Notice of Annual Shareholders’ Meeting

Notice of Annual Shareholders’ Meeting
24 August 2022 – Notice of Annual Shareholders’ Meeting 2022
Mercury’s 2022 ASM will be held as a hybrid meeting (in person and online) on Thursday 22 September 2022.
The following materials relating to Mercury’s 2022 Annual Shareholders’ Meeting are shortly being sent to Mercury
Shareholders:
- Notice of Meeting 2022
- Voting/Proxy Form 2022
- Virtual Meeting Guide 2022

ENDS
Howard Thomas
General Counsel and Company Secretary
Mercury NZ Limited

For investor relations queries, please contact:
William Meek
Chief Financial Officer
0275 173 470
investor@mercury.co.nz
For media queries, please contact:
Shannon Goldstone
Head of Communications
027 210 5337
media@mercury.co.nz

ABOUT MERCURY NZ LIMITED
We generate electricity from 100% renewable sources – hydro, geothermal and wind. We also sell utility services to
our customers through our retail brands – Mercury, Trustpower and GLOBUG.
We’re listed on the New Zealand Stock Exchange and the Australian Stock Exchange with foreign exempt listed
status with the ticker symbol ‘MCY’. The New Zealand Government holds a legislated 51% shareholding in the
Company.
Visit us at: www.mercury.co.nz

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

NEWS RELEASE

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OUR ANNUAL
SHAREHOLDERS’
MEETING.
As an owner of Mercury NZ Limited, you are invited to our Annual Shareholders’ Meeting.
Our 2022 Annual Shareholders’ Meeting is being held as a hybrid meeting - attendance is
available in person, or online via webcast.
Date: Thursday 22 September 2022
Time: 10:00am (NZ time)
IN PERSON:
Venue: Event Cinemas, Westfield Newmarket, Level 4/309 Broadway, Newmarket, Auckland 1023.
VIRTUAL:
You can attend the meeting virtually through the Computershare Meeting Platform
ht tps://meetnow.global/nz.
To access the meeting:
• click 'Go' under the Mercury meeting
• click ‘Join Meeting Now’
• Select ‘Shareholder’ on the login screen and enter your CSN/Securityholder Number
and post code (or country of residence if outside of New Zealand)
The safety of our people and shareholders is our number one priority. If COVID-19 related
restrictions are in place which prevent us from holding a physical meeting, or the Board otherwise
determines a physical meeting is inappropriate in the circumstances, we may decide to hold a
virtual only Annual Shareholders’ Meeting. If this occurs, we will provide shareholders with notice
through an announcement to the NZX and on our website.

