NOTICE OF MEETING 2021

Notice of 2021
Annual Meeting
PLEASE READ
Notice is given that the 2021 Annual Meeting of Vector
Limited will be held as a virtual meeting on Wednesday
29 September 2021, commencing at 2.00pm
VECTOR LIMITED

A. Ordinary Business
Chair’s and Group Chief Executive’s Reports
Reports from the Chair and the Group Chief Executive
on the financial year ended 30 June 2021, including
consideration of the financial statements and the audit
report. (See Explanatory Note 1, on page 3.)
Election and Re-election of Directors
The Board has appointed Anne Urlwin as a director with
effect from 1 September 2021. In accordance with NZX
Listing Rule 2.7.1, Anne will retire and, being eligible, offers
herself for election. The meeting will be asked to consider
by ordinary resolution:
1. To elect Anne Urlwin as a Director of the Company.
Michael Buczkowski will retire from the Board on
29 September and is not standing for re-election. For
continuity purposes, Bruce Turner and Tony Carter retire
in advance of NZX Listing Rule rotation requirements and,
being eligible, offer themselves for reelection. The meeting
will therefore be asked to consider by separate ordinary
resolutions:
2. To re-elect Bruce Turner as a Director of the Company.
3. To re-elect Tony Carter as a Director of the Company.
(See Explanatory Note 2, on page 3.)
Biographies of Anne Urlwin, Bruce Turner and Tony Carter
are set out on page 4.
Appointment and Remuneration of Auditor
The meeting will be asked to consider by
ordinary resolution:
4. To record the automatic reappointment of the Auditor,
KPMG, and to authorise the directors to fix the
remuneration of the Auditor for the ensuing year.
(See Explanatory Note 3, on page 3.)
B. General Business
To consider such other business as may properly be raised
at the meeting.
By Order of the Board
John Rodger
Company Secretary
31 August 2021
Agenda
Notice of 2021
Annual Meeting
The 2021 Annual Meeting of Vector Limited will be held
online virtually through the Computershare Meeting Services
web platform https://meetnow.global/nz on Wednesday
29 September 2021, commencing at 2.00pm.
1

Procedural Notes
Due to the global COVID-19 pandemic, the company has
made the decision to hold a virtual Annual Meeting. All
shareholders will have the opportunity to attend and
participate in the 2021 Annual Meeting online through the
Computershare Meeting Services web platform.
By using the web platform, you will be able to watch the
Annual Meeting and vote and ask questions online using
your smartphone, tablet or desktop device. Please refer to
the enclosed Virtual Meeting Guide for more information.
Ordinary Resolutions:
Ordinary resolutions are required to be approved by
a simple majority of more than 50% of votes validly cast
at the Annual Meeting.
Shareholders Entitled to Attend and Vote:
Under section 125 of the Companies Act 1993, the Board
has determined that, for the purposes of voting at the
Annual Meeting, only those registered shareholders of
the Company as at 5.00pm on Friday 24 September 2021,
being a day not more than 20 working days before the
meeting, shall be entitled to exercise the right to vote at
the meeting.
Proxies:
Any shareholder entitled to attend and vote at the
meeting may appoint a proxy (or representative in the
case of a corporate shareholder) to attend and vote
on behalf of the shareholder. A proxy need not be a
shareholder of the Company. You may appoint the “Chair
of the Meeting” as your proxy if you wish. If, in appointing
a proxy, you have inadvertently not named 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. A proxy form
accompanies this Notice of Meeting.
Proxy forms must be received at the office of the
Company’s share registry, Computershare Investor
Services Limited, Level 2, 159 Hurstmere Road, Takapuna,
Auckland, New Zealand (Private Bag 92119, Auckland 1142),
or at the Company’s registered office, Level 4, 101 Carlton
Gore Road, Newmarket, Auckland 1023, by 2.00pm on
Monday 27 September 2021. Alternatively, you can appoint
a proxy online at www.investorvote.co.nz. Online proxy
appointments must be received by 2.00pm on Monday
27 September 2021. Please see your proxy form for further
details. The chair intends to vote all discretionary proxies
given to him in favour of resolutions 1 to 4.
Virtual Meeting:
Following the success of last year’s online only meeting
and due to the uncertainty of alert level changes, the
Company has made the decision to again hold a virtual
Annual Meeting. All shareholders will have the opportunity
to attend and participate in the 2021 Annual Meeting
online virtually through the Computershare Meeting
Services web platform https://meetnow.global/nz (using a
computer, laptop, tablet or smartphone).
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 to be put to shareholders and
submit questions, by using their own computers or mobile
devices. Shareholders will still be able to appoint a proxy
to vote for them as they otherwise would, by following
the instructions on the proxy form and this Notice of
Annual Meeting. Details of how to participate ‘virtually’
are provided in the accompanying Virtual Meeting Guide,
with instructions for accessing the virtual meeting.
2

