Freightways Group Limited logo

Notice of Meeting & Proxy/Voting Form

AGM22 September 2021FRWIndustrials

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS OF FREIGHTWAYS LIMITED
Notice is hereby given to all Shareholders that the Annual Meeting of Shareholders of Freightways

Limited (Freightways) will be held on Thursday, 28 October 2021 at 10.00 am.

As the safety of our team and shareholders is our highest priority, Freightways expects to offer

shareholders the ability to attend the Annual Meeting by remote access through a Virtual Meeting

option, as well as, if conditions permit, in-person in the South Level 4 Lounge, Eden Park, Reimers

Avenue, Kingsland, Auckland. The in-person element of the Annual Meeting will only go ahead if, on

15 October 2021, there is the clear expectation that Auckland will be at COVID-19 alert level 1 on 28

October 2021. Should Auckland be at any other COVID-19 alert level than level 1 on 28 October 2021,

only a virtual meeting will take place. Freightways will provide shareholders with as much notice as is

reasonably practicable via the NZX. In all cases, shareholders may attend virtually through the

Computershare Meeting Services web platform. Your CSN/Shareholder Number can be found on your

Proxy/Voting Form for verification purposes.

Further details on how to participate virtually are provided in the accompanying Virtual Meeting Guide.

Shareholders are encouraged to review this guide prior to the Annual 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.

Business

A. Chairman’s introduction

B. Chief Executive Officer’s Review and Trading Update

C. Resolutions

To consider, and if thought fit, pass the following ordinary resolutions:

1. That Mark Cairns be elected as a Director of Freightways.

2. That Fiona Oliver be elected as a Director of Freightways.

3. That Abby Foote be re-elected as a Director of Freightways.

4. That Peter Kean be re-elected as a Director of Freightways.

5. That the total quantum of the annual Directors’ fee pool be increased by $161,100 from an

aggregate of $696,045 to an aggregate of $857,145, such aggregate amount to be divided

amongst the Directors as they deem appropriate.

6. That the Directors are authorised to fix the Auditors’ remuneration.

By Order of the Board

Stephan Deschamps

CHIEF FINANCIAL OFFICER


23 September 2021



PROXIES AND REPRESENTATIVES

Shareholders may exercise their right to vote at the meeting either by being present in person or by appointing

a proxy to attend and vote in their place. A proxy need not be a shareholder of the Company. A body corporate

shareholder may appoint a representative to attend the meeting on its behalf. A combined admission card and

proxy form is enclosed with this notice. If you wish to vote by proxy you may either visit www.investorvote.co.nz

to lodge your proxy or by completing and signing the proxy form and sending it to the Company’s share

registrar, Computershare Investor Services Limited. The proxy form will only be effective if it is received by the

Company's share registrar no later than 10.00am Tuesday, 26 October 2021, being 48 hours prior to the

commencement of the meeting. A reply-paid envelope is enclosed if mailing the proxy form from within New

Zealand. If you wish to deposit your proxy by fax, please send it to Computershare on fax (09) 488 8787.

EXPLANATORY NOTES

All references to the "Listing Rules" are references to the NZX Listing Rules, dated 10 December 2020.

RESOLUTIONS ON ELECTION OF NEW DIRECTORS AND RE-ELECTION OF CURRENT DIRECTORS

Shareholders should note the average tenure on the Board among the current directors is less than 5 years,

following the appointment of two new directors earlier this year.

The Board is conscious of the need for continuity of experience and Board renewal. Kim Ellis will be retiring at

the conclusion of this year’s Annual Meeting as signalled prior to his previous re-election, and Mark Verbiest

intends to retire during his current three-year term during 2022, enabling appropriate and orderly succession.

Both Kim and Mark have over ten years tenure on the Board. At this time the Board sincerely thanks Kim for

his outstanding contribution to Freightways over his tenure.

