Steel & Tube – Notice of 2022 Annual Shareholders’ Meeting

NOTICE OF
2022 ANNUAL
MEETING OF
SHAREHOLDERS
Notice is hereby given that the 2022 Annual Shareholders’
Meeting of Steel & Tube Holdings Limited (the
“Company” or “Steel & Tube”) will be held as follows:
Date and time: Friday 30 September 2022, commencing
at 10.30am
Venue: Pakuranga Hunt Room, Ellerslie Event Centre,
80-100 Ascot Avenue, Ellerslie, Auckland
Online: https://meetnow.global/nz
Steel & Tube may, in its sole discretion, elect to hold
the Annual Shareholders’ Meeting as an online-only
meeting if it considers there are potential risks to the
health of meeting attendees or if an in-person meeting
is prohibited by law. In such circumstances, the company
will provide shareholders with as much notice as is
reasonably practicable by way of an announcement to the
NZX and on the company’s website.
Dear Shareholder
On behalf of the Board and Management of Steel
& Tube, we are delighted to invite you to attend
our Annual Meeting on Friday 30 September 2022.
This is an opportunity for you to meet the
Directors and Management team and hear more
about Steel & Tube’s strategy and our progress.
We were pleased to deliver a record result for
FY22, as we benefit from a strong business
foundation, clear strategy for growth, and the
efforts of our great team of people.
You are able to attend the meeting in person or
online. Included in this Notice of Meeting are
instructions on how to have your say by voting on
resolutions. If you cannot attend, we encourage
you to complete and lodge the proxy form in
accordance with the instructions on the back
of that form.
We encourage shareholders to receive
communications from Steel & Tube by email.
This ensures you receive communications in
a timely manner, saves money and is better
for the environment. To sign up for email
communications, please follow the instructions
on the top of page 2 of the proxy form.
We look forward to updating you on our progress
and our strategy at the Meeting.
Ngā mihi
Susan Paterson
Chair

AGENDA
1. CHAIR AND MANAGEMENT PRESENTATIONS
2. SHAREHOLDER DISCUSSION
3. RESOLUTIONS:
To consider and, if thought fit, pass the following ordinary resolutions:
RESOLUTION 1: AUDITORS REMUNERATION
That the Directors be authorised to fix the fees and expenses of KPMG as the company’s auditor.
RESOLUTION 2: RE-ELECTION OF JOHN BEVERIDGE
That John Beveridge, who retires by rotation and is eligible for re-election, be re-elected as a Director of
the Company.
RESOLUTION 3: ELECTION OF ANDREW FLAVELL
That Andrew Flavell, who was appointed as a Director by the Board during the year, be elected as a Director
of the Company.
RESOLUTION 4: DIRECTORS’ REMUNERATION
To authorise, for the purpose of NZX Main Board Listing Rule 2.11, an increase in the total amount of
remuneration payable per annum to non-executive Directors from $575,000 to $642,500 an increase of
$67,500 (12% - an average of 2.3% per annum for the past five years), to be paid and allocated to the non-
executive Directors as the Board considers appropriate.
Further information relating to the resolutions is set out in the Explanatory Notes to this Notice of Meeting.
4. OTHER BUSINESS
The Board and Management invite attendees to join them for light refreshments at the end of the Meeting.
By Order of the Board of Directors
Richard Smyth
Authorised Officer
1 September 2022
IMPORTANT DATES AND TIMES
- Latest time for receipt of proxy forms:
10.30am on Wednesday 28 September 2022
- Time for determining voting entitlement at the Meeting:
5.00pm on Wednesday 28 September 20221
- Annual Meeting:
10.30am on 30 September 2022

EXPLANATORY NOTES
In these explanatory notes, references to “Listing Rules” are to the NZX Listing Rules. Resolutions 1 to 4 are Ordinary
Resolutions and require approval by a simple majority (greater than 50%) of the votes of those shareholders entitled to vote
and voting on the resolution.
RESOLUTION 1: AUDITOR’S REMUNERATION
Under section 207T of the Companies Act 1993, KPMG is automatically reappointed as the auditor of the company.
This resolution authorises the Board to fix the fees and expenses of the auditor in accordance with section 207S of the
Companies Act 1993.
Election and Re-Election of Directors
The Listing Rules provide that a Director must not hold office (without re-election) past the third annual meeting after his or
her appointment or re-election, or for three years, whichever is longer. Accordingly, John Beveridge retires by rotation and,
being eligible, has offered himself for re-election.
The Listing Rules require that any person who is appointed as a Director by the Board shall retire from office at the next
Annual Shareholders’ Meeting but shall be eligible for election at that meeting. Andrew Flavell was appointed to the Board
during the year and accordingly is standing for election by shareholders.
The Board has a skills matrix which identifies the skill set which the Board believes adds value to Steel & Tube. Directors’
capabilities are considered as a collective against this skills matrix and the Board believes that the current Directors offer
valuable and complementary skill sets. Importantly, the majority of Steel & Tube’s Directors have either worked in, or are
involved in directorships, in the sector.
SKILLS MATRIX
DIRECTOR EXPERTISEHighModerate
Governance
•••••
People, Culture and ER
••••••
Digital Technology and Change
••••
Logistics, Supply Chain & Procurement
••••••
Steel Industry
••••
M&A
•••••
HSQET and associated systems
•••••
Sales Marketing and Brand
••••
Commercial
••••••
Financial Acumen (F&A)
•••••••
Manufacturing
••••
Construction/ Infrastructure
•••
Business Turnaround
••••••