Explanatory Notes
A. Ordinary Business
Explanatory Note 1 –
Chair’s and Group Chief Executive’s Reports
The Chair and the Group Chief Executive will each give
a presentation on the financial year ended 30 June 2021.
Events occurring after 30 June 2021 will also be discussed.
Explanatory Note 2 –
Election and Re-election of Directors
The NZX Listing Rules require that directors appointed by
the Board retire at the next annual meeting but shall be
eligible for election at that meeting. Recently, the Board
appointed Anne Urlwin as a director of the Company. She
retires at this Annual Meeting, but, being eligible, offers
herself for election.
The NZX Listing Rules also requires that directors must
not hold office (without re-election) past the third annual
meeting following the director’s appointment or 3 years,
whichever is longer.
Michael Buczkowski is subject to rotation under the
NZX Listing Rules and he retires by rotation at this
Annual Meeting. Michael Buczkowski is not standing for
re-election.
Bruce Turner and Tony Carter are not subject to rotation
under the NZX Listing Rules this year, but to avoid the
situation of all but one of the directors having to retire
next year, they retire this year, and being eligible, offer
themselves for re-election.
The Board has determined that Anne Urlwin, Bruce Turner
and Tony Carter are Independent Directors (as defined
by the NZX Listing Rules). Biographical details for the
directors proposed to be elected or re-elected by rotation
are set out on page 4.
Explanatory Note 3 –
Appointment and Remuneration of Auditor
Section 207T of the Companies Act 1993 provides that a
company’s auditor is automatically reappointed unless
there is a resolution or other reason for the auditor not to
be reappointed. The Company wishes KPMG to continue
as the Company’s auditor, and KPMG has indicated its
willingness to do so.
Section 207S of the Companies Act 1993 provides that the
fees and expenses of KPMG as auditor are to be fixed by
the Company at the Annual Meeting or in such a manner
as the Company determines at the Annual Meeting. The
Board proposes that, consistent with past practice, the
auditor’s fees should be fixed by the directors.
3

Biographies
Biographical details for the directors are set out below.
ANNE URLWIN
BCom, FCA, CFInstD, MAICD, ACIS, FNZIM
Anne is a professional director with experience in a
diverse range of sectors including construction, health,
infrastructure, telecommunications, renewable energy,
regulation and financial services.
Her current governance roles include directorships of
Precinct Properties New Zealand, Summerset Group
Holdings, Queenstown Airport Corporation and City Rail
Link.
Anne is a former director of Tilt Renewables, Chorus,
and Meridian Energy, and a former Chair of national
commercial construction group Naylor Love Enterprises
and the New Zealand Blood Service.
Anne is a Chartered Accountant with experience in
senior finance management roles in addition to her
governance roles.
TONY CARTER
BE (Hons), ME, MPhil
Tony Carter was Managing Director of Foodstuffs New
Zealand Ltd for 10 years until he retired in 2010. Tony is
currently Chair of Datacom Ltd, My Food Bag Group
Ltd and TR Group Ltd. He was previously Chair of Air
New Zealand Ltd until 2019, Chair of Fisher & Paykel
Healthcare Limited until August 2020 and a director of
ANZ Bank New Zealand Ltd until August 2021. He was
made a Companion of the New Zealand Order of Merit
in 2020.
BRUCE TURNER
BE (Hons), ME, BCom
Bruce Turner is a highly experienced senior executive
with deep experience across the dairy and energy
sectors, both in New Zealand and internationally.
Working in the energy industry for more than 30 years,
Bruce was extensively involved in the development of
the energy industry in New Zealand, Singapore and
Europe as a member of the dispatch rules working
group, the NZEM Rules Committee, the MARIA
governance board and the development of industry
common quality standards. He was a member of the
Electricity Authority’s Security and Reliability Council
and heavily involved in sector reforms. As well as the
Vector board, Bruce’s governance experience includes
joint venture boards for both Mercury and Fonterra.
Bruce is an advisory board member at the University
of Colorado’s JP Morgan Center for Commodities, and
was a member of the AUT Business School Industry
Advisory Board (retired by rotation).
4