The appointment of Mark Cairns and Fiona Oliver as new Directors recently, who are standing for election at

this year’s Annual Meeting, is part of the Board’s succession planning. Mark has relevant experience in

logistics, infrastructure, contracting and capital markets, and Fiona has relevant experience in governance,

investments, mergers and acquisitions and capital markets.

RESOLUTION 1: ELECTION OF DIRECTOR

That Mark Cairns be elected a director of the Company.

Mark Cairns was appointed by the Board subsequent to the last Annual Meeting and offers himself for election.

The Board has determined that Mark is an independent director and unanimously recommends that

shareholders vote in favour of his election.

Mark Cairns, BE(Hons), BBS, MMGT, FIPENZ

Mark was appointed a Director in April 2021. He will become Chair of the People and Remuneration Board

sub-committee following the retirement of Kim Ellis from the board in October this year. Mark was Chief

Executive of Port of Tauranga, New Zealand’s largest and most successful port, from 2005 until his retirement

in June 2021 to pursue a full-time governance career. Mark was previously Chief Executive of Toll Owens

Limited and Owens Cargo Company Limited. Mark has extensive experience in logistics, infrastructure,

contracting and significant exposure to capital markets. Mark is also a director of Meridian Energy

Limited and Sanford Limited, He is the intended Chair of the 2degrees board if its IPO proceeds. In

2019, Mark received the prestigious Caldwell Partners Leadership Award from the Institute of Finance

Professionals and the Deloitte/Management Magazine Executive of the Year Award in 2012.

RESOLUTION 2: ELECTION OF DIRECTOR

That Fiona Oliver be elected a director of the Company.

Fiona Oliver was appointed by the Board subsequent to the last Annual Meeting and offers herself for election.

The Board has determined that Fiona is an independent director and unanimously recommends that

shareholders vote in favour of her election.

Fiona Oliver, LLB, BA, CF Inst D


Fiona was appointed a Director in July 2021. She is a professional director, holding and having held

governance roles across a range of business sectors including renewable energy, natural gas, technology,

commercial property, professional services and financial services. She is a director

(and Audit Committee Chair) of Gentrack Group Limited, the First Gas Group, BNZ Life Insurance Limited and

BNZ Insurance Services Limited and Wynyard Group Limited (in liquidation). Fiona’s Executive career was in

the financial services sector in New Zealand and overseas. In New Zealand, her roles included Chief Operating



Officer of Westpac’s investment arm, BT Funds Management, and General Manager of AMP NZ’s Wealth

Management division. In Sydney and London, Fiona managed the Risk and Operations function for AMP’s

private capital division. Prior to this, Fiona was a senior corporate and commercial solicitor in New Zealand

and overseas, specialising in mergers and acquisitions.

RESOLUTION 3: RE-ELECTION OF DIRECTOR

That Abby Foote be re-elected as a director of the Company.

Abby Foote is retiring by rotation and offers herself for re-election. The Board has determined that Abby is an

independent director and unanimously recommends that shareholders vote in favour of her re-election.

Abby Foote, LLB (Hons), BCA, CF Inst D, INFINZ (cert)

Abby was appointed a Director in June 2018 and is Chair of the Audit and Risk sub-committee of the Board.

She is a professional director with over 13 years’ governance experience, with qualifications in both law

and accounting. Abby has experience in a range of senior management, finance, and legal roles, with a focus

on corporate finance and commercial transactions. Abby is currently the Chair of Z Energy Limited and a

director of Sanford Limited.

RESOLUTION 4: RE-ELECTION OF DIRECTOR

That Peter Kean be re-elected as a director of the Company.

Peter Kean is retiring by rotation and offers himself for re-election. The Board has determined that Peter is an

independent director and unanimously recommends that shareholders vote in favour of his re-election.