LETTER FROM THE CHAIR.
Dear Shareholder,
I am pleased to invite you to our 2022 Annual Shareholders’ Meeting (ASM) hosted in-person and online on
22 September. We look forward to updating our owners on Mercury’s business performance and strategic priorities.
Retirement of Andy Lark
As disclosed to the market on 3 August, Andy Lark will retire at the end of the ASM after over 8 years as a director.
Andy has generously contributed his extensive experience in different jurisdictions and across a range of industries to
Mercury. In particular, his inputs into the evolution of Mercury’s retail business and marketing and digital identity have
been invaluable. On behalf of the Board, I would like to thank Andy for his significant contribution to the Board and to
Mercury.
The importance of succession
Planning for director succession, to ensure that over time the Board as a whole has the capability and experience to
oversee Mercury’s complex business, is one of the most important aspects of my role as Chair. If Mercury is to achieve
its strategic objectives, and deliver long-term value for shareholders and other stakeholders including the communities
in which we operate, it requires directors with appropriate skills and experience and who represent diverse backgrounds
and perspectives.
Succession planning must balance current and future governance needs. Over the next few years, it is likely that several
of the longest-serving and most experienced Mercury directors will retire from the Board. To best prepare for and
manage a transfer of institutional knowledge and experience, and taking account of Andy Lark’s retirement, the Board
has appointed two new directors, both of whom will retire at the ASM and stand for election by the shareholders.
Andy Lark’s retirement and the appointment of two new directors will increase the number of directors to nine. This is
intended as a temporary increase only, to allow for a suitable period of overlap between new directors and experienced
directors and a transfer of knowledge and experience. It is intended that the total number of directors will revert to
eight at the 2023 ASM.
Mercury has a director fee pool based on eight directors. In accordance with the Listing Rules, the Board intends to
meet the fees of the additional director by increasing the remuneration payable to the directors in aggregate on a pro
rata basis.
Formal business
As part of the formal business for the meeting, there is one resolution relating to the re-election of current director
James Miller, along with two resolutions for the election of Lorraine Witten and Susan Peterson, who were appointed to
the Board with effect from 1 September 2022.
James Miller is retiring by rotation this year and is offering himself for re-election. The Board unanimously supports
James’ re-election.
The Board is of the view that James’ expertise and experience is critical in the short term in two respects in particular:
first, Mercury is going through a sustained period of building new renewable generation and growing its business.
James’ deep knowledge of energy markets and the fundamentals of major capital investment is critical; second,
James currently chairs Mercury’s Risk Assurance and Audit Committee and he will play an important role in building
the capability of whomever the Board determines is best placed to succeed James in that role when he ultimately
retires from the Board.
Lorraine and Susan are experienced directors with diverse business and governance backgrounds. Both are well
qualified to contribute to the retention and efficient transfer of knowledge and experience as longer serving directors
retire.
As Board appointees, Lorraine and Susan are required to retire at the ASM and stand for election by the shareholders.
Lorraine and Susan offer themselves for election with the unanimous support of the Board.
Your Board looks forward to hosting you at this year’s meeting. You can also cast a postal or proxy vote for the meeting
(either by post or online).
Yours sincerely
PRUE FLACKS // CHAIR

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

C. ORDINARY RESOLUTIONS
The following ordinary resolutions will be voted on at the meeting:
Resolution 1: Re-election of James Bruce Miller
That James Bruce Miller, who retires and is eligible for re-election, be re-elected as a
director of the company.
Resolution 2: Election of Lorraine Witten
That Lorraine Witten (appointed by the Board as a director with effect from 1 September 2022),
who retires and is eligible for election, be elected as a director of the company.
Resolution 3: Election of Susan Peterson
That Susan Peterson (appointed by the Board as a director with effect from 1 September 2022),
who retires and is eligible for election, be elected as a director of the company.

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

By order of the Board
HOWARD THOMAS
COMPANY SECRETARY
24 August 2022

EXPLANATORY NOTES.
RESOLUTION 2:
ELECTION OF LORRAINE WITTEN AS DIRECTOR
Under the NZX Listing Rules, any person appointed as a Mercury director by the Board must retire at our next
Annual Shareholders’ Meeting. If they wish, they may seek election.
Lorraine Witten was appointed as a director by the Board with effect from 1 September 2022 and is therefore
required to retire at the 2022 Annual Shareholders’ Meeting. Lorraine is eligible and is seeking election.
Lorraine is an Independent Director (as determined by the Board, applying the definition in the NZX Listing
Rules) and stands for election with the unanimous support of the Board.
LORRAINE WITTEN

