Notice of Annual Meeting 2022

Notice of 2022
Annual Meeting
VECTOR LIMITED
Notice is given that the 2022 Annual Meeting of Vector
Limited will be held in the World Cup Lounge, Level 4,
Eden Park, Reimers Avenue, Mount Eden, Auckland,
New Zealand, on Thursday 29 September 2022,
commencing at 2.00pm.
PLEASE READ
If the COVID-19 situation deteriorates,
Vector may determine that the 2022
Annual Meeting will move to being a
virtual meeting only.
If this occurs, we will provide shareholders
with as much notice as is reasonably
practicable via the NZX. Details of how to
attend the Annual Meeting virtually are set
out in the Virtual Meeting Guide.

2
Agenda
Notice of 2022 Annual Meeting
The 2022 Annual Meeting of Vector Limited (the Company) will be held in
the World Cup Lounge, Level 4, Eden Park, Reimers Avenue, Mount Eden,
Auckland, New Zealand. And online virtually through the Computershare
Meeting Services web platform https://meetnow.global/nz, on Thursday
29 September 2022, commencing at 2.00pm.
A. ORDINARY BUSINESS
Chair’s and Group Chief Executive’s Reports
Reports from the Chair and the Group Chief Executive
on the financial year ended 30 June 2022, including
consideration of the financial statements and the audit
report. (See Explanatory Note 1, on page 5.)
Election and Re-election of Directors
Late last year, the Board appointed Paul Hutchison as a
director of the Company. In accordance with NZX Listing
Rule 2.7.1, Paul Hutchison will retire and, being eligible,
offers himself for election. The meeting will be asked to
consider by ordinary resolution:
1. To elect Paul Hutchison as a Director of the Company.
Further, in accordance with NZX Listing Rule 2.7.1, Paula
Rebstock and Alastair Bell retire by rotation and, being
eligible, offer themselves for re-election. In addition,
Jonathan Mason retires by rotation and, being eligible,
offers himself for re-election for a term of one year. The
meeting will therefore be asked to consider by ordinary
resolution:
2. To re-elect Jonathan Mason as a Director of the
Company for a further one year term ending on the
date of the 2023 Annual Meeting of the Company.
3. To re-elect Paula Rebstock as a Director of the
Company.
4. To re-elect Alastair Bell as a Director of the Company.
(See Explanatory Note 2, on page 5.)
In addition, the Board recommends that Doug McKay
be appointed as a new director of the Company with
effect from 1 October 2022. Therefore the meeting will
be asked to consider by ordinary resolution:
5. To elect Doug McKay as a Director of the Company
with effect on and from 1 October 2022.
Biographies of Paul Hutchison, Jonathan Mason, Paula
Rebstock, Alastair Bell and Doug McKay are set out on
page 9.
Appointment and Remuneration of Auditor
The meeting will be asked to consider by an ordinary
resolution:
6. To record the automatic reappointment of the
Auditor, KPMG, and to authorise the directors to fix
the remuneration of the Auditor for the ensuing year.
(See Explanatory Note 3, on page 5.)
Alterations to Constitution
The meeting will be asked to consider by a special
resolution:
7. To alter Vector’s constitution with effect from the
close of the Annual Meeting, by:
(a) Altering clause 26.4 by addition of the words
shown in underline below:
“26.4 Right of Entrust to remove a Director
and fill a casual vacancy: Entrust may
at any time by written notice to the
Company in accordance with clause 37.5:
(a) remove with immediate effect a
Director who is also at that time a
Trustee and may appoint a person
to be a Director to fill the vacancy so
created; or
(b) where a Director who is also at that
time a Trustee ceases to be a Director
for any of the reasons set out in
paragraphs (d) to (h) inclusive of clause
26.8 before the end of his or her term
in office (as prescribed by the terms
of this Constitution), appoint a person
to be a Director to fill the vacancy so
created,
provided in each case that such
Director shall retire from office at the
commencement of the next meeting of
Shareholders at which Directors are to be
elected, but shall be eligible for election
as a Director at that meeting.”
(b) Altering clauses 34.1 and 34.2 by addition of the
words shown in underline below:
“34. MAJOR TRANSACTIONS
34.1 Approval of Resolution: For such time
as Entrust holds a Majority Interest, the
Company shall not and shall procure
that no Subsidiary (other than a Listed
Subsidiary) shall, (subject to clause 34.2)
enter into any transaction or series of
linked or related transactions to acquire,
sell, lease (whether as lessor or lessee),
exchange, or otherwise dispose of
(otherwise than by way of charge) assets
of the Company or any Subsidiary (other
than a Listed Subsidiary) or assets to be
held by the Company or any Subsidiary
(other than a Listed Subsidiary):