Peter Kean, PMD Harvard

Peter was appointed a Director in July 2016. He brings to Freightways many years of senior executive

experience with the Lion group of companies in both New Zealand and Australia. Peter's last executive roles

were as Managing Director of Lion Nathan New Zealand and Managing Director of Lion Dairy and Drinks,

based in Melbourne. Peter retired from Lion in 2014 and has since developed his career in governance. Peter

is also a director of Sanford Limited and is involved in a number of private companies both in New Zealand

and in Australia.

RESOLUTION 5: DIRECTORS’ FEES

That the total quantum of the annual Directors’ fee pool be increased by $161,100 from an aggregate of

$696,045 to an aggregate of $857,145, such aggregate amount to be divided amongst the Directors as they

deem appropriate.

The Directors review fees annually to ensure the aggregate amount available for Directors’ remuneration is

adequate to allow Directors’ fees to remain aligned with market levels. The Directors did not apply for any

annual incremental adjustment to the aggregate pool of Directors’ fees last year due to the impact of COVID-

19, so the current fee levels have not been adjusted for two years. It should also be noted that last year during

the first Covid lockdowns in New Zealand, directors took a 20% fee cut for a quarter.

Since the last increase, the number of Directors has also increased from six to seven (including the Chair).

The Board considered the importance of ensuring diversity of thought and experience amongst the Directors.

This year, the Directors obtained independent market advice from Ernst & Young Limited (EY). A summary of

EY’s benchmarking report is attached, including an independence declaration from the EY engagement

partner. The Directors propose to apply an increase this year which allows non-executive Directors to be paid

at approximately or just below the median level of peer group market data presented in the EY report. The

proposed increase also allows for members of Board committees, in particular the Chairs of the committees

whose workload is higher and whose existing renumeration is currently significantly below the median of the

peer group used by EY) to be paid at approximately or just below the median level of peer group market data

presented in the EY report.

The increase in the aggregate fee pool requested of shareholders, which is below the amount recommended

by EY, is 23%, with anticipated payments as follows:








Notes to Directors’ Fees table above:

1. The specified fees are the total fees that were or are anticipated to be paid to each Director for each

relevant period, including committee chair or committee member fees (as applicable).

2. The specified fees for 2021 were the fees anticipated to be paid prior to the Directors voluntarily accepting

a fee reduction of 20% for one quarter in light of the impact of Covid 19.

3. Neither the Board Chair nor directors who are members of committees receive committee fees.

4. The “Director-AU” (Andrea Staines) retired with effect from 29 October 2020.

It should be noted that currently the aggregate annual fees paid to six directors amounts to $611,000. The total

amount of proposed fee increases the Board is contemplating paying going forward amounts to $161,100 in

aggregate above current levels. This would allow for the payment of the additional Director if deemed

appropriate and would leave a balance of $42,145 unused (4.9 percent of the aggregate increased fee pool)

for any unforeseen and extraordinary work.

In accordance with NZX Main Board Listing Rule 6.3.1, the Directors and their Associated Persons are

restricted from voting on this resolution.

RESOLUTION 6: AUDITORS

That the Directors are authorised to fix the Auditors’ remuneration.

The present auditors of the Company are PricewaterhouseCoopers. Under the Companies Act 1993 they will

continue in office.


POOL

Fees

(per annum)


Position

2021

$

2022

$

Percentage

Increase

Board of Directors

Chair 165,000 180,000 9%

Director – NZ 93,000 100,000 8%

Director – NZ 93,000 100,000 8%

Director – NZ - 100,000 8%

Director – NZ - 100,000 8%

Director – AU 98,900 -

Audit & Risk Committee Chair 104,000 120,000 15%

People & Remuneration

Committee

Chair 100,000 115,000 15%

Committee Work Pool

(unallocated - only used if

required

)

42,145 42,145


Total Annual Pool Limit 696,045 857,145 23%

---

Review of Non-
Executive Director Fee

Practices


Summary report


Freightways Limited


12 August 2021

Freightways Limited
August 2021

1


1. Executive summary

Freightways Limited (Freightways) has engaged Ernst & Young Limited (EY) to prepare a report in

relation to Non-Executive Directors’ (NED) fees. We confirm that our report has been prepared

independently and is not subject to any influence from the management or any board member of

Freightways or any third party.

