Notice of Meeting

SKELLERUP HOLDINGS
Notice is hereby given that the Annual Meeting of Shareholders of Skellerup Holdings Limited (the “Company”)
will be held in the South Stand at Eden Park, Reimers Avenue, Auckland, and online at
https://meetnow.global/nz, on Wednesday, 27 October 2021 commencing at 3.00pm.
Covid-19 Implications
The Company is closely monitoring restrictions in New Zealand as a result of the COVID-19 pandemic. Having
regard to health and safety of our stakeholders and people, if the alert level is expected to be above Level 1
in any region of New Zealand on the date of the Annual Meeting, the Company may elect to hold this Annual
Meeting as an online meeting only. In such circumstances, the Company will provide shareholders with as
much notice as is reasonably practicable by way of an announcement to the NZX and on the Company’s website
including providing details of how to participate in an online meeting.
Business
A. Chair’s Address
B. Chief Executive Officer’s Address
C. Financial Statements and Reports
D. Resolutions
1. That John Strowger, who retires and being eligible, offers himself for re-election, be re-elected as a
director of the Company.
2. That Alan Isaac, who retires and being eligible, offers himself for re-election, be re-elected as a director
of the Company.
3. To authorise an increase in directors’ fees (refer additional information below).
a. That the non-executive directors’ fee pool be increased by $100,000 from $550,000 to $650,000 per
annum with effect from 1 July 2021, to be divided among the non-executive directors as they consider
appropriate.
4. To authorise the Directors to fix the remuneration of the auditors for the ensuing year.
E. Other Business.
Entitlement to Vote
The persons who will be entitled to vote on the resolutions at the meeting are those persons who will be the
shareholders of the Company at 5.00pm on Monday, 25 October 2021.
Attending the Meeting
The Company is holding a hybrid Annual Meeting this year. Shareholders can attend either in person or online
at https://meetnow.global/nz or appoint a proxy to attend on their behalf.
Shareholders joining online will be able to watch the Annual Meeting, vote and ask questions using a
smartphone, tablet or desktop device. Please refer to the enclosed Virtual Meeting Guide for more information.
Shareholders who are not able to attend, in person or online, and who do not wish to appoint a proxy may cast an
online or postal vote before the meeting. Please review the enclosed Voting/Proxy Form for instructions on how
to vote online.
Notice of Meeting

SKELLERUP HOLDINGS
Appointing a Proxy
Any shareholder who is entitled to attend and vote at the meeting may appoint a proxy instead to attend, in
person or online, and vote on their behalf.
A proxy need not be a shareholder of the Company. The Chair of the Company is willing to act as proxy for any
shareholder who may wish to appoint her for that purpose. The Chair intends to vote any undirected proxies in
favour of the resolutions.
If you wish to appoint a proxy, please review the enclosed Voting/Proxy Form which provides information on
how to make this appointment.
For your vote or proxy appointment to be effective, it must be received by 3.00pm on Monday 25 October
2021 (being not less than 48 hours before the time of holding the meeting). Graham Leaming, CFO, has been
authorised by the Board to receive and count postal and online votes at the meeting.
Resolutions 1 to 4 are ordinary resolutions, requiring a simple majority of the votes of those shareholders
entitled to vote and voting.
In accordance with NZX Listing Rules, each non-executive director and all Associated Persons of each such
director (as that term is defined in the NZX Listing Rules) is disqualified from casting a vote in favour of
Resolution 3, other than where the vote is cast by a non-executive director or an Associated Person of a director
as proxy for a person who is entitled to vote, in accordance with the express directions on the proxy form to
vote for or against the resolution. Any votes otherwise cast on resolution 3 by a non-executive director or an
Associated Person of a director will be disregarded by the Company.
Explanatory Notes
Resolutions 1 & 2: Re-election of Directors
The NZX Listing Rules prohibit a director from holding office (without re-election) for longer than 3 years or 3
annual meetings, whichever is longer. If a director is eligible, he or she may offer himself or herself for re-
election by shareholders at the meeting.
