is $5,867 million, compared to Mercury’s market capitalisation of $9,284 million. Details of the comparator group are provided in
Appendix 1. Comments are provided on the following page.
Mercury NZ Limited
Executive summary table:
1
Analysis of all 15 companies in the sample. The majority of Chair roles receive no committee fees, with the base fee recompensing all Board contribution/roles held.
2
Analysis of base NED fees for all 15 companies in the comparator group.
3
Analysis of each of the 13 companies that had this role/paid additional remuneration to this role.
4
Analysis of each of the 10 companies that had this role/paid additional remuneration to this role. Some companies combined this committee portfolio e.g. People & Remuneration Committee,
Remuneration & Nomination Committee etc. Analysis above is of the committee fee portion only.
5
Analysis of each of the 11 companies that had this role/paid additional remuneration to this role.
6
Analysis of each of the 10 companies that had this role/paid additional remuneration to this role.
7
Analysis of each of the 14 companies where a pool fee is set/disclosed.
8
Analysis for the 15 companies which disclosed actual fees paid. NB this is the only data where temporary reductions to fees due to impacts resulting from COVID-19 may feature in our analysis.
Policy fees (on which the majority of the analysis is based), do not reflect/capture these temporary discounts.
Data is current to the end of May and has been sourced from publicly available information, including annual reports and NZX disclosures.

10 June 2021
PwC
2. Summary(continued)
6
2 Summary
As a comment in relation to Mercury’s relativity to the peer group, we note that three comparators in the peer group are larger and twelve are smaller than
Mercury by market capitalisation. While ideally a peer group should be made up of a relatively evenly weighted mix of companies both larger and smaller than
the subject company (to avoid distorting the data toward either larger or smaller companies), due to Mercury’s scale relativetoother companies on the NZX, this
is not achievable.
The Mercury peer group is accordingly heavily weighted to smaller companies than Mercury by market capitalisation and gross assets, and for total revenue,
eight of the companies are smaller than Mercury and seven are larger. Market capitalisation in our experience is the metric which mostclosely correlates to NED
fees. Mercury’s relative scale is therefore one of the factors the Board should take into account when assessing the market dataprovided.
A further factor for the Mercury Board to consider in assessing comparable market NED fee data in the context of the New Zealandmarket, is that any peer
group which includes Genesis, Meridian and Port of Tauranga includes three companies (effectively 20% of a peer group of 15) that, for various historic reasons,
have depressed NED fee data relative to comparable companies in the general listed company market. This inevitably has an impacton the market data
outcomes. The table below summarises the impact on the median for Chair, Non-executive Director and Total Fee Pool in percentageterms if these three
companies were to be removed from the sample. In summary the median would increase across all three data points as shown, in a range of 2.2% to 8.0%.
*For clarity, all of the data throughout the report is based on the full comparator group of 15 i.e. including Genesis, Meridianand Port of Tauranga.
The table above demonstrates (for those observations where all/most of the 15 companies reported data), the increase to the median dataifthe analysis did notinclude these
three companies’ data.
Where the Board chooses to position its fees against the market data will depend on the Board’s view of the above factors, the overall relevance of
the comparator group and specifically Mercury’s perceived relative complexity of operations, scale, ranking (by scale) and risk profile as compared
with the comparator companies.
Mercury NZ Limited
Percentage increase to median of the market data
if Genesis, Meridian and PoTwere to be removed from the sample
Chair NEDPool fee
+2.2%+6.7%+8.0%

10 June 2021
Appendix
7
Appendix
Appendix 1Comparator Group8

10 June 2021
PwC
8
Appendix 1 –Comparator Group
Source: Market capitalisation data: www.nzx.comApril 2021, revenue and total assets data was taken from the latest annual reports
Mercury NZ Limited
Organisation name
Market
Capitalisation
($ millions) -
29/04/2021
Company total
revenue
($ millions)
Company total
gross assets
$ millions)
Fisher & Paykel Healthcare Corporation Limited (NZSE:FPH)20,7401,2641,435
Meridian Energy Limited (NZSE:MEL)13,8633,4059,623
Auckland International Airport Limited (NZSE:AIA)10,9855679,297
Spark New Zealand Limited (NZSE:SPK)8,2803,6234,347
Fonterra7,48620,97517,916
Mainfreight Limited (NZSE:MFT)7,1193,0952,305
Ryman Healthcare Limited (NZSE:RYM)6,9854247,677
Contact Energy Limited (NZSE:CEN)5,8672,0734,896
Fletcher Building Limited (NZSE:FBU)5,8607,3098,778
The a2 Milk Company Limited (NZSE:ATM)5,6421,7311,453
Infratil Limited (NZSE:IFT)5,1001,3697,585
Port of Tauranga Limited (NZSE:POT)4,9793021,817
Vector Limited (NZSE:VCT)4,1201,2946,381
Genesis Energy Limited (NZSE:GNE)3,5582,5924,582
Chorus Limited (NZSE:CNU)3,0579605,642
Mercury NZ Limited (NZSE:MCY)9,2841,7686,885

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