The findings in this section summarise the market positioning of Freightways’ Chair, NED and

committee fees compared to the market data. Fees are ‘at’ the relevant market reference point if

positioned within 10% of the market data reference point.

The market information pertaining to fee practices within the comparator group has been sourced

from EY’s Directors’ fees database, supplemented with data from the most recent financial year-end

annual reports. The information from annual reports is publicly available information. The

comparator group has been agreed with Freightways as the basis from which to perform our

analysis.

We acknowledge that there is a time lag in remuneration disclosures from the chosen organisations.

Generally, EY does not support ‘ageing’ market data to account for this time lag. Therefore, the data

used in this analysis is factual and has not been aged.

1.1 Board Chair and NED policy fee positioning

The diagram below displays the internal relativity of Freightways’ Chair fees and NED fees as well as

the fee pool compared to the agreed comparator group. A full list of the comparator group is

outlined in Appendix A.

Chart 1: Freightways’ Chair and NED fee positioning to market


• Chair: The Board Chair fee is aligned to both the median and the 25

th

percentile.

• Other NEDs: Board NED fees are aligned to the median.

The following diagram compares Freightways’ approved maximum aggregate NED fee pool to the

approved maximum aggregate NED fee pools of the agreed comparator group.

60

80

100

120

140

160

180

200

220

240

260

ChairNED

Chair and NED fee policy

NZD '000 p.a

25th percentile75th percentileFreightways Limited

Legend


75

th

percentile


Freightways


25

th

percentile

Freightways Limited
August 2021

2


Chart 2: Freightways’ Chair and NED fee pool positioning to market


• Freightways’ total NED fee pool is aligned to the 25

th

percentile of the comparator group.

1.2 Recommendations

When developing the recommendations below, we have considered the following factors:

• The number of meetings required of Freightways NEDs in comparison to the comparator

group

• Whether the workload required, or the nature of the governance role, have substantially

changed since the last review

• The complexity of compliance and regulation requirements and any change in regulations

• Current market movements and trends for NED fees

• Alignment of NED fees to the comparator group.

Based on the considerations above, information provided by Freightways’ Board and the EY Director

fees database, our recommended Freightways NED fee structure is set out below.

Table 1: Recommended fee structure

Role

Freightways’ Current

Practice (NZ$)

Recommended fee

(NZ$)

Chair Base Fee 165,000 185,000

NED Base Fee 93,000 105,000

Committee Fees



Audit and Risk Committee – Chair 11,000 20,000

People and Remuneration Committee - Chair 7,000 15,000

Nomination Committee - Chair - -

Note: No additional fees are paid to Freightways’ Nomination Committee Chair or to any committee

members.

60

260

460

660

860

1,060

1,260

Fee pool

Total fee pool

NZD '000 p.a

25th percentile75th percentileFreightways Limited

Legend


75

th

percentile


Freightways


25

th

percentile

Freightways Limited
August 2021

3


1.3 Aggregate fee pool

The current available fee pool is capped at $696,045 per annum. The fees received by NEDs of

Freightways in FY21 were $611,000 for six NEDs (including the Chair).

We understand that the number of Directors has increased to seven (including the Chair). The new

Board structure means fees at current rates will exceed the current fee pool.

Therefore, if the above recommendations are adopted and to ensure sufficient headroom, EY

recommends that the fee pool is increased to $1,000,000. This will provide for the recommended

increase and allow headroom of 1.4x the proposed NED fee.

Thank you for the opportunity to assist Freightways with this assignment.


