Notice of Annual Shareholder Meeting

Meridian Energy Limited.
Notice of Annual Shareholder Meeting.
Change
needs
energy.

The Annual Shareholder Meeting
(ASM) of Meridian Energy Limited
(NZBN 938552) (ABN 151 800 396) will
be held virtually via Computershare’s
Meeting Platform on
Wednesday 6 October 2021,
commencing at 10:00am.
Due to current uncertainties relating to restrictions
associated with COVID-19 and the safety of our team
and shareholders, the Board has made the decision
to hold a virtual meeting only using Computershare’s
Meeting Platform.
Important dates and times
All times are in New Zealand time.
Vote-eligibility date for voting entitlements
for the Annual Shareholder Meeting:
1 October 2021, 5:00pm.
Latest time for receipt of
postal votes and proxy forms:
4 October 2021, 10:00am.
ASM:
6 October 2021, 10:00am.

1
MERIDIAN ENERGY LIMITED
NOTICE OF ANNUAL SHAREHOLDER MEETING
All shareholders will have the
opportunity to attend and
participate in the 2021 ASM
virtually (using computers, laptops,
tablets or smartphones). In order to
participate virtually you will need
to visit Computershare’s Meeting
Platform meetnow.global/nz.
To access the meeting, click
‘Go’ under the Meridian Energy
Limited meeting, then click
‘JOIN MEETING NOW’. By using
the meeting platform you will
be able to watch the meeting,
vote and ask questions online
using computer, laptop, tablet or
smartphone. 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.
Virtual
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.
Audio will stream through the
selected devices, so shareholders
will need to ensure they have
the volume control on their
headphones or devices turned
up. Shareholders will be able to
view the presentations, vote on
the resolutions and ask questions
by using their own computer,
laptop, tablet or smartphone.
Shareholders will still be able to
cast postal votes or appoint
proxies to vote for them as they
other-wise would, by following
the instructions on the proxy
form and in this Notice of
Annual Shareholder Meeting.
Please note that not all questions
may be able to be answered
during the meeting. Further
details of how to participate
virtually are provided in the
accompanying Virtual Meeting
Guide, with instructions for
accessing the virtual meeting.
Shareholders are encouraged to
review this prior to the ASM.
Shareholders will require their
CSN/Securityholder Numbers,
which can be found in their email
broadcasts and on their proxy
forms for verification purposes.

MERIDIAN ENERGY LIMITED
NOTICE OF ANNUAL SHAREHOLDER MEETING
2
Business
A. Chair’s address
B. Chief Executive’s review
C. Shareholder questions
D. Ordinary business
To consider and, if thought
appropriate, pass the following
Ordinary Resolution:
Resolution 1:
Re-election of Mark Cairns:
That Mark Cairns, who retires
by rotation and is eligible for
re-election, be re-elected as
a Director of the Company.
Resolution 2:
Election of Tania Simpson:
That Tania Simpson (appointed
as a Director of the Company
by the Board with effect from
24 August 2021), who retires and
is eligible for election, be elected
as a Director of the Company.
Resolution 3:
Directors’ fees:
That the total annual director
fee pool be increased by $99,000
(9%) from $1,100,000 to 1,199,000,
with the first annual increase to
be backdated to take effect from
1 July 2021.
For further detail, see the
Explanatory Note.
Jason Woolley
Company Secretary
7 September 2021