3
Agenda continued
(a) which would significantly change the
nature of the business of the Company
and its Subsidiaries taken as a group;
or
(b) in respect of which the gross value is
in excess of 15% of the Average Market
Capitalisation of the Company;
except with the prior written approval
of Entrust or the prior approval of an
ordinary resolution of the Company (if
the Company must obtain approval of
the transaction or transactions by an
ordinary resolution under the Listing
Rules) or a special resolution (if the
Company must obtain approval of the
transaction or transactions by a special
resolution under section 129 of the Act).
For the purposes of clause 34.1(b),
“Average Market Capitalisation” has the
meaning given to that term in the Listing
Rules).
34.2 Exception: Clause 34.1 shall not apply to:
(a) a takeover offer by the Company in
respect of a Code Company;
(ab) a transaction with any wholly owned
Subsidiary of the Company;
(b) any transaction entered into by the
Company with a Bank as principal,
on arms’ length terms and in the
ordinary course of banking business;
or
(c) an issue by the Company of
Securities for cash which does not
significantly change the nature of the
business of the Company.
Clause 34.2(c) is subject to clause 4.1.
(See Explanatory Note 4, on page 5).
Director Remuneration
The meeting will be asked to consider by an ordinary
resolution:
8. That directors’ fees be set as a total annual fee pool,
and increase over two financial years by $281,820
from $805,200 to $1,087,020 (plus GST, if any), with
the first annual fee pool to apply to the 2023 financial
year, and to be divided among the directors as the
Board determines, as more particularly described in
the Notice of Meeting.
(See Explanatory Note 5, on pages 6–8).
B. GENERAL BUSINESS
To consider such other business as may properly be
raised at the meeting.
By Order of the Board
John Rodger
Company Secretary
26 August 2022

4
Procedural Notes
Vector is holding a hybrid Annual Meeting this year to
allow shareholders who are unable to attend in person
to have the opportunity to attend online through
the Computershare Meeting Services web platform
https://meetnow.global/nz.
By using the web platform, you will be able to watch the
Annual Meeting and vote and ask questions online using
your smartphone, tablet or desktop device. Please refer to
the enclosed Virtual Meeting Guide for more information.
Ordinary Resolutions:
Ordinary resolutions are required to be approved by a
simple majority of more than 50% of votes validly cast at
the Annual Meeting.
Attend in Person or Virtually:
If you wish to attend the Annual Meeting please bring
the enclosed Proxy/Voting form, or your CSN holder
number with you to the meeting or participate virtually
via the Computershare Meeting Services web platform
https://meetnow.global/nz.
Shareholders Entitled to Attend and Vote:
Under section 125 of the Companies Act 1993, the Board
has determined that, for the purposes of voting at the
Annual Meeting, only those registered shareholders of
the Company as at 5.00pm on Monday 26 September
2022, being a day not more than 20 working days before
the meeting, shall be entitled to exercise the right to
vote at the meeting.
Proxies:
Any shareholder entitled to attend and vote at the
meeting may appoint a proxy (or representative in the
case of a corporate shareholder) to attend and vote
on behalf of the shareholder. A proxy need not be a
shareholder of the Company. You may appoint the “Chair
of the Meeting” as your proxy if you wish. If, in appointing
a proxy, you have inadvertently not named someone
to be your proxy (either online or on the enclosed
proxy form), or your named proxy does not attend the
meeting, the Chair of the Meeting will be your proxy and
will vote in accordance with your express direction. A
proxy form accompanies this Notice of Meeting.
Proxy forms must be received at the office of the
Company’s share registry, Computershare Investor
Services Limited, Level 2, 159 Hurstmere Road, Takapuna,
Auckland, New Zealand (Private Bag 92119, Auckland
1142), or at the Company’s registered office, Level 4,
101 Carlton Gore Road, Newmarket, Auckland 1023, by
2.00pm on Tuesday 27 September 2022. Alternatively,
you can appoint a proxy online at www.investorvote.
co.nz. Online proxy appointments must be received
by 2.00pm on Tuesday 27 September 2022. Please see
your proxy form for further details. The chair intends to
vote all discretionary proxies given to him in favour of
resolutions 1 to 8.
Hybrid Meeting:
Following the success of past years’ online meetings, the
Company has made the decision to hold a hybrid Annual
Meeting. All shareholders will have the opportunity
to attend and participate in the 2022 Annual Meeting
either in person or online via an internet connection
(using a computer, laptop, tablet or smartphone).
Audio will stream through the selected device, so
shareholders will need to ensure that they have the
volume control on their headphones or device turned
up. Shareholders will be able to view the presentations,
vote on the resolutions to be put to shareholders and
ask questions, by using their own computers or mobile
devices. Shareholders will still be able to appoint a proxy
to vote for them as they otherwise would, by following
the instructions on the proxy form and this Notice of
Annual Meeting. Details of how to participate ‘virtually’
are provided in the accompanying Virtual Meeting Guide,
with instructions for accessing the virtual meeting.
If the COVID-19 situation deteriorates, Vector may
determine that the 2022 Annual Meeting will move
to being a virtual meeting only. If this occurs, we
will provide shareholders with as much notice as is
reasonably practicable via the NZX. Details of how to
attend the Annual Meeting virtually are set out in the
Virtual Meeting Guide.
The directors invite in person attendees at the Annual
Meeting to join them for light refreshments at the
conclusion of the meeting.