APPOINTED WITH EFFECT FROM 1 SEPTEMBER 2022
Lorraine is an experienced director and business leader with an extensive background in the telco, technology
and ICT sectors. Lorraine currently chairs MOVe Logistics Group and Rakon, and is an independent director of
Pushpay Holdings. Lorraine has energy sector experience, having been a director of Horizon Energy Group.
Lorraine’s previous appointments include as an Advisory Board Member and Audit Committee Chair of the
Department of Corrections, Board member WREDA, and director and chair of Kordia Group for several years.
Lorraine will bring to the Mercury board deep governance and executive experience, strong commercial
acumen, extensive experience in innovation and high change environments, experience in the energy network
and telco sectors, major project governance experience and extensive experience in governance of Health &
Safety and Risk and Audit Committees.
RESOLUTION 3:
ELECTION OF SUSAN PETERSON AS DIRECTOR
Under the NZX Listing Rules, any person appointed as a Mercury director by the Board must retire at our next
Annual Shareholders’ Meeting. If they wish, they may seek election.
Susan Peterson was appointed as a director by the Board with effect from 1 September 2022 and is therefore
required to retire at the 2022 Annual Shareholders’ Meeting. Susan is eligible and is seeking election.
Susan is an Independent Director (as determined by the Board, applying the definition in the NZX Listing
Rules) and stands for election with the unanimous support of the Board.
SUSAN PETERSON
APPOINTED WITH EFFECT FROM 1 SEPTEMBER 2022
Susan is an experienced director and business leader with a particular interest in helping companies to drive
growth through technology, innovative customer solutions and organisational culture. She currently chairs
Vista Group, is an independent director of Xero, Arvida, Property for Industry and Craigs Investment Partners
and is a Trustee on the Board of Global Women.
Susan is a past director of Trustpower, ASB Bank, The New Zealand Merino Company and Compaq Sorting.
Susan has been a Tribunal member on the New Zealand Markets Disciplinary Tribunal, a Ministerial Appointee
to the National Advisory Council for the Employment of Women, a member of the Board of IHC and was
a finalist in the Women of Influence Awards in 2014. Susan is a lawyer whose professional career primarily
involved several senior roles in the ANZ Bank group.
Susan will bring to the Mercury board strong governance skills, experience of innovative customer businesses,
strong commercial skills and investor relationships, and energy industry experience through her time as a
director of Trustpower.
RESOLUTION 1:
RE-ELECTION OF JAMES BRUCE MILLER AS DIRECTOR
Under the NZX Listing Rules, a Mercury director must not hold office (without re-election) past the third
Annual Shareholders’ Meeting following the director’s appointment, or 3 years, whichever is longer. If they
wish, they may seek re-election.
James Miller is retiring in 2022, and is seeking re-election. James is an Independent Director (as determined
by the Board, applying the definition in the NZX Listing Rules) and stands for re-election with the unanimous
support of the Board.
JAMES BRUCE MILLER
APPOINTED MAY 2012
Last re-elected September 2019
James Miller was appointed a director of Mercury in May 2012 and is Chair of the Risk Assurance and Audit
Committee and the Nominations Committee. He is Chair of NZX and a director of Channel Infrastructure
Limited and Vista Group International. He has specialist expertise in utility economics and 15 years’ experience
in capital markets. James’ prior roles included director and Head of NZ Wholesale Equities with Craigs
Investment Partners, and Head of Equities and Head of Research at ABN AMRO. James is a Fellow of the
Institute of Finance Professionals and the New Zealand Institute of Chartered Accountants.