3
MERIDIAN ENERGY LIMITED
NOTICE OF ANNUAL SHAREHOLDER MEETING
The NZX Listing Rules (Listing Rules)
require that a Director must not
hold office (without re-election)
past the third annual meeting
following his or her appointment
or three years, whichever is longer.
Accordingly, Mark Cairns retires
and offers himself for re-election
by shareholders at this ASM.
The Board has determined, in
its view, that Mark Cairns is an
Independent Director (as defined
in the Listing Rules).
Explanatory
note
Resolution 1
Re-election of Mark Cairns
MARK CAIRNS
BE (Hons), BBS, MMGT, FIPENZ
Mark Cairns joined the Meridian
Board in July 2012. He is currently
Chair of Meridian’s Safety &
Sustainability Committee.
Mark has extensive experience in
infrastructure, port operations and
logistics and holds director roles in
Sanford Limited and Freightways
Limited. He is the intended chair
of the 2degrees board if its IPO
proceeds and was the former
Chief Executive of NZX-listed Port
of Tauranga Limited for over 15
years and former Chief Executive
of C3 Limited (formerly Toll Owens
Limited) for five years, following his
role as General Manager (Central)
at Fulton Hogan Limited.
Mark has previously been the
Chair of Quality Marshalling
(Mount Maunganui) Limited and
held director roles in Coda Group
Limited, Northport Limited, Port
of Tauranga Trustee Company
Limited, PrimePort Timaru
Limited, C3 Limited and
Tapper Transport Limited.
Mark brings to the Meridian Board
extensive listed issuer experience,
strong commercial acumen and
a consistent track record in the
successful delivery of large-scale
infrastructure projects.
The Board (other than Mark Cairns)
unanimously recommends that
shareholders vote in favour of
the re-election of Mark Cairns
as a Director.

4
MERIDIAN ENERGY LIMITED
NOTICE OF ANNUAL SHAREHOLDER MEETING
Tania Simpson has been
appointed as a Director of the
Company by the Board with
effect from 24 August 2021.
Under the Listing Rules and
the Company’s constitution,
any director appointed by the
Board must not hold office
(without re-election) past the
next annual meeting following
the Director’s appointment.
Accordingly, Tania Simpson
retires and offers herself for
election at this ASM.
The Board has determined, in
its view, that Tania Simpson is
an Independent Director (as
defined in the Listing Rules).
Resolution 2
Election of Tania Simpson
TANIA SIMPSON
BE (Hons), BBS, MMGT, FIPENZ
Tania joined the Meridian Board
in August 2021. She is currently a
director at Tainui Group Holdings
Limited and Auckland International
Airport Limited, is the Chair of the
Sustainable Seas National Science
Challenge and is a member of
the Deep South National Science
Challenge. Tania is also a member
of the Waitangi Tribunal and
Deputy Chair of the Waitangi
National Trust.
Tania has extensive experience
in corporate governance, policy
development and business, having
served as a director of Mighty
River Power Limited for 13 years
from 2001. She also holds the
distinction of being the first Māori
director on the Reserve Bank of
New Zealand Board, where she
is currently the Deputy Chair.
The Board (other than Tania
Simpson) unanimously
recommends that shareholders
vote in favour of the election of
Tania Simpson as a Director.
The Board also confirms that
Director nominations closed on
6 August 2021 and no other director
nominations were received.

5
MERIDIAN ENERGY LIMITED
NOTICE OF ANNUAL SHAREHOLDER MEETING
It is proposed that the total annual
director fee pool be increased by
$99,000 (9%) from $1,100,000 to
$1,199,000, with the first annual
increase backdated to take effect
from 1 July 2021.
Meridian’s Board has given
careful thought to the proposal
to increase director fees, which
have not increased since
2016. In the past year director
remuneration has decreased
to ensure total fees stay within
the director fee pool approved
in 2016, whilst the total number
of directors on the Board has
increased and directors have also
served on additional committees.
As Meridian is one of New Zealand’s
largest listed companies with a
significant and engaged investor
base, it is important that it attract
and retain directors with the skills
and diversity of thinking to govern
the business with the objective
of creating shareholder value. In
addition, the Board has had regard
to the actual and likely number
of hours spent by the Board in
preparation for and attendance
at meetings and the complexity
of the work being considered at
those meetings.
The Board sought and considered
independent advice from PwC,
which has conducted a review
of remuneration for comparable
companies in New Zealand. A
copy of the Summary Directors’
Resolution 3
Directors’ fees
Fees Report is available in the
shareholder meetings section
at www.meridianenergy.co.nz/
investors.
The report does not make
any recommendation, but
concludes that:
• in relation to Chair fees,
non-executive director base
fees and committee chair
and committee member fees,
the current fees for Meridian
directors are significantly below
the median of the peer group
market data at all levels, with the
committee chair and member
fees the least competitive,
ranging from 56% to 68% of
the market median levels; and
• the proposed fees for 2021–2022
(the proposed aggregate pool
increase) would still remain
below the median of the peer
group, with the total annual
director fee pool at 89% of
the market median.
The peer group used in PwC’s
benchmarking process included
15 New Zealand companies
(primarily NZX-listed companies)
with comparable market
capitalisation, including relevant
industry comparators.
Having reviewed and considered
the results of the PwC bench-
marking exercise, and after
consultation with a number of
shareholder representatives,
Meridian’s Board unanimously
recommends that shareholders
vote in favour of the proposed fee
increase effective from 1 July 2021.
Table 1: Total pool
CurrentProposed
Total pool$1,100,000$1,199,000
Table 2: Individual breakdown of increased fees
CurrentProposed
Chair*$196,500$212,000
Deputy Chair$137,550N/A
Director$108,075 (x6)$116,750 (x7)
Audit & Risk Committee Chair$22,106$25,000
Audit & Risk Committee Member$9,825 (x3)$10,500 (x3)
Safety & Sustainability Committee Chair$14,738$21,000
Safety & Sustainability Committee Member$9,039 (x3)$9,500 (x3)
People & Remuneration Committee Chair$14,738$21,000
People & Remuneration Committee Member*$ 8,941 (x1)$9,500 (x 2)
Total$1,099,615$1,175,250
Unallocated (against the Total Pool)$385$23,750
Table 2 shows the manner in which the Board currently intends to allocate
the Total Pool of directors’ fees if the resolution is approved by shareholders.
* Note the Chair does not receive committee fees.