5
Explanatory Notes
A. ORDINARY BUSINESS
Explanatory Note 1 – Chair’s and Group Chief
Executive’s Reports
The Chair and the Group Chief Executive will each give
a presentation on the financial year ended 30 June 2022.
Events occurring after 30 June 2022 will also
be discussed.
Explanatory Note 2 – Election and Re-election of
Directors
The NZX Listing Rules require that directors appointed
by the Board retire at the next annual meeting but shall
be eligible for election at that meeting. Late last year,
the Board appointed Paul Hutchison as a director of the
Company. He retires at this Annual Meeting, but, being
eligible, offers himself for election.
The NZX Listing Rules also require that directors must
not hold office (without re-election) past the third
annual meeting following the director’s appointment or
3 years, whichever is longer.
Jonathan Mason, Paula Rebstock and Alastair Bell
are subject to rotation under the NZX Listing Rules
and they retire by rotation at this Annual Meeting.
Being eligible, Paula Rebstock and Alastair Bell offer
themselves for re-election and Jonathan Mason also
offers himself for re-election but only until the end of the
2023 annual meeting of the Company. The Board has
determined that Jonathan Mason and Paula Rebstock
are Independent Directors (as defined by the NZX
Listing Rules). Paul Hutchison and Alastair Bell are not
Independent Directors, as they are Trustees of Entrust.
In addition, the Board recommends that Doug McKay
be appointed as a new director of the Company with
effect from 1 October 2022. Doug McKay, being eligible,
offers himself for election. Biographical details for Doug
McKay and the other directors proposed to be elected
or re-elected by rotation are set out on page 9. Under
the NZX Listing Rules, the amount of the directors’ fee
pool will be increased by the average amount being
paid to non-executive directors excluding the Chair, as
a consequence of appointment of Doug McKay as an
additional director.
Explanatory Note 3 – Appointment and Remuneration
of Auditor
Section 207T of the Companies Act 1993 provides that a
company’s auditor is automatically reappointed unless
there is a resolution or other reason for the auditor not to
be reappointed. The Company wishes KPMG to continue
as the Company’s auditor, and KPMG has indicated its
willingness to do so.
Section 207S of the Companies Act 1993 provides that
the fees and expenses of KPMG as auditor are to be
fixed by the Company at the Annual Meeting or in such
a manner as the Company determines at the Annual
Meeting. The Board proposes that, consistent with
past practice, the auditor’s fees should be fixed by
the directors.
Explanatory Note 4 – Alterations to Constitution
This special resolution seeks to alter the Company’s
constitution.
A copy of the proposed altered constitution is available
free of charge by contacting investor@vector.co.nz. You
may also inspect the proposed amended constitution at
https://vector.co.nz/governance.
Clause 26.4
The first proposed change is an amendment to clause
26.4 to allow Entrust to appoint a director to fill a
casual vacancy on the Board which arises as a result of
a director, who at the time of his or her appointment
to the Board was an Entrust Trustee, ceasing to
be a director prior to the end of his or her term of
appointment by reason of the director:
(a) dying, or becoming mentally disordered or subject to
a property order or personal order made under the
Protection of Personal and Property Rights Act 1988;
(b) resigning;
(c) becoming disqualified from being a director;
(d) becoming bankrupt or making an arrangement or
composition with his or her creditors generally; or
(e) having for more than six months been absent without
approval of the Board from meetings of the Board
held during that period.
Clause 34
The second proposed change is to allow the trustees
of Entrust to approve transactions involving more
than 15% of Vector’s Average Market Capitalisation by
providing approval in writing rather than at a meeting
of Vector shareholders, and to include an exception for
transactions between wholly-owned group members,
consistent with the approach taken in other provisions
in the constitution. The change would not apply if the
NZX Listing Rules or Companies Act 1993 also required
approval of such a transaction under listing rule 5.1 or
section 129 of the Companies Act 1993.
Nature of changes
The proposed alterations do not impose or remove a
restriction on Vector’s activities, or affect the rights
attached to Vector shares, and accordingly no rights arise
under sections 110 or 117 of the Companies Act 1993.
The Board unanimously recommends that shareholders
vote in favour of the alterations to the Company’s
constitution.