RESOLUTION 2: RE-ELECTION OF JOHN BEVERIDGE
Appointed: 14 August 2019
Board Roles: Independent Director. Member Quality, Health, Safety & Environment Committee. Member Audit and Risk
Committee. Member Nomination Committee.
John has held senior roles in steel distribution and steel manufacturing, including as CEO of Placemakers. Over a 30 year
career, he held leadership roles in large firms such as Lion Nathan and Barclays Bank. He currently sits on the boards of
Horizon Energy Group, NZ Scaffolding Group (Chair) and Door+Window Systems Auckland.
The Board unanimously supports John’s re-election.
RESOLUTION 3: ELECTION OF ANDREW FLAVELL
Appointed: 1 October 2021
Board Roles: Independent Director. Member Audit and Risk Committee. Member Nomination Committee.
Andrew Flavell was appointed in October 2021. He has extensive international experience in the Information Technology
space, having previously held leadership roles at both Microsoft and Nike in the USA. He has led large teams driving
digital transformations and delivering compelling consumer experiences and has experience in distributed computing,
Personalization and Loyalty, Privacy and Security, and AI and machine learning. In the roles he has held over the past 30
years he has also contributed significantly to risk management and governance in the application of digital technologies.
Andrew’s extensive experience is of significant value to Steel & Tube and meets a need identified in the Board skills matrix.
The Board unanimously supports Andrew’s election.
RESOLUTION 4: INCREASE IN DIRECTORS’ REMUNERATION
Steel & Tube’s Policy is to offer competitive Directors’ fees to attract and retain high quality, appropriately skilled Directors,
who will best add value to the Company. Total remuneration was last approved by shareholders in November 2017. Since that
time, the company has successfully completed a re-set and turn around programme, which is reflected in the significant
structural changes in the business and the record results delivered in FY22. The Board has been refreshed and has recently
expanded from five to six Independent Directors.
The Board undertakes regular reviews with the most recent external view conducted in 2021. Feedback highlighted strengths
of the Board including:
• Business turnaround: great progress made and on a positive trajectory
• Board Culture: collegial culture and excellent approach from the Chair in encouraging free expression of views
• Engagement with Management: Management positive and appreciative of the Board‘s approach
An increase in Directors’ remuneration requires shareholder approval by Ordinary Resolution, in accordance with Listing Rule 2.11.
Steel & Tube engaged the NZ Institute of Directors to provide market data and make recommendations on appropriate
Director remuneration levels, taking into consideration other NZX listed companies of similar size, turnover and market
capitalisation, as well as those in a similar sector. A summary of the report can be viewed on the Steel & Tube website at
https://steelandtube.co.nz/investor/annual-meetings.
The Board recommends that the total Directors’ remuneration payable annually to all Non-Executive Directors taken together
for their services as Directors of the Company be increased by $67,500 per annum, from $575,000 (which was approved in
November 2017) to $642,500. This reflects an increase in aggregate fees of 12% (an average increase of 2.3% per annum) over
the past five years. This is in line with the level recommended in an independent remuneration report from the NZ Institute
of Directors. The increase, with approval of this resolution by shareholders, will take effect for the FY23 financial year.
The Board believes the proposed increase is fair and reasonable to the Company and shareholders and will help to attract and
retain highly qualified and suitably experienced Directors to the Board.

The Board currently intends to allocate the aggregate pool of Directors’ fees to the Non-Executive Directors based on their
responsibilities, as set out below:
RoleQuantity
Current
allocation
Proposed
allocation
Amount of
increase
Chair1$145,000$165,000$20,000
Committee Chair – Audit & Risk; QHSE2$10,000$15,000$5,000
Committee Chair – People & Culture 1$5,000$10,000$5,000
Director Fees5$75,000$ 8 7, 5 0 0$12,500
Special Pool-$30,000--
To t a l $575,000$642,500$67,500
PROCEDURAL NOTES
ENTITLEMENT TO VOTE
The only persons entitled to vote at the Annual Meeting are registered shareholders of the Company at 5pm on Wednesday
28 September 2022 and only the shares registered in those shareholders’ names at the time may be voted at the Meeting in
person or by proxy.
Under NZX Listing Rule 6.3, all Directors intended to receive a payment under Resolution 4 and their Associated Persons
(as that term is defined in the Listing Rules) are prohibited from voting in favour of Resolution 4. If you appoint such a
Director or any person who is an Associated Person of such a Director as your proxy, that person will only be able to vote
on Resolution 4 in accordance with your express instructions. The Directors cannot exercise their discretion on how to
vote on Resolution 4 given that the resolution relates to approving their remuneration.
PROXIES AND CORPORATE REPRESENTATIVES
Any shareholder who is entitled to vote at the Annual Meeting may appoint a proxy (or in the case of a corporate
shareholder, a representative) to attend and vote on their behalf. A proxy does not have to be a shareholder in the Company.
A shareholder may appoint the Chair of the Meeting, or another person, to act as proxy.
A shareholder wishing to appoint a proxy can do so by:
• Completing the enclosed Proxy/Voting Form and returning it by mail, email or fax to Computershare Investor Services
Limited; or
• Appointing a proxy online at www.investorvote.co.nz in accordance with the instructions set out in the enclosed Proxy/
Voting Form
so as to ensure it is received by 10.30am on Wednesday 28 September 2022 (being 48 hours before the time for holding the
Annual Meeting).
The contact details for Computershare Investor Services Limited are:
Private Bag 92119, Auckland 1142, New Zealand
Fax +64 9 488 8787
Email: corporateactions@computershare.co.nz
If you appoint a proxy, you may either direct your proxy how to vote for you or you may give your proxy discretion to vote
as s/he sees fit. If you wish to give your proxy discretion, you must mark the appropriate boxes to grant your proxy that
discretion. If you do not tick any box for a particular resolution, or the form is otherwise unclear, then your proxy will abstain
from voting. If you mark more than one box on an item, your vote will be invalid on that item.
If, in appointing a proxy, you inadvertently do not name 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.