6
MERIDIAN ENERGY LIMITED
NOTICE OF ANNUAL SHAREHOLDER MEETING
The Board has determined
that as at the close of trading
on 1 October 2021, registered
shareholders at that time are
entitled to attend and vote at
the ASM.
All resolutions are ordinary
resolutions and will be passed
by a simple majority of more
than 50% of the votes of those
shareholders entitled to vote
and voting on the resolutions.
On behalf of the Board, the
Company’s share registrar,
Computershare Investor Services
Limited, is authorised to receive and
count postal votes at the meeting.
Results of the voting will be
available after the conclusion of
the meeting, and will be notified
to the NZX and ASX.
In accordance with the NZX Listing
Rules, the Company will disregard
any votes cast on resolution 3 by
each director and their associates,
other than where the vote is cast
by a director or their associates 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.
Procedural
notes
VotingVoting
restrictions
Casting
your vote
You may cast your vote in one of
the three ways described below.
You may abstain from voting on
the resolutions.
a) Attending the meeting:
Shareholders will not be able to
attend the meeting in person.
Attendance will only be via the
Computershare Meeting Platform
at https://meetnow.global/nz
b) Casting a postal vote:
A shareholder may cast a postal
vote on the matter to be voted
on at the ASM by voting FOR
or AGAINST or ABSTAIN. Lodge
your postal vote online at
www.investorvote.co.nz, or
complete step 1 of the proxy/voting
form, sign where indicated and
return it to Computershare in the
reply-paid envelope provided.
c) 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
of the proxy/voting form, sign
where indicated and return it
to Computershare in the reply-
paid envelope provided.

7
MERIDIAN ENERGY LIMITED
NOTICE OF ANNUAL SHAREHOLDER MEETING
Note:
The proxy holder does not
need to be a shareholder of
the Company. If you appoint
a Director as your proxy, any
undirected proxies granted
to the Director will be voted
in favour of the relevant
resolutions, except that a
Director standing for election
or re-election will abstain
from voting via discretionary
proxies in respect of their
own appointment. A body
corporate that 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 other-
wise 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.
If your proxy is not the Chair
of the meeting or a Director
and they intend to join the
meeting remotely, please
ensure that you provide their
contact details in the space
provided on the proxy form.

8
MERIDIAN ENERGY LIMITED
NOTICE OF ANNUAL SHAREHOLDER MEETING
Shareholders attending the
meeting virtually will be given the
opportunity to raise questions.
Shareholders may also submit
written questions. The main
themes will be aggregated and
responded to at the ASM. Written
questions should be sent by
post to the Company Secretary,
Meridian Energy Limited, PO Box
10840, Wellington 6143 or by
email to companysecretary@
meridianenergy.co.nz
Meridian Energy Limited reserves
the right not to address questions
that, in the Chair’s opinion, are not
reasonable in the context of an
annual shareholder meeting, or
any written question not received
by the close of business on
29 September 2021.
Shareholder
questions