6
Explanatory Note 5 – Director Remuneration
The NZX Listing Rules require that remuneration
of directors be authorised by ordinary resolution of
shareholders.
Proposed changes:
This resolution seeks shareholder approval to:
a) increase the total annual director fee pool by $281,820
from $805,200 to $1,087,020 (plus GST, if any), which
reflects a 35% increase since the last director fee
increase in 2013, and an increase of 2.53% per annum
over the 12-year period to 2025 (on the basis that
the Board does not anticipate seeking shareholder
approval for any further increases in the directors’
annual fee pool prior to 2026);
b) implement the proposed increase in directors’ fees
over 2 financial years, with the first annual fee pool
of $946,110 (plus GST, if any) to apply to the 2023
financial year and the second annual fee pool of
$1,087,020 (plus GST, if any) to apply from the 2024
financial year and until such time as any further
increase in the total annual fee pool is approved by
shareholders; and
c) change the director fee structure from the current
fixed annual amounts for the Board Chair ($201,300)
and for each Non-Executive Director ($100,650) to an
annual fee pool of a maximum aggregate amount of
$1,087,020 (plus GST, if any), to be divided amongst
the directors as the Board determines from time to
time by resolution of the Board. This approach is the
more flexible structure that most other NZX listed
companies use.
The current and proposed fees by role are summarised in the following table. The Board will allocate the total annual
fee pool consistently amongst the directors via a base fee plus specified fees for each of the committee Chair and
member roles held (excluding the Board Chair). The Board has resolved to allocate the total annual fee pool as set out
in the table but reserves the discretion to reallocate the total annual fee pool, by resolution of the Board, should the
Board need to reconstitute the number of committees or number of members on each committee.
ROLECURRENT FEEFY23 FEE
ONWARDS
FROM FY24 FEE
Board Chair $201,300$ 20 7,6 5 0 *$214,000*
Deputy Board Chair$100,650$108,825**$112,000**
Non-Executive Director$100,650$103,825$107,000
Chair of Audit Committee$0$13,500$27,000
Member of Audit Committee$0$ 7, 5 0 0$15,000
Chair of Risk and Assurance Committee$0$13,500$27,000
Member of Risk and Assurance Committee$0$ 7, 5 0 0$15,000
Chair of People and Remuneration Committee$0$10,000$20,000
Member of People and Remuneration Committee$0$5,000$10,000
Pool for additional attendances$0$6,010$ 17,020
Total (plus GST, if any)$805,200$946,110$1,087,020
*The Board Chair shall not be paid additional fees as Chair or Member of the Audit Committee, Risk and Assurance
Committee or People and Remuneration Committee.
**The Deputy Board Chair fee is calculated as the Non-Executive Director base fee plus a premium of $5000 to reflect
the additional workload of the role. The Deputy Board Chair will also be paid fees for any Committee Chair and / or
Member roles in the same manner as other Non-Executive Directors.
Explanatory Notes continued