IMPORTANT INFORMATION
PERSONS ENTITLED TO VOTE
Voting on all resolutions put before the meeting will be by poll. Voting entitlements for the meeting will be fixed as at 5pm
(NZ time) on Tuesday 20 September 2022. Only people registered as shareholders at that time will be able to vote at this
meeting and only on their shareholdings at that time.
HOW TO ATTEND THE MEETING
Shareholders can attend the meeting in person at Event Cinemas, Westfield Newmarket, or virtually through the
Computershare Meeting Platform https://meetnow.global/nz.
To access the meeting, click ‘Go’ under the Mercury meeting and then click ‘Join Meeting Now’. Select ‘Shareholder’ on the
login screen and enter your CSN/Securityholder Number and post code (or country of residence if outside of New Zealand).
By using the meeting platform, you will be able to watch the meeting, vote and ask questions online using your smartphone,
tablet or desktop device. Please refer to the enclosed Virtual Meeting Guide for more information. You will need the latest
version of Chrome, Safari, or Edge to access the meeting. Please ensure your browser is compatible.
PROXIES AND CORPORATE REPRESENTATIVES
Any shareholder entitled to vote at the meeting may appoint a proxy (or representative, in the case of a corporate
shareholder) to attend and vote on their behalf. A proxy does not have to be a Mercury shareholder. You may appoint the
Chair of the meeting or any director as your proxy. The Chair of the meeting and the directors will vote in favour of resolutions
marked “Proxy’s Discretion”, even if they have an interest in the outcome of the resolution.
If you’ve ticked the “Proxy’s Discretion” box and your named proxy does not attend the meeting or you haven’t named a proxy,
the Chair of the meeting will act as your proxy.
POSTAL VOTING
You can cast a postal vote instead of attending the meeting in person or appointing a proxy to attend. Howard Thomas, the
Company Secretary, has been authorised by the Board to receive and count postal votes at the meeting.
PROXY AND POSTAL VOTING FORM
A Voting/Proxy Form is attached to this Notice of Meeting. Completed Voting/Proxy Forms must be received at
Computershare Investor Services, no later than 10:00am (NZ time) on Tuesday 20 September 2022.
Any Voting/Proxy Form received after that time will not be valid for the meeting. Please see the Voting/Proxy Form for more
information on how to return your proxy or postal vote.
ONLINE PROXY AND POSTAL VOTING
Proxy appointments or postal votes can be lodged online at www.investorvote.co.nz
To vote online you must enter your CSN/Securityholder number, Postcode/Country of Residence and the secure access
Control Number that is located on the front of your Voting/Proxy Form or advised in the email notification you received.
To cast a postal vote or appoint a proxy, select your preferred voting method and follow the prompts online.
RESOLUTIONS
Resolutions 1, 2 and 3 are ordinary resolutions, meaning they can be approved by a simple majority (more than 50%) of the
votes cast.
SHAREHOLDER QUESTIONS
Shareholders attending in person or using the online platform will have the opportunity to ask questions during the meeting.
If you cannot attend the meeting but would like to ask a question, you can submit these by returning with your Voting/Proxy
Form or by going to www.investorvote.co.nz and completing the online validation process.

RSVP > ANNUAL SHAREHOLDERS’ MEETING
To help with our planning, please let us know if you would like to attend
our Annual Shareholders’ Meeting. All you need to do is tick the boxes
below and send this form back to us in the free-post envelope enclosed.
The meeting is being held at Event Cinemas, Newmarket, Auckland, on
Thursday 22 September 2022 starting at 10:00am.
Please tick:
Yes, I will attend the meeting in person

I wish to be accompanied by my spouse, partner or companion
(only one guest per shareholder)
Shareholder name:
SOUTHERN MOTORWAY
MORTIMER PASS
MORROW STREET
REMUERA ROAD
GILLIES AVENUE
BROADWAY
NUFFIELD STREET
ORANGE
CAR PARK
GREEN
CAR PARK
P
P
P
P
> DIRECTIONS TO EVENT CINEMAS
WESTFIELD NEWMARKET
LEVEL 4,
309 BROADWAY,
NEWMARKET
• Park in the Green Carpark,
Level 4, entry via Mortimer Pass
Express Ramp.
• A bus stop is located at the front of
Westfield Newmarket on Broadway, near
Morrow Street, and it’s only a short walk
from Newmarket train station.
• If taking a taxi, direct your driver to the
basement car park, entry via Mortimer
Pass. On departure, go to the basement
car park – there are allocated taxi parks
near the centre entrance.
Get up to 4 hours free parking with the Westfield Plus app when you attend the Mercury Annual Shareholders' Meeting
– here’s how:
• Download the Westfield Plus app and follow the prompts to create your account and accept the terms and conditions. This will
automatically give you 2 hours free parking.
• At the ASM registration desk, a person in a Mercury t-shirt can help you register for an additional 2 hours free parking (4 hours total)
using either the Westfield Plus app or the Event Cinema validation kiosk.
ENTRY
HERE