9
MERIDIAN ENERGY LIMITED
NOTICE OF ANNUAL SHAREHOLDER MEETING
New Zealand
Computershare
Investor Services Limited
Private Bag 92119
Auckland 1142, New Zealand
Level 2, 159 Hurstmere Road
Takapuna
Auckland 0622,
New Zealand
Australia
Computershare
Investor Services Pty Limited
GPO Box 2975
Melbourne, VIC 3001,
Australia
Share Registrar
Details

If you are unable to attend the ASM, but
would still like to follow its proceedings,
visit: meridian.co.nz/investors

---

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
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 lodge your vote or appoint your proxy online.
Proxy/Voting Form
Lodge your vote or appoint your proxy online, 24 hours a day, 7 days a week:
www.investorvote.co.nz
Scan the QR code to vote now.
Smartphone?
For your proxy or postal vote to be effective it must be received by 10.00am Monday 4 October 2021
Turn over to complete the form to vote
undirected votes will (subject to any restriction(s) set out in the NZX Listing Rules)
be voted in accordance with the Chair’s discretion.
Voting restrictions
In accordance with NZX Listing Rules, the Company will disregard any votes cast
on resolution 3 by each director and their associates, other than where the vote
is cast by a director or their associates 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 resolutions.
Signing Instructions for Postal/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.
Comments & Questions
If you have any comments or questions for the company, please write them on a
separate sheet of paper and return with this form.
Notes
The Annual Shareholder Meeting of Meridian Energy Limited will be held virtually
via Computershare’s Meeting Platform on Wednesday 6 October 2021, commencing
at 10:00am. Due to current uncertainties relating to restrictions associated with
COVID-19 and the safety of our team and shareholders, the Board has made the
decision to hold a virtual meeting only using Computershare’s Meeting Platform.
Casting your vote
You may cast your vote in one of the three ways described below. You may abstain
from voting on the resolutions.
(a) Attending the Meeting:
Shareholders will not be able to attend the meeting in person. Attendance will only be
via the Computershare Meeting Platform at https://meetnow.global/nz.
(b) Casting a postal vote:
A shareholder may cast a postal vote on the matters to be voted on at the
ASM by voting FOR, AGAINST or ABSTAIN. Lodge your postal vote online at
www.investorvote.co.nz, or, complete step 1 on the reverse of this proxy/voting form,
sign where indicated and return to Computershare in the reply paid
envelope provided.
(c) 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

Voting Instructions/Ballot Paper
STEP 1
hereby appoint of
or failing him/herof
as my/our proxy to act generally at the meeting on my/our behalf and to vote in accordance with the above directions at the Annual Shareholder Meeting of
Meridian Energy Limited to be held virtually via Computershare’s meeting platform on Wednesday 6 October 2021, commencing at 10:00am (New Zealand Time)
and at any adjournment of that meeting.
I/We being a shareholder/s of Meridian Energy Limited
Appointment of Proxy
STEP 2
Please note: If you do not plan to attend the meeting, you may cast a postal vote or appoint a proxy to vote at the meeting.
If you mark the PROXY DISCRETION box above you must appoint a proxy. This may be the chair or any director if you so wish.
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)
Signature of Shareholder/s This section must be completed.
SIGN
or Sole Director/Directoror Director (if more than one)
Shareholder 1Shareholder 2Shareholder 3
Contact Name Contact Daytime Telephone Date
The resolutions are stated in brief. Please refer to the Notice of Annual Shareholder Meeting for the full text of the resolutions and Explanatory Notes.
For
Against
Abstain
Proxy
Discretion
Ordinary Resolutions
1.
That Mark Cairns, who retires by rotation and is eligible for re-election, be re-elected as a Director of the Company.
2.
That Tania Simpson (appointed as a Director of the Company by the Board with effect from 24 August 2021), who retires
and is eligible for election, be elected as a Director of the Company.
3.
That the total annual director fee pool be increased by $99,000 (9%) from $1,100,000 to 1,199,000, with the first annual
increase to be backdated to take effect from 1 July 2021.
For further detail see the Explanatory Notes in the Notice of Meeting.
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):

---

Meridian Energy Limited
Non-executive directors’ fees benchmarking
Summary report
Strictly private andconfidential
28 May 2021