7
Background and reasoning for proposed change:
The Board has undertaken a detailed review of the
directors’ remuneration including engaging PwC to
undertake an independent market benchmarking of
the Company’s non-executive director fees against
comparable companies in New Zealand. The purpose of
the review was to assess the appropriateness of the fees
being paid to directors, and ensure that the Company’s
director remuneration practices are consistent with
market trends and its objective of attracting and
retaining high calibre individuals as directors. The
peer group used in PwC’s benchmarking process
included 14 NZX listed companies with comparable
market capitalisations to the Company. A summary
of the PwC benchmarking report can be found at
https://www.vector.co.nz/investors/shareholder-meetings.
The proposed change to an annual director fee pool, and
increase in remuneration reflects that:
a) Directors’ fees have not been increased since 1
October 2013.
b) The Company wishes to introduce fees payable
to committee Chairs and members - currently
there is no ability to compensate directors for the
significant additional attendances and workload
that committee Chair and member roles require. The
Company is unusual when compared to other NZX
listed companies in not paying committee Chair and
member fees and the Company wishes to rectify this
to ensure directors are adequately remunerated for
their roles. The Board wishes to address this issue by
paying both committee Chair and member fees at
approximately the median of the market data which
accounts for just over 74% of the increase sought.
c) The Deputy Board Chair is currently remunerated
the same as a Non-Executive Director. The Company
wishes to increase the remuneration for the Deputy
Board Chair to reflect the additional work associated
with that role. Addressing this issue accounts for less
than 2% of the total increase sought. It is noted that
the current Deputy Board Chair is also Chair of the
People and Remuneration Committee and a member
of the Audit Committee and the Risk and Assurance
Committee and is proposed to be remunerated for
these three roles in the same manner as other Non-
Executive Directors.
d) The Company wishes to offer competitive fees
in order to attract and retain the highest quality
directors – and is seeking to move Board Chair and
Non Executive Director base fees from a below market
position to a level that is at or about the median of the
market. Addressing this issue accounts for just over
18% of the total increase sought. To be noted is that
the Board Chair is a member of the Audit Committee,
Risk and Assurance Committee and People and
Remuneration Committee, however is not proposed
to be remunerated for these three roles.
e) Increasing governance requirements and regulatory
requirements on the Company’s business continue
to increase the workload on directors. The Company
also wishes to have the scope to pay additional fees
to directors for significant additional attendances and
projects as is the norm in the market. The “headroom”
provided for in the total fee pool sought ($17,020 by
year two) accounts for just over 6% of the increase
sought.
f) Based on PwC’s benchmarking report:
i. the Company director fees are positioned below
the median of the peer group market data in all
respects;
ii. the absence of fees for committee chairs and
committee members is a notable difference from
most of the peer group;
iii. an increase in the total current actual directors’
fees of 33% is required to generally bring the fees
to be aligned with the median of the market over
2 financial years (noting that the market median is
likely to move in that period); and
iv. the vast majority of the NZX-50 utilise director
fee pools for the management of non-executive
director fees including headroom and flexibility
to remunerate directors for significant additional
attendances and accordingly the Company’s
current approach is unusual relative to market.
The PwC benchmarking report suggests that
companies typically pay out approximately 80%
of their approved fee pool, and as a consequence
the less than 2% headroom by year two proposed
by the Company is a lower percentage of the pool
than is typical.
The proposed change to an annual director fee pool,
and increase in directors’ remuneration, is therefore
consistent with the market information outlined in the
benchmarking report received from PwC.
For these reasons, the proposed change to an
annual director fee pool, and increase in directors’
remuneration, has the unanimous support of the Board.
Explanatory Notes continued

8
NZ RegCo Waiver:
On 30 June 2019 NZ RegCo granted the Company a
waiver from NZX Listing Rule 6.3.1, to the extent that
Entrust would otherwise be prohibited from voting
in favour of resolutions on director fees. The waiver
renewed a similar waiver granted under previous listing
rules.
The waiver granted is subject to the following
conditions:
a) The Company’s People and Remuneration
Committee commission an independent expert’s
report on the appropriate remuneration level for
directors’ remuneration.
b) There is no distinction between the directors’ fees
payable to the directors who are trustees of Entrust
and the other directors, based solely on whether or
not a director is a trustee of Entrust.
c) The independent members of the Company’s People
and Remuneration Committee provide a certificate to
NZ RegCo stating that:
i. the proposed directors’ fees were set on an arm’s
length and commercial basis; and
ii. the proposed level of directors’ remuneration
is consistent with the level suggested in the
independent expert’s report.
d) Entrust provides written confirmation to NZ RegCo
that:
iii. no trustee of Entrust who has been nominated
to be elected as a director of the Company at this
Annual Meeting or who is currently a director
of the Company and will either continue to be a
director immediately following the Annual Meeting
or will stand for re-election as a director of the
Company at the Annual Meeting will take part in
any decision of the trustees of Entrust on whether
to abstain, or vote for or against, any resolution in
respect of directors’ remuneration; and
iv. neither Entrust nor any Associated Person of
Entrust (other than trustees of Entrust who
are directors of the Company) will receive any
direct or indirect benefit arising from Directors’
remuneration payable by the Company.
e) Details of the waiver, the conditions imposed by NZ
RegCo, the independent expert’s recommendation
and the People and Remuneration Committee’s
certificate, are included in this notice of meeting.
The Company has complied with all such conditions,
and confirms that the independent members of the
People and Remuneration Committee have provided,
and Entrust has been requested to provide, the required
confirmation to NZ RegCo.
NZ RegCo has granted the above waiver on an ongoing
basis, so that it applies to all resolutions, provided that
the above conditions are satisfied and the material facts
on which the waiver is based, and NZX Listing Rules,
remain the same.
Explanatory Notes continued