Virtual Meeting Guide
How to participate in Vector’s
virtual meeting
Attending the meeting online
Our online meeting provides you the opportunity
to participate online using your smartphone, tablet
or computer.
If you choose to attend online you will be able to view a live
webcast of the meeting, ask questions and submit your
votes in real time.
You will need the latest version of Chrome, Safari, Edge
or Firefox. Please ensure your browser is compatible.
VISIT: https://meetnow.global/nz
Access
Access the online meeting at
https://meetnow.global/nz, and select the required
meeting. Click ‘JOIN MEETING NOW’.
If you are a shareholder:
Select ‘Shareholder’ on the login screen and enter your
CSN/Holder Number and Post Code. If you are outside
New Zealand, simply select your country from the drop
down box instead of the post code. Accept the Terms and
Conditions and click Continue.
If you are a guest:
Select Guest on the login screen. As a guest, you will be
prompted to complete all the relevant fields including title,
first name, last name and email address.
Please note, guests will not be able to ask questions or vote
at the meeting.
If you are a proxy holder:
You will receive an email invitation the day before the
meeting to access the online meeting. Click on the link in
the invitation to access the meeting.
Contact
If you have any issues accessing the website please call
+64 9 488 8700.
Navigation
When successfully authenticated, the home screen will be
displayed. You can watch the webcast, vote, ask questions,
and view meeting materials in the documents folder. The
image highlighted blue indicates the page you have active.
The webcast will appear and begin automatically once the
meeting has started.
Voting
Resolutions will be put forward once voting is declared
open by the Chair. Once the voting has opened, the
resolution and voting options will appear.
To vote, simply select your voting direction from the
options shown on screen. You can vote for all resolutions at
once or by each resolution.
Your vote has been cast when the green tick appears. To
change your vote, select ‘Change Your Vote’.
Q&A
Any eligible shareholder/proxy attending the meeting
remotely is eligible to ask a question.
Select the Q&A tab and type your question into the box at
the bottom of the screen and press ‘Send’.
5

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Lodge your proxy
Online
www.investorvote.co.nz
By Email
corporateactions@computershare.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
GO ONLINE TO LODGE YOUR PROXY OR TURN OVER TO COMPLETE THE FORM
PROXY/VOTING FORM