> MERCURY NZ LIMITED
33 BROADWAY, NEWMARKET, AUCKLAND 1023, NEW ZEALAND
PHONE +64 9 308 8200 FAX +64 9 308 8209MERCURY.CO.NZ
NOTICE OF REPORT AVAILABILITY
Our Annual and Interim Reports are, or will be, available on our website www.mercury.co.nz/investors
If you would like to receive free printed copies or electronic copies of our Annual and Interim Reports,
please email ecomms@computershare.co.nz at any time.

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Lodge your postal vote or proxy
Online
www.investorvote.co.nz
By Mail
Computershare Investor Services
Private Bag 92119, Auckland 1142, New Zealand
For all enquiries contact
By Phone
+64 9 488 8777
By Email
corporateactions@computershare.co.nz
The 2022 Annual Shareholders’ Meeting of Mercury NZ Limited will be held on Thursday 22 September 2022
at 10:00am (NZ time) at Event Cinemas, Newmarket, Auckland and virtually through the Computershare Meeting Platform
https://meetnow.global/nz.
www.investorvote.co.nz
Lodge your proxy online, (24/7 access) by 10:00am (NZ time) on Tuesday 20 September 2022.
Your secure access information is:
Control Number:
CSN/Securityholder Number:
To vote online you will need the above Control Number, your CSN/Securityholder Number
and post code or country of residence if you reside outside of New Zealand.
Smartphone?
Scan the QR code to vote now.
To be effective as a postal vote or proxy, the Voting/Proxy Form must be received by 10:00am on 20 September 2022.
> TURN OVER TO COMPLETE THE FORM TO VOTE
VOTING
You’re entitled to one vote for every fully paid share you hold in Mercury NZ Limited at 5pm on Tuesday
20 September 2022. Voting at the meeting will be by way of a poll (which the Chair of the meeting
will call at the start of the meeting). You may cast a postal vote or appoint a proxy to vote on your
behalf.
HOW TO VOTE
Attending the Meeting
Please bring this Voting/Proxy Form to the meeting so we can scan the barcode to register you.
To vote by postal vote or appoint a proxy instead, please complete either process online or post back
this form. Please read the instructions below before completing this form.
You can participate in the meeting virtually through the Computershare Meeting Platform
https://meetnow.global/nz. To access the meeting, click ‘Go’ under the Mercury meeting and then
click ‘Join Meeting Now’. Select ‘Shareholder’ on the login screen and enter your CSN/Securityholder
Number and post code (or country of residence if outside of New Zealand).
For more information, please refer to the Notice of Meeting and Virtual Meeting Guide.
Postal Vote (refer to Step 1 overleaf)
The Company Secretary has been authorised by the Board to receive and count postal votes at the
meeting. If you return your postal vote without indicating how you wish to vote on a resolution, you’ll
be treated as not voting on that resolution.
Appointment of Proxy (refer to Steps 1 & 2 overleaf)
You may appoint a proxy (or, in the case of a corporate shareholder, a representative) to attend on your
behalf. A proxy does not need to be a Mercury shareholder. You may direct the proxy on how to vote
on some or all resolutions or leave a decision, some decisions or all decisions to the proxy’s discretion
– do this by ticking the “Proxy Discretion” box.
Any votes where you’ve directed the proxy by ticking the “For”, “Against” or “Abstain” boxes will be
counted as postal votes, so you don’t need to worry if your proxy is unable to make it to the meeting.
You may appoint the Chair of the meeting or any director as your proxy. To do this, enter “the Chair” or
the director’s name in the space allocated in “Step 2” of this form. The Chair of the meeting and the
directors will vote for resolutions marked “Proxy’s Discretion”, even if they have an interest in the
outcome of the resolution.
If you’ve ticked the “Proxy’s Discretion” box and your named proxy does not attend the meeting or you
haven’t named a proxy, the Chair of the meeting will act as your proxy.
HOW TO SIGN
Individual
Where a shareholder is an individual, this Voting/Proxy Form must be signed by you or someone you
authorise to sign for you.
Companies
Where a shareholder is a company, this Voting/Proxy Form must be signed by a director or someone
the company authorises to sign for it.
Trusts
Where a shareholder is a trust, this Voting/Proxy Form should be signed by at least one trustee in
accordance with the relevant trust deed (using the rules for an individual or a company, as applicable).
Partnerships
Where a shareholder is a partnership, this Voting/Proxy Form should be signed by at least one partner
in accordance with the rules governing the partnership (using the rules for an individual or a company,
as applicable).
Joint Shareholders
At least one joint shareholder should sign this Voting/Proxy Form (on behalf of all joint shareholders).
If a joint shareholder votes differently from another joint shareholder, the vote of the shareholder
named first in the share register will be counted.
Power of Attorney
If this Voting/Proxy Form is completed by an attorney, the power of attorney or a certified copy must,
unless already provided to Mercury NZ Limited, accompany the Voting/ Proxy Form together with a
completed certificate of non-revocation of authority.
Body Corporate
Where a body corporate is appointing a representative to act on its behalf, pre-registration will not be
required. Instead it will be sufficient for the appointed person to produce reasonable evidence at the
meeting of his or her authority to represent the body corporate, as well as a completed copy of this
Voting/Proxy Form.
VOTING/PROXY FORM
SAMPLE ONLY