9
Biographies
Biographical details for the directors seeking election or re-election are set out below.
Dr Paul Hutchison
MB, CHB, FRCOG, FACOG, DIP COM HEALTH, MEMBER OF INSTITUTE OF DIRECTORS
―
Paul was elected to the AECT (now Entrust) in 2015. He is a clinician at East Tamaki
Health Care, a former member of the New Zealand Medical Council as well as
Director of a number of companies and a member of the Institute of Directors. Paul
was the MP for Port Waikato, then Hunua from 1999 – 2014. He chaired the Health
Select Committee from 2008-2014 and was awarded the NZ Medical Association’s
award for outstanding contribution to health services in 2014. His other interests
include science and innovation, sport, music and fishing and he enjoys spending
time with his family.
Jonathan Mason
MBA, MA, BA
―
Jonathan Mason has extensive commercial experience. He has worked in financial
management positions in the oil and gas, chemicals, forest products and dairy
industries in New Zealand and the USA for International Paper, ExxonMobil
Corporation, Cabot Corporation and Fonterra. Jonathan also has experience as a
non-executive director on boards in both New Zealand and the USA and his current
directorships include Air New Zealand Limited, Westpac New Zealand Limited
and Zespri Group Limited. He is also an Adjunct Professor of Management at the
University of Auckland, focusing on finance.
Dame Paula Rebstock
BSc (Econ), Dip & MSc (Econ)
―
Dame Paula Rebstock is a leading Auckland-based economist and company
director, who was made a Dame Companion of the New Zealand Order of Merit in
2015. She is Chair of NZ Healthcare Investments (Asia Pacific Healthcare Group), Kiwi
Group Holdings, National Hauora Coalition, Ngāti Whātua Ōrākei Whai Maia and
the New Zealand Defence Force Board and a director of SeaLink Group, Auckland
One Rail and AIA. Dame Paula is the former Chair of the New Zealand Commerce
Commission.
Alastair Bell
BCOM, CA, CMINSTD, PMP, JP
―
Alastair Bell is a chartered accountant, chartered director and qualified member
of the Project Management Institute. He has more than 30 years’ experience in
the corporate, public and not-for profit sectors. Alastair balances his professional
life between board roles and leading a consultancy specialising in business and
infrastructure projects. He is an elected Trustee of Entrust, chairing the Entrust
board’s Regulation and Policy Committee. Formerly, he was Deputy Chair of
Foundation North. Alastair is also Chair of the Orakei Community Association and a
trustee of the Motutapu Restoration Trust.
Doug McKay
ONZM, BA, AMP (HARVARD)
―
Doug is Chairman of the Bank of New Zealand and Eden Park Trust Board and has
directorships with Genesis, National Australia Bank (NAB), IAG New Zealand Limited
and Fletcher Building Limited. Doug began his career with Procter & Gamble,
working in a number of roles both in New Zealand and overseas and subsequently
worked in Managing Director and Chief Executive roles with Lion Nathan, Carter
Holt Harvey, Goodman Fielder, Sealord and Independent Liquor where he was also
Chairman.
Doug was the inaugural Chief Executive of the amalgamated Auckland Council until
the end of 2013.

10
EDEN PARK LOCATION
G
EDEN PARK
KINGSLAND
TRAIN STATION
New North Rd
Walters Rd
Cricket ave
Raleigh St
Bellwood Ave
Sandringham Rd
Sandringham Rd
Reimers Ave
DIRECTIONS TO EDEN PARK FROM THE SOUTHERN MOTORWAY:
Take the Khyber Pass Road exit and continue until you reach Symonds Street (750m).
Turn left onto Symonds Street (160m) keep right and continue onto New North Road (500m).
Stay on New North Road (900m) then take a slight left onto Sandringham Road (850m).
Turn left onto Reimers Ave (400m).
Entry and free parking is available in Car Park P5 off Reimers Avenue, please enter via Gate G.
Security will assist with directing you to the nearest available car parking spaces.
Take the lift to Level 4 and enter the World Cup Lounge.
How to get there
The closest train station is Kingsland train station.
For full route, timetable and fare information call Auckland Transport
on 09 366 6400 or 0800 10 30 80 or visit www.at.govt.nz/bus-train-ferry
CAR P5 PARK