28 May 2021
Strictly private and confidential
PwC
Mark Verbiest
Chairman
Meridian Energy Limited
Wellington
cc Jason Woolley
Dear Mark
Non-executive directors’ fees benchmarking final report for Meridian Energy Limited
We are pleased to provide our market benchmarking summary report for directors’ fees at Meridian Energy Limited
(Meridian). Market data has been sourced from publicly available information. The comparator group is as listed in
Appendix 1 to the summary report.
Thank you for the opportunity to assist Meridian with this assignment.
Yourssincerely
Chris Place
Partner
Meridian Energy 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.

28 May 2021Strictly private and confidential
PwC
Contents
3
Meridian Energy Limited
1.Independence declaration4
2. Summary5
Appendix 1 –Comparator group8
Appendix 2 –Australian (ASX) market data9

28 May 2021Strictly private and confidential
PwC
1. Independence declaration
PwC’s Reward Services team has been engaged by Meridian’s Board of Directors (the Board) to provide independent remuneration benchmarking services
in relation to Meridian’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 Meridian or any other party
regarding the Services or outcomes of the Services.
In my professional opinion, all members of the PwC engagement team are therefore independent for the purposes of the Servicesasoutlined in the
commentary to Recommendation 5.2 of the NZX Corporate Governance Code 2017.
Dated: 28 May 2021
Chris Place
Partner
PricewaterhouseCoopers
4
1 Independence declaration
Meridian Energy Limited

28 May 2021Strictly private and confidential
PwC
2. Summary
5
2 Summary
The table below summarises market remuneration data for directors’ fees from a comparator group of 15 New Zealand companies (primarily NZX-listed
companies), selected by the Meridian Board of Directors 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 Meridian’s market capitalisation of $13,863 million. Details of the comparator group are provided
in Appendix 1. Comments are provided on the following page, and, on Meridian’s request, we have attached as Appendix 2 disclosed fee information from 4
Australian energy sector utilities.
Meridian Energy 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’ committee fee portion only, aggregate analysis i.e. NED fee + committee fee is detailedonpage 12.
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 & Performance Committee,
Remuneration & Nomination Committee etc. Analysis of committee fee portion only, aggregate analysis i.e. NED fee + committee fee detailed on page 13.
5
Analysis of each of the 6 companies that had this role/paid additional remuneration to this role. Analysis of committee fee portion only, aggregate analysis i.e. NED fee + committee fee detailed on page 14
NB Committee titles and functional composition vary, please see page 14 for more on this. (Insufficient member fee data available to provide full analysis for this committee type).
6
Analysis of each of the 11 companies that had this role/paid additional remuneration to this role. Analysis of committee fee portion only, aggregate analysis i.e. NED fee + committee fee detailed on page 15.
7
Analysis of each of the 10 companies that had this role/paid additional remuneration to this role. Analysis of committee fee portion only, aggregate analysis i.e. NED fee + committee fee detailed on page 15.
8
Analysis of each of the 14 companies where a pool fee is set/disclosed.
9
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.
We understand Meridian’s fees are about 2% lower currently than these stated policy fees, as the Board has taken on an extra director and had to reduce fees slightly to
avoid breaching the fee pool cap.

28 May 2021Strictly private and confidential
PwC
2. Summary(continued)
6
2 Summary
As a comment in relation to Meridian’s relativity to the peer group, we note that one comparator in the peer group is larger and fourteen are smaller than Meridian
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 Meridian’s scale relative to other companies on the NZX this is not
achievable.
The Meridian peer group is accordingly very heavily weighted to smaller companies than Meridian by market capitalisation and also by revenue and gross
assets. Market capitalisation in our experience is the metric which mostclosely correlates to NED fees. Meridian’s relative scale is therefore one of the factors
the Board should take into account when assessing the market data provided.
A further factor for the Meridian Board to consider in assessing comparable market NED fee data in the context of the New Zealand market, is that any peer
group which includes Genesis, Mercury 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 the general listed company market. This inevitably has an impact on the market data outcomes. The table below
summarises the impact on the median of the data for Chair, Non-executive Director and Total fee pool in percentage terms if these three companies were to be
removed from the sample. In summary the median of the data would increase across all three data points as shown, in a range of 2.2% to 8.0%.
*For clarity, the data in the table on the prior page is based on the full comparator group of 15 i.e. including Genesis, Mercury and Port of Tauranga. The table
above therefore only demonstrates (for those observations where all/most of the 15 companies reported data), the increase to themedian data published in this
report, ifthe analysis did notinclude these three companies’ data.
Data is current to the date of this report and has been sourced from publicly available information, including annual reportsand NZX disclosures.
Where the Board chooses to position its fees against this market data will depend on the Board’s view of the above factors, the overall relevance of
the comparator group and specifically Meridian’s perceived relative complexity of operations, relative scale, ranking (by scale)and risk profile as
compared with the comparator companies.
Meridian Energy Limited
Percentage increase to median of the market data
if Genesis, Mercury and PoTwere to be removed from the sample
Chair NEDPool fee
+2.2%+6.7%+8.0%