> STEP 1: VOTING INSTRUCTIONS/VOTING PAPER
Cast a postal vote, or instruct your proxy to vote, by placing a tick in the relevant box. Tick one box only in respect of each resolution. If you’re appointing a proxy and
want your proxy to decide how to vote on a resolution, please mark the box “Proxy’s Discretion”.
ResolutionsForAgainstAbstain
Proxy’s
Discretion
1.To re-elect James Bruce Miller as a director.
2.To elect Lorraine Witten as a director.
3.To elect Susan Peterson as a director.
> STEP 2: APPOINTMENT OF A PROXY
If you mark any of the boxes above “Proxy’s Discretion”, you must also appoint a proxy (although if you’ve marked “For”, “Against” or “Abstain”, these will be counted as
postal votes whether or not your proxy attends the meeting). Even if you cast a postal vote, you may also appoint a proxy to attend the meeting on your behalf by filling
out this section. You can choose the Chair of the meeting or any Director to be your proxy.
I/We

the above named shareholder/shareholders of Mercury NZ Limited
hereby appoint:
of
(full name of proxy) (full address) Note: Leave blank if appointing the Chair or a director as your proxy

(email address) (phone number)

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

(email address) (phone number)

as my/our proxy to vote for me/us on my/our behalf as directed above and on any other matter to be put to the Annual Shareholders’ Meeting of Mercury NZ
Limited to be held on Thursday 22 September 2022 at 10:00am and at any adjournment or postponement of this meeting.
If you do not provide contact details for your proxy (and they are not the Chair or a director), we cannot guarantee that your proxy will be admitted if they
intend to attend the meeting virtually.


> SIGNATURE OF SHAREHOLDER(S) THIS SECTION MUST BE COMPLETED
The Annual Shareholders’ Meeting of Mercury NZ Limited will be held on
Thursday 22 September 2022 at 10:00am at Event Cinemas, Newmarket, Auckland
and virtually through the Computershare Meeting Platform https://meetnow.global/nz.
ATTENDANCE SLIP
Contact Name
Shareholder 1
Daytime Phone
Shareholder 2
Date
Shareholder 3

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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 or
Edge. 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.