The NZX Listing Rules require the Board to identify which Directors it determines to be Independent Directors
having regard to factors described in the NZX Corporate Governance Code (the “NZX Code”). The NZX Code
states the materiality of any interest, position, association, or relationship needs to be assessed to determine
whether it might interfere, or might reasonably be seen to interfere, with the director’s capacity to bring an
independent judgment to bear on issues before the Board and to act in the best interests of the Company and to
represent the interests of its shareholders generally. It is noted that some advisers who provide voting advice to
institutional shareholders assess the independence of directors differently to the NZX Code and therefore reach
different conclusions on the independence of directors.
John Strowger
John was first appointed to the Board in March 2015, re-elected by shareholders at the 2018 Annual Meeting and
therefore is to retire in accordance with NZX Listing Rule 2.7.1. Being eligible, John offers himself for election as
an independent, non-executive director of the Company.
John is a leading commercial lawyer who specialises in corporate, contract and securities law and mergers &
acquisitions. He was named NZ Deal Maker of the Year at the 2019, 2017 and 2015 Australasian Law Awards,
and is a former member of the Financial Markets Authority. John co-heads Chapman Tripp’s China desk, which
coordinates the work it does pertaining to investment and trade between China and New Zealand.
Chapman Tripp provide professional services to Skellerup. John is a partner in Chapman Tripp but is not
involved with the delivery of any professional services to Skellerup. The Board has considered this relationship
and concluded it does not interfere with his capacity to bring an independent judgment to bear on issues before
the Board and to act in the best interests of the Company and to represent the interests of its shareholders
generally. Therefore, for the purposes of the NZX Listing Rules, the Board has determined that John Strowger is
an independent director.

SKELLERUP HOLDINGS
Alan Isaac
Alan was first appointed to the Board in August 2016, re-elected by shareholders at the 2018 Annual Meeting
and therefore is to retire in accordance with NZX Listing Rule 2.7.1. Being eligible, Alan offers himself for
election as an independent, non-executive director of the Company.
Alan has considerable experience governing and leading businesses and sporting organisations. He is
Chairman of the New Zealand Community Trust, a director of Oceania Healthcare Limited and Scales
Corporation Limited. Alan was previously Chairman of KPMG NZ and of Cricket NZ and past President of the
International Cricket Council and the New Zealand Institute of Directors.
For the purposes of the NZX Listing Rules, the Board has determined that Alan Isaac is an independent director.
Resolution 3: Directors’ Fees Increase
This resolution is put to shareholders in accordance with NZX Listing Rule 2.11.1 and relates to the maximum
aggregate fees payable to all non-executive directors. At present the maximum fee pool for non-executive
directors is $550,000 per annum, as approved by the shareholders at the Company’s annual meeting on 26
October 2016. It is proposed to increase the total pool of directors’ fees by $100,000 to $650,000 per annum,
being an 18% increase.
The current allocation of fees paid to non-executive directors is shown in the table below. There are no
Committee member fees paid except for the Chair of the Audit Committee. Executive Director David Mair does
not receive any director fee.
Present AllocationCurrent FeeChange since 2016
Chair$174,0 0 0$14,000
Directors (individually and excluding the Chair)$87,000$7,000
Chair of the Audit Committee (in addition to director fee)$25,000$5,000
Based on current Board membership the total annual fees paid are $547,000 leaving $3,000 of the approved pool
unallocated.
The Company is seeking the approval of shareholders to increase the maximum fee pool for non-executive
directors for the following reasons:
(a) The Company has experienced significant growth and robust financial performance since the director fee
pool was last approved 5 years ago in 2016.
(b) The Company continues to grow in complexity and has significant global operations with a consequent
increasing workload for directors, including the workload of those directors appointed to committees of the
Board. Directors’ workloads will increase with more legislative and regulatory changes being proposed,
stakeholders’ expectations increasing to consider and monitor a broader range of non-financial measures
together with governing through the ongoing uncertainties of COVID-19.
(c) To ensure the Company can offer competitive fees to attract and retain non-executive directors of a high
calibre.
(d) To allocate Board Committee Fees if and as required.
The Board considers, in light of the realities of the increased workloads and responsibilities undertaken by the
Board and consideration of the Independent Report (as outlined below), that the proposed increased fees pool is
fair and reflective of market conditions.

SKELLERUP HOLDINGS
The table below sets out the director and Audit Committee Chair fees expressed on a per annum basis as at
30 June 2021, the expected fee allocations should the increase in the fee pool be approved, and the amount of
the increase proposed.