Una Diver

Partner – People Advisory Services

Ernst & Young Limited

Freightways Limited
August 2021

4


Appendix A

Freightways’ comparator group company financial comparisons (n=15)

Organisation*

Market

Capitalisation

($ millions)

Revenue

($ millions)

Total Assets

($millions)

Air New Zealand Limited 1,746.0 4,836.0 7,543.0

Auckland International Airport Limited 11,074.3 567.0 9,297.2

Chorus Limited 2,789.4 959.0 5,642.0

Kiwi Property Group Limited 1,860.6 234.0 3,336.0

KiwiRail Holdings Limited - 639.2 1,771.2

Mainfreight Limited 7,703.4 3,543.8 2,486.0

New Zealand Post Limited - 911.0 1,920.0

Port of Tauranga Limited 4,646.2 302.0 1,817.0

Precinct Properties New Zealand Limited 2,527.8 151.8 3,185.0

Pushpay Holdings Limited 1,932.5 181.0 117.1

Restaurant Brands New Zealand Limited 1,952.5 924.7 1,172.9

SkyCity Entertainment Group Limited 2,592.3 901.9 2,551.9

Summerset Group Holdings Limited 3,089.1 172.4 3,893.2

Tilt Renewables Limited 3,058.8 128.3 1,730.0

Trustpower Limited 2,550.7 952.8 2,342.4

Freightways Limited 2,077.5 811.0 1,050.4

25

th

percentile 1,952.5 207.5 1,794.1

Median 2,592.3 639.2 2,486.0

75

th

percentile 3,089.1 938.8 3,614.6

Average 3,655.7 1,027.0 3,253.7

Relativity to the comparator group

Between the 25th

percentile and

median

Between the median

and 75th percentile

Below the 25

th


percentile

*Vital Healthcare Property Trust was included in the initially agreed comparator group but was excluded from this analysis

because the organisation is being managed by NorthWest Healthcare Properties Management Limited and does not disclose

Board remuneration in its annual report.



5






EY | Assurance | Tax | Strategy and Transactions | Consulting


EY is a global leader in assurance, tax, strategy and transactions, and consulting

services. The insights and quality services we deliver help build trust and

confidence in the capital markets and in economies the world over. We develop

outstanding leaders who team to deliver on our promises to all of our

stakeholders. In so doing, we play a critical role in building a better working world

for our people, for our clients and for our communities.


EY refers to the global organisation and may refer to one or more of the member

firms of Ernst & Young Global Limited, each of which is a separate legal entity.

Ernst & Young Global Limited, a UK company limited by guarantee, does not

provide services to clients. For more information about our organisation, please

visit ey.com.


Our report may be relied upon by Freightways Limited with remuneration for the

purpose of remuneration market information only pursuant to the terms of our

engagement letter dated 7 July 2021. We disclaim all responsibility to any other

party for any loss or liability that the other party may suffer or incur arising from

or relating to or in any way connected with the contents of our report, the

provision of our report to the other party or the reliance upon our report by the

other party.


© 2021 Ernst & Young, New Zealand.

All Rights Reserved.


ey.com/nz

---

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 v

ersion of Chrome, Safari,

Edge or F irefox. Please ensure your browser is

compatible.

HOW TO PARTICIPATE IN VIRTUAL/HYBRID MEETINGS

Visit https://meetnow.global/nz

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

r

emotely is eligible to ask a question.

S

elect the Q&A tab and type your question into the

box at the bottom of the screen and press 'Send'.

Navigation

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

c

all +64 9 488 8700.

---

Go online to lodge your proxy or turn over to complete the form
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 appoint your proxy and exercise your vote online.

Lodge your proxy online, 24 hours a day, 7 days a week:

Smartphone?

Scan the QR code to vote now.