28 May 2021
Appendix
7
Appendices
Appendix 1Comparator Group8
Appendix 2Australian (ASX) market data9

28 May 2021Strictly private and confidential
PwC
Appendices
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
Draft
Appendices
Market dataExecutive Summary
Meridian Energy 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)
20,740
1,264
1,435
Auckland International Airport Limited (NZSE:AIA)
10,985
567
9,297
Mercury NZ Limited (NZSE:MCY)
9,284
1,768
6,885
Spark New Zealand Limited (NZSE:SPK)
8,280
3,623
4,347
Fonterra
7,486
20,975
17,916
Mainfreight Limited (NZSE:MFT)
7,119
3,095
2,305
Ryman Healthcare Limited (NZSE:RYM)
6,985
424
7,677
Contact Energy Limited (NZSE:CEN)
5,867
2,073
4,896
Fletcher Building Limited (NZSE:FBU)
5,860
7,309
8,778
The a2 Milk Company Limited (NZSE:ATM)
5,642
1,731
1,453
Infratil Limited (NZSE:IFT)
5,100
1,369
7,585
Port of Tauranga Limited (NZSE:POT)
4,979
302
1,817
Vector Limited (NZSE:VCT)
4,120
1,294
6,381
Genesis Energy Limited (NZSE:GNE)
3,558
2,592
4,582
Chorus Limited (NZSE:CNU)
3,057
960
5,642
Meridian Energy Limited (NZSE:MEL)
13,863
3,405
9,623

28 May 2021Strictly private and confidential
PwC
Appendices
8
Appendix 2 -Australian (ASX) market data
Appendices
Market dataExecutive Summary
Meridian Energy Limited
Company
Market Cap.
($m)
Annual
Revenue
($m)
Total
Assets
($m)
ChairmanNED
Chair of
Audit
Committee
Member of
Audit
Committee
Chair of
Rem.
Committee
Member of
Rem.
Committee
Pool Fee
AGL
Energy
1
$5,650$12,160$14,710$603,000$201,000$55,200$27,600$44,900$21,200$2.75M
APA
Group
2
$11,810$2,591$16,007$511,400$177,600$47,900$23,900$39,900$19,900$2.50M
Ausnet
Services
$7,200$1,978$14,285$495,000$178,000$40,000$20,000$40,000$20,000$2.25M
Origin
Energy
3
$7,370$7,509$25,093$677,000$196,000$57,000$29,00047,000$23,500$3.20M
.
1 Also has a Safety, Sustainability and Corporate Responsibility sub-committee,with Chair and Member fees at $44,900 and $21,200 respectively.
2 Also has a Health, Safety & Environment sub-committee of the Board. Committee Chair and member fees are paid at $39,900 and $19,900 respectively.
3 Also have a Health Safety & Environment sub-committee and a Risk sub-committee. Member fees for each are Chair $47,000 and member $23,500 respectively.
(Nominations Committee does not attract fees).
As requested by Meridian, Australian Directors’ fee information for key Board roles/fee aggregates is provided in the table below, on a line by line basis for four ASX-
listed energy sector utilities. Data is sourced from the listed companies’ most recent annual reports. All data is expressed in Australian currency and market
capitalisation data is sourced from ASX.

Thank you
© 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 disclosedoutside the recipient's company or duplicated, used or disclosed in
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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.

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