www.investorvote.co.nz
Lodge your proxy online, 24 hours a day, 7 days a week:
Your secure access information
Control Number:
CSN/Securityholder Number:
PLEASE NOTE: You will need your CSN/Securityholder Number and post code to securely access InvestorVote and
then follow the prompts to appoint your proxy and provide voting instructions online.
VIRTUAL MEETING: Due to the global COVID-19 pandemic, the company will again hold its Annual Meeting
virtually. All Shareholders will have the opportunity to attend and participate online via an internet connection
(using a computer, laptop, tablet or smartphone). The virtual meeting will be accessible on both desktop and
mobile devices. Please refer to the Virtual Meeting Guide that accompanies this Proxy/Voting Form.
Smartphone?
Scan the QR code
to vote now.
FOR YOUR PROXY APPOINTMENT TO BE
EFFECTIVE IT MUST BE RECEIVED BY
2.00PM ON MONDAY 27 SEPTEMBER 2021
HOW TO VOTE ON ITEMS OF BUSINESS
All your securities will be voted in accordance with your directions.
APPOINTMENT OF PROXY
1. All registered shareholders as at 5.00pm on Friday 24 September 2021
are entitled to attend and vote at the Meeting or to appoint a proxy or
a representative (in the case of a corporate shareholder) to attend and
vote on their behalf:
(a) a proxy need not be a shareholder of Vector Limited
(the “Company”);
(b) if you wish, you may appoint the “Chair of the Meeting”
as your proxy;
(c) if the shares are held jointly, the appointment of the proxy
is on behalf of each joint holder;
(d) the person signing this form represents and warrants it is
duly authorised to do so.
2. If the shares are held jointly, the voting instructions given are
on behalf of each joint holder.
3. The Chair of the Meeting at the Annual Meeting is normally the Chair
of the Vector Board, or, in his absence, another director of Vector. If a
shareholder wishes to appoint the Chair of the Meeting as their proxy
and direct how their proxy is to vote, the shareholder should tick the
“for” or “against” or “abstain” box in respect of the relevant resolution.
If a shareholder leaves the “for” and “against” and “abstain” boxes for
any resolution blank, the Chair of the Meeting who has been
appointed as the shareholder’s proxy will be able to exercise the
shareholder’s vote on that resolution at their discretion.
4. If a shareholder appoints any director of Vector as their proxy, and
does not direct the director appointed as proxy how to vote, their vote
will be exercisable by that director at that director’s discretion.
5. If, in appointing a proxy, you have inadvertently not named someone
to be your proxy (either online or on this 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.
ELECTRONIC VOTING
You can appoint a proxy to cast your vote electronically by accessing
InvestorVote (www.investorvote.co.nz) in accordance with the above
instructions. Use this option if you will NOT be attending the Meeting
and wish to lodge your proxy electronically. Do not return this form if
you have lodged your proxy using InvestorVote.
VIRTUAL MEETING
The virtual meeting will be accessible on both desktop and mobile devices.
Please refer to the Virtual Meeting Guide that accompanies this Proxy/Voting
Form. If you appoint a proxy to cast your vote, you are still able to attend the
meeting virtually (although you will not be able to cast your votes held by
your proxy).
INSTRUCTIONS FOR POSTAL PROXY FORMS
INDIVIDUAL
Where the holding is in one name, the shareholder must sign.
JOINT HOLDING
At least one joint shareholder should sign this form (on behalf of all
joint shareholders). In the case of joint shareholders, if the shareholders
appoint different voting proxies, the vote of the proxy appointed by the f irst
named shareholder will be counted.
POWER OF ATTORNEY
Where the form of proxy is signed by an attorney, the Power of Attorney
under which it is signed if not previously produced to the Company,
must accompany the proxy form.
COMPANIES
A proxy granted by a company must be signed by a duly authorised off icer
or attorney.
CORPORATE REPRESENTATIVE
If a representative of a corporate security holder or proxy is to attend
the meeting you will need to provide the appropriate “Certif icate
of Appointment of Corporate Representative” prior to admission.
MAILING
If mailing the proxy form within New Zealand, please use the Business Reply
Paid envelope enclosed; seal and mail. No postage is required. If mailing the
proxy form f rom outside New Zealand, you must aff ix the necessary postage
f rom the country of mailing.

Proxy form
STEP 1 APPOINT A PROXY TO VOTE ON YOUR BEHALF
I/WE
being a shareholder/shareholders of Vector Limited appoint:
of
(full name of proxy) (full address)
or failing him/her: of
(full name of proxy) (full address)
As my/our proxy to vote for me/us on my/our behalf at the Annual Meeting of Vector Limited to be held virtually on Wednesday 29 September 2021 at
2.00pm and at any adjournment thereof; and to vote any resolution, on any resolution so amended and on any other resolution proposed. No
amendments to resolutions proposed or resolutions f rom the floor will be accepted.
If your proxy is not the Chair of the Meeting or any 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 admission to the meeting for your proxy.
STEP 2 ITEMS OF BUSINESS – VOTING INSTRUCTIONS/BALLOT PAPER (A poll will be called on all resolutions)
Instruct your proxy to vote by placing an “X” in the relevant box. If you want him or her to decide how to vote on the resolutions, please mark the box
“Proxy Discretion”. Please note that if you mark the “Abstain” box for an item, you are directing your proxy not to vote on your behalf on the poll and your
votes will not be counted in counting the required majority. The Chair intends to vote all discretionary proxies in favour of resolutions 1 to 4.
ORDINARY BUSINESSFORAGAINSTABSTAIN
PROXY
DISCRETION
Election and Re-election of Directors
1.
To elect Anne Urlwin as a Director of the Company.
2.
To re-elect Bruce Turner as a Director of the Company.
3.
To re-elect Tony Carter as a Director of the Company.
Appointment and Remuneration of Auditor
4.
To record the automatic reappointment of the Auditor, KPMG, and to authorize the
directors to f ix the remuneration of the Auditor for the ensuring year.
(Please refer to the Notice of Meeting for details of the resolution.)
SIGN SIGNATURE OF SHAREHOLDER(S) This section must be completed.
Shareholder 1Shareholder 2 (if applicable)Shareholder 3 (if applicable)
Individual/Director/authorised signatory/attorney Individual/Director/authorised signatory/attorney Individual/Director/authorised signatory/attorney
Contact Name
Contact Daytime Telephone Date
Shareholders can still attend the meeting electronically, even if they have appointed a proxy (although they will not be
able to vote if a proxy has been appointed).