Based on current Board membership, the proposed total annual fees payable would be $625,000 leaving
$25,000 of the approved pool unallocated.
The actual allocation of directors’ fees in each financial year is and will be reported in Skellerup’s Annual
Report.
The Board is committed to setting director fees in a transparent manner. Accordingly, it engaged PWC to
complete an Independent Report to compare Skellerup directors’ fees with comparator companies. A copy of
PWC’s report is available at https://skellerupholdings.com/Annual-Meetings.php. The directors recommend
that shareholders vote to approve this resolution. However, non-executive directors and their Associated
Persons (as that term is defined in the NZX Listing Rules) are prohibited from casting their own shareholding
votes or discretionary proxy votes in favour of this resolution at the Annual Meeting, and any such votes will be
disregarded by the Company.
Resolution 4: Remuneration of Auditors
The current auditors of the Company, Ernst & Young, will be automatically reappointed as the Company’s
auditor under section 207T of the Companies Act 1993. Under section 207S of the Companies Act 1993 auditors’
fees and expenses must be fixed in the manner determined at the meeting. Shareholder approval is therefore
sought for the Board to fix Ernst & Young’s remuneration for the following year.
For and on behalf of the Board
Elizabeth Coutts
Chair
Skellerup Holdings Ltd
Auckland
09 September 2021
AllocationCurrent FeeProposed FeeIncrease
Chair$174,0 0 0$200,000$26,000
Directors (individually and excluding the Chair)$87,000$100,000$13,000
Chair of the Audit Committee (in addition to director fee)$25,000$25,000No Change

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Voting/Proxy Form: Skellerup Holdings Limited (SKL) Hybrid Annual Meeting
South Stand, Eden Park, Reimers Avenue, Auckland on Wednesday, 27 October 2021 at 3.00pm
Voting
Every SKL shareholder whose name is registered in the share register as at 5.00pm on
25 October 2021 and who is present at the meeting in person, virtually or by proxy or
in the case of a body corporate shareholder, by representative, can vote in respect of
Resolutions 1 through 4 and shall have one vote in respect of every fully paid SKL share
held by that SKL shareholder at that time. Details on voting matters are set out on the
next page. Voting will be by poll.
How to Vote
In Person: If you intend to attend the meeting, please bring this Voting/Proxy form,
intact, to the meeting.
Attending the Meeting Virtually: If you intend to attend the meeting virtually please
review the enclosed Virtual Meeting Guide prior to the meeting. You will be able to
watch the meeting and cast your vote from your smartphone, tablet or desktop device.
For assistance with the online process you can contact Computershare.
Online: Visit www.investorvote.co.nz and follow the prompts. (This is the easiest way
to vote should you not be attending the meeting).
By Mail or Fax: Complete, sign and return this form, casting a postal vote, to the
address or fax number at the top of the page.
If you cast a postal vote, you may also appoint a proxy to attend the meeting on your
behalf by completing the YES box under the heading "Other Matters" in Step 1 overleaf.
Appointment of Proxy
If you DO NOT intend to attend the meeting, but wish to be represented by a proxy,
please appoint your proxy in one of the following ways:
Online: Visit www.investorvote.co.nz and follow the prompts.
By Mail or Fax: Complete, sign and return this form to the address or fax number at
the top of the page.
We need to receive the completed forms no later than 3.00pm on 25 October 2021.
A proxy need not be a shareholder. The person you appoint as your proxy will be
entitled to attend the meeting to represent your interests. If you mark the “Proxy
Discretion” box for any resolution, you are directing your proxy to vote as he or she
thinks fit. If your proxy does not attend the meeting, your vote will not be counted.
If you wish, you may appoint the Chair of the Company, the Chair of the meeting or
any director as your proxy. To appoint the Chair or a director, enter “the Chair” or the
director’s name in the space allocated in Step 1 of this form. If you appoint the Chair
or any director as your proxy, and you mark the “Proxy Discretion” box, the Chair or
director will vote for the resolution in respect of your proxy.
Signing Instructions for Postal Forms
Individual
Where a shareholder is an individual, this Voting/Proxy Form must be signed by the
shareholder or his or her duly authorised attorney.