11
Virtual Meeting Guide
HOW TO PARTICIPATE IN VECTOR’S
VIRTUAL MEETING
Attending the meeting online
Our online meeting provides you the opportunity
to participate online using your smartphone, tablet
or computer.
If you choose to attend online you will be able to view a
live webcast of the meeting, ask questions and submit
your votes in real time.
You will need the latest version of Chrome, Safari or
Edge. Please ensure your browser is compatible.
Visit: https://meetnow.global/nz
ACCESS
Access the online meeting at
https://meetnow.global/nz, and select the required
meeting. Click ‘JOIN MEETING NOW’.
If you are a shareholder:
Select ‘Shareholder’ on the login screen and enter your
CSN/Holder Number and Post Code. If you are outside
New Zealand, simply select your country from the drop
down box instead of the post code. Accept the Terms
and Conditions and click Continue.
If you are a guest:
Select Guest on the login screen. As a guest, you will be
prompted to complete all the relevant fields including
title, first name, last name and email address.
Please note, guests will not be able to ask questions or
vote at the meeting.
If you are a proxy holder:
You will receive an email invitation the day before the
meeting to access the online meeting. Click on the link
in the invitation to access the meeting.
Contact
If you have any issues accessing the website please call
+64 9 488 8700.
NAVIGATION
When successfully authenticated, the home screen
will be displayed. You can watch the webcast, vote,
ask questions, and view meeting materials in the
documents folder. The image highlighted blue indicates
the page you have active.
The webcast will appear and begin automatically once
the meeting has started.
Voting
Resolutions will be put forward once voting is declared
open by the Chair. Once the voting has opened, the
resolution and voting options will appear.
To vote, simply select your voting direction from the
options shown on screen. You can vote for all resolutions
at once or by each resolution.
Your vote has been cast when the green tick appears. To
change your vote, select ‘Change Your Vote’.
Q&A
Any eligible shareholder/proxy attending the meeting
remotely is eligible to ask a question.
Select the Q&A tab and type your question into the box
at the bottom of the screen and press ‘Send’.

VECTOR.CO.NZ

---

Lodge your proxy
Online
www.investorvote.co.nz
By Email
corporateactions@computershare.co.nz

By Mail
Computershare Investor Services Limited
Private Bag 92119, Auckland 1142,
New Zealand
By Fax
+64 9 488 8787
FOR ALL ENQUIRIES CONTACT
+64 9 488 8777
GO ONLINE TO LODGE YOUR PROXY OR TURN OVER TO COMPLETE THE FORM

www.investorvote.co.nz
Lodge your proxy online, 24 hours a day, 7 days a week:
Your secure access information
Control Number:
CSN/Securityholder Number:
PLEASE NOTE: You will need your CSN/Securityholder Number and post code to securely access InvestorVote
and then follow the prompts to appoint your proxy and provide voting instructions online.
ADMISSION CARD: If you wish to attend the Vector Annual Meeting on Thursday 29 September 2022 at 2.00pm
at the World Cup Lounge, Level 4, Eden Park, Reimers Avenue, Mount Eden, Auckland, please bring this form to
the meeting as your admission card to assist registration.
HYBRID MEETING: If the COVID-19 situation deteriorates, Vector may determine that the 2022 Annual Meeting
will move to being a virtual meeting only. If this occurs, we will provide shareholders with as much notice as is
reasonably practicable via the NZX. Details of how to attend the Annual Meeting virtually are set out in the
Virtual Meeting Guide.
Smartphone?
Scan the QR code
to vote now.
FOR YOUR PROXY APPOINTMENT TO BE
EFFECTIVE IT MUST BE RECEIVED BY
2.00PM ON TUESDAY 27 SEPTEMBER 2022
HOW TO VOTE ON ITEMS OF BUSINESS
All your securities will be voted in accordance with your directions.
APPOINTMENT OF PROXY
1. All registered shareholders as at 5.00pm on Monday 26 September
2022 are entitled to attend and vote at the Meeting or to appoint a
proxy or a representative (in the case of a corporate shareholder)
to attend and vote on their behalf:
(a) a proxy need not be a shareholder of Vector Limited (the
“Company”);
(b) if you wish, you may appoint the “Chair of the Meeting” as your
proxy;
(c) if the shares are held jointly, the appointment of the proxy is on
behalf of each joint holder;
(d) the person signing this form represents and warrants it is duly
authorised to do so.
2. If the shares are held jointly, the voting instructions given are on
behalf of each joint holder.
3. The Chair of the Meeting at the Annual Meeting is normally the Chair
of the Vector Board, or, in his absence, another director of Vector. If a
shareholder wishes to appoint the Chair of the Meeting as their proxy
and direct how their proxy is to vote, the shareholder should tick the
“for” or “against” or “abstain” box in respect of the relevant resolution.
If a shareholder leaves the “for” and “against” and “abstain” boxes for
any resolution blank, the Chair of the Meeting who has been
appointed as the shareholder’s proxy will be able to exercise the
shareholder’s vote on that resolution at their discretion.
4. If a shareholder appoints any director of Vector as their proxy, and
does not direct the director appointed as proxy how to vote, their vote
will be exercisable by that director at that director’s discretion.
5. If, in appointing a proxy, you have inadvertently not named someone to
be your proxy (either online or on this proxy form), or your named proxy
does not attend the meeting, the Chair of the Meeting will be your
proxy and will vote in accordance with your express direction.
ELECTRONIC VOTING
You can appoint a proxy to cast your vote electronically by accessing
InvestorVote (www.investorvote.co.nz) in accordance with the above
instructions. Use this option if you will NOT be attending the Meeting and
wish to lodge your proxy electronically. Do not return this form if you have
lodged your proxy using InvestorVote.
HYBRID MEETING
The hybrid meeting will be accessible on both desktop and mobile devices.
Please refer to the Virtual Meeting Guide that accompanies this Proxy/Voting
Form.
INSTRUCTIONS FOR POSTAL PROXY FORMS
Individual
Where the holding is in one name, the shareholder must sign.
Joint Holding
At least one joint shareholder should sign this form (on behalf of all joint
shareholders). In the case of joint shareholders, if the shareholders appoint
different voting proxies, the vote of the proxy appointed by the f irst named
shareholder will be counted.
Power of Attorney
Where the form of proxy is signed by an attorney, the Power of Attorney
under which it is signed if not previously produced to the Company, must
accompany the proxy form.
Companies
A proxy granted by a company must be signed by a duly authorised off icer
or attorney.
Corporate Representative
If a representative of a corporate security holder or proxy is to attend the
meeting you will need to provide the appropriate “Certif icate of
Appointment of Corporate Representative” prior to admission.
Mailing
If mailing the proxy form within New Zealand, please use the Business Reply
Paid envelope enclosed; seal and mail. No postage is required. If mailing the
proxy form f rom outside New Zealand, you must aff ix the necessary postage
f rom the country of mailing.
PROXY/VOTING FORM