For your proxy to be effective it must be received by 10:00am Tuesday 26 October 2021

Proxy/Voting Form

www.investorvote.co.nz

Lodge your 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

Freightways Limited

Notes

As the safety of our team and shareholders is our highest priority, Freightways

expects to offer shareholders the ability to attend the Annual Meeting by remote

access through a Virtual Meeting option, as well as, if conditions permit, in-

person in the South Level 4 Lounge, Eden Park, Reimers Avenue, Kingsland,

Auckland. The in-person element of the Annual Meeting will only go ahead if, on

15 October 2021, there is the clear expectation that Auckland will be at COVID-19

alert level 1 on 28 October 2021. Should Auckland be at any other COVID-19 alert

level than level 1 on 28 October 2021, only a virtual meeting will take place.

Freightways will provide shareholders with as much notice as is reasonably

practicable via the NZX. In all cases, shareholders may attend virtually through the

Computershare Meeting Services web platform.

Casting your vote

You may cast your vote in one of the two ways described below. You may abstain

from voting on the resolution

s.

(a)Attending and voting in person or virtually:

You can attend the meeting virtually through the Computershare Meeting Platform

https://meetnow.global/nz. Select the Freightways meeting and click ‘JOIN MEETING

NOW’ For further information, please review the enclosed Virtual Meeting Guide.

If you attend in person you should bring your proxy/voting form or your CSN/

Shareholder Number to assist with registration at the meeting.

(b) 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. In accordance with NZX Main Board Listing Rule 6.3.1, the

Directors and their Associated Persons are restricted from voting on resolution 5. 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 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 undirected votes will (subject to any restriction(s)

set out in the NZX Listing Rules) be voted in accordance with the Chair's

discretion.

Attending the Physical Meeting

Bring this form to assist registration. A corporate shareholder may appoint

a representative to attend the meeting by completing the form overleaf and

returning it to Computershare by no later than 10:00am Tuesday 26 October

202

1.

QR Code

To scan the code above you need to have already downloaded a free QR code

reader application to your smart phone.

Signing Instructions for 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.

Against
Proxy

DiscretionForAbstain

STEP 1

Annual Meeting of Freightways Limited to be held in the South

Level 4 Lounge, Eden Park, 52 Reimers Avenue, Kingsland,

Auckland on Thursday, 2 October 2021 at 10:00am

ATTENDANCE SLIP


or Sole Director/Director or Director (if more than one)

Contact Name Contact Daytime Telephone Date

Signature of Shareholder(s) This section must be completed.

Business

To consider, and if thought fit, to pass the following ordinary resolutions:

Please note: For each resolution below you must tick one box. If a box relating to a resolution is not ticked, the vote on that resolution

will be invalid.


Items of Business - Voting Instructions/Ballot Paper

as my/our proxy to vote for me/us on my/our behalf in accordance with the following directions at the Annual Meeting of Freightways Limited to be held

inthe South Level 4 Lounge, Eden Park, 52 Reimers Avenue, Kingsland, Auckland on Thursday, 2October 202 at 10:00amand at any adjournment

of that meeting.

hereby appointof

or failing him/her

of

Appoint a Proxy to Vote on Your Behalf

SIGN

STEP 2


Proxy/Voting Form

Shareholder 1 Shareholder 2 Shareholder 3

CSN/Shareholder Number:

Number of Shares:

I/We being a shareholder/s of Freightways Limited

1.That Mark Cairns be elected as a Director of Freightways.

2.That Fiona Oliver be elected as a Director of Freightways.

3.That Abby Foote be re-elected as a Director of Freightways.

4.That Peter Kean be re-elected as a Director of Freightways.

5.That the total quantum of the annual Directors’ fee pool be increased by $161,100 from

an aggregate of $696,045 to an aggregate of $857,145, such aggregate amount to be

divided amongst the Directors as they deem appropriate.

6.That the Directors are authorised to fix the Auditors’ remuneration.

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)

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):

CSN/Shareholder Number:

Number of Shares:

Data sourced from publicly available filings. Our datasets may not be complete. Automated analysis can produce errors. If you believe any data on this page is incorrect, please contact us at hello@nzxplorer.co.nz. For informational purposes only. Not investment advice.

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