Companies
Where a shareholder is a company, this Voting/Proxy Form must be signed by a director
or a duly authorised attorney or officer.
Trusts
Where a shareholder is a trust, this Voting/Proxy Form should be signed as above by
at least one trustee in accordance with the relevant trust deed (using the rules for
an individual or a company, depending upon whether the trustee is an individual or a
company).
Partnerships
Where a shareholder is a partnership, this Voting/Proxy Form should be signed as above
by at least one partner in accordance with the rules governing the partnership (using the
rules for an individual or a company, depending upon whether the partner is an individual
or a company).
Joint Shareholders
At least one joint shareholder should sign this Voting/Proxy 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 first named joint shareholder will be
counted. Seniority shall be determined by the order in which names stand in Skellerup
Holdings Limited’s share register.
Power of Attorney
If this Voting/Proxy Form is completed by an attorney, the power of attorney or a certified
copy must, if not previously produced to Skellerup Holdings Limited, accompany the
Voting/Proxy Form together with a completed certificate of non-revocation of authority.
Body Corporate
A body corporate shareholder may appoint a representative on its behalf in the same
manner as if it were appointing a proxy, provided that the Chair of a meeting, the
Board, or the persons checking the entitlement of people to attend a meeting, shall waive
any time limit for prior notice in respect of a corporation in favour of a person who at a
meeting can produce reasonable evidence of their authority to represent the corporation.
Your secure access information
Control Number: CSN/Securityholder Number:
PLEASE NOTE: You will need your CSN/Securityholder Number and post code to lodge your vote or appoint your proxy online.
www.investorvote.co.nz
Lodge your vote or appoint your proxy online.
Smartphone?
Scan the QR code to vote or appoint your proxy now.
For your postal vote or proxy to be effective, the Voting/Proxy Form must be received by 3.00pm on Monday, 25 October 2021.
Go online to vote or appoint your proxy, or turn over to complete the form
How to vote
In Person
Attend the Annual Meeting
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

Contact Name Contact Daytime Telephone Date
Proxy/Corporate Representative Form
hereby appointof
or failing him/herof
Voting Instructions/Voting Form
STEP 1
I/We being a shareholder/s of Skellerup Holdings Limited
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.
Please note: If you mark any of the PROXY DISCRETION or YES boxes above, you must appoint a proxy. If you mark any of the FOR, AGAINST or ABSTAIN
boxes, your vote will be counted as a postal vote. In addition to casting a postal vote, you may also appoint a proxy to attend the meeting on your behalf by
selecting YES above. This may be the Chair or any Director if you so wish.
Resolutions: Annual Meeting
1. That John Strowger be re-elected as a director of the Company.
2. That Alan Isaac be re-elected as a director of the Company.
3. That the directors’ fee pool for the Company be increased by $100,000 to $650,000 per annum;
such sum to be divided amongst the directors as the Board from time to time may determine.
4. That the directors are authorised to fix the fees and expenses of the auditors, for the ensuing year.
The Board recommends that you vote in favour of each of the above resolutions.
Other Matters
I wish to appoint a proxy to attend the meeting on my behalf
as my/our Proxy to exercise my/our vote in accordance with my/our directions at the Annual Meeting of the Shareholders of Skellerup Holdings Limited to be held in the
South Stand at Eden Park, Reimers Avenue, Auckland on Wednesday, 27 October 2021 at 3.00pm and at any adjournment of that meeting, and to vote as my/our proxy
thinks fit on any resolution to amend the resolution, on the resolution so amended and on any other resolution proposed at the meeting (or any adjournment) so as to give
effect to my/our intention as set out below where possible.
Shareholder 1 Shareholder 2 Shareholder 3
or director or duly authorised officer or attorney
Annual Meeting of the Shareholders of
Skellerup Holdings Limited to be held in the
South Stand at Eden Park, Reimers Avenue,
Auckland on Wednesday, 27 October 2021
at 3.00pm.
Signature of Securityholder(s) This section must be completed.
SIGN
Appointment of Proxy
STEP 2
For
Against
No
Proxy
Discretion
Abstain
Ye s
ATTENDANCE SLIP
If your proxy will be attending the meeting remotely, 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):
Shareholders can still attend electronically, even if they have appointed a proxy
(although they will not be able to vote if a proxy has been appointed).