Proxy form
STEP 1 APPOINT A PROXY TO VOTE ON YOUR BEHALF
I/WE
being a shareholder/shareholders of Vector Limited appoint:
of
(full name of proxy) (full address)
or failing him/her: of
(full name of proxy) (full address)
As my/our proxy to vote for me/us on my/our behalf at the Annual Meeting of Vector Limited to be held at the World Cup Lounge, Level 4, Eden Park,
Reimers Avenue, Mount Eden, Auckland on Thursday 29 September 2022 at 2.00pm and at any adjournment thereof; and to vote any resolution, on
any resolution so amended and on any other resolution proposed. No amendments to resolutions proposed or resolutions f rom the floor will be accepted.
If your proxy is not the Chair of the Meeting or any director of the Company, please ensure that you provide their contact details (phone and email
address). If this information is not provided, we cannot guarantee admission to the virtual meeting for your proxy.
STEP 2 ITEMS OF BUSINESS – VOTING INSTRUCTIONS/BALLOT PAPER (A poll will be called on all resolutions)
Instruct your proxy to vote by placing an “X” in the relevant box. If you want him or her to decide how to vote on the resolutions, please mark the box
“Proxy Discretion”. Please note that if you mark the “Abstain” box for an item, you are directing your proxy not to vote on your behalf on the poll and your
votes will not be counted in counting the required majority. The Chair intends to vote all discretionary proxies in favour of resolutions 1 to 8.
ORDINARY BUSINESSFORAGAINSTABSTAIN
PROXY
DISCRETION
Election and Re-election of Directors
1.
To elect Paul Hutchison as a Director of the Company.
2.To re-elect Jonathan Mason as a Director of the Company for a further one year term
ending on the date of the 2023 annual meeting of the Company.
3.
To re-elect Paula Rebstock as a Director of the Company.
4.
To re-elect Alastair Bell as a Director of the Company.
5. To elect Doug McKay as a Director of the Company with effect on and f rom
1 October 2022.
Appointment and Remuneration of Auditor
6.To record the automatic reappointment of the Auditor, KPMG, and to authorise the
directors to f ix the remuneration of the Auditor for the ensuring year.
Alterations to Constitution
7.To alter Vector’s constitution in the form and manner described in the Notice of
Meeting, with effect f rom the close of the Annual Meeting.
Director Remuneration
8.That directors’ fees be set as a total annual fee pool, and increase over two f inancial
years by $281,820 f rom $805,200 to $1,087,020 (plus GST, if any), with the f irst annual
fee pool to apply to the 2023 f inancial year, and to be divided among the directors as
the Board determines, as more particularly described in the Notice of Meeting.
(Please refer to the Notice of Meeting for details of the resolution.)
SIGN SIGNATURE OF SHAREHOLDER(S) This section must be completed.
Shareholder 1Shareholder 2 (if applicable)Shareholder 3 (if applicable)
Individual/Director/authorised signatory/attorney Individual/Director/authorised signatory/attorney Individual/Director/authorised signatory/attorney
Contact Name
Contact Daytime Telephone Date
Shareholders can still attend the meeting electronically, even if they have appointed a proxy (although they will not be
able to vote if a proxy has been appointed).
Annual meeting of Vector Limited to be held
at the World Cup Lounge, Level 4, Eden Park,
Reimers Avenue, Mount Eden, Auckland on
Thursday 29 September 2022 at 2.00pm.
ATTENDANCE SLIP