The Chair and the Directors intend to vote proxies granted to them and marked ‘Proxy Discretion’ in favour of the resolutions.
In accordance with NZX Listing Rule 6.3.1, all Directors intended to receive a payment under Resolution 4 and their Associated
Persons (as that term is defined in the NZX Listing Rules) are prohibited from voting in favour of Resolution 4. If you appoint such
a Director or any person who is an Associated Person of such a Director as your proxy, that person will only be able to vote on
Resolution 4 in accordance with your express instructions.
Please see the Proxy/Voting Form for further details and instructions.
PARTICIPATING ONLINE
As well as attending the Meeting in person, shareholders are also able to attend the meeting virtually through the
Computershare Meeting Platform https://meetnow.global/nz.
Select the Steel & Tube meeting and click ‘JOIN MEETING NOW’. Shareholders will be able to view the presentations, vote on
the resolutions to be put to shareholders and submit questions, by using their own computers or mobile devices.
To participate online, you will require your Shareholder Number (which can be found on your Proxy Form) and your postcode
for verification purposes.
Please refer to the Virtual Meeting Guide available at www.computershare.com/vm-guide-nz for more information.
Shareholders are encouraged to review this guide before seeking to access the online Meeting.
QUESTIONS
Steel & Tube offers a facility for shareholders to submit questions to the Board in advance of the Annual Meeting.
Questions should be relevant to matters at the Annual Meeting, including matters arising from the financial statements,
general questions regarding the performance of the Company, and questions which relate to the resolutions. The Company
has the discretion as to which of these questions will be addressed at the Annual Meeting.
Please submit questions by email to: investor@steelandtube.co.nz. Please write ‘Questions from Shareholders’ in the subject
line of the email.
There will also be the opportunity for shareholders and proxy holders to ask questions during the Annual Meeting, both in
person and online.
MEETING PRESENTATION AND ANNUAL REPORT
The Meeting presentations and voting results will be released to the NZX and published on the Company website at:
https://steelandtube.co.nz/investor/annual-meetings.
A copy of Steel & Tube’s latest Annual Report is publicly available, and copies of future Shareholder Reports will be available,
on the company website at https://steelandtube.co.nz/investor/reports.
You may, at any time, request a free copy of the most recent and future Shareholder Reports. If you wish to do so, please
update your communication preferences by visiting the Computershare Investor Centre at www.investorcentre.com/nz.
Existing users should login and update their communication preferences in the ‘My Profile’ page. For new users, click on
‘Register Now’ and follow the steps to create your User ID and password. After that, you will access the service with your
own User ID. Alternatively, your request can be emailed to ecomms@computershare.co.nz (Please use “STU Report” as
the subject line for easy identification) or by contacting Computershare on (09) 488 8777 between 8.30am and 5.00pm
Monday to Friday.

---

Online
www.investorvote.co.nz
By Mail
Computershare Investor Services Limited
Private Bag 92119, Auckland 1142, New Zealand
By Fax
+64 9 488 8787
Lodge your proxy
For all enquiries contact
+64 9 488 8777
corporateactions@computershare.co.nz
Your secure access information
Control Number: CSN/Securityholder Number:
PLEASE NOTE: You will need your CSN/Securityholder Number and postcode or country of residence (if outside New Zealand)
to securely access InvestorVote and then follow the prompts to appoint your proxy or exercise your vote online.
www.investorvote.co.nz
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 before 10.30am on Wednesday, 28 September 2022.
Proxy/Voting Form
How to Vote on Items of Business
All your securities will be voted in accordance with your directions.
Appointment of Proxy
If you do not plan to attend the meeting, you may appoint a proxy. The Chair of
the meeting, or any other Director, is willing to act as proxy for any shareholder
who wishes to appoint him or her for that purpose. To do this, enter ‘the Chair’
or the name of your proxy in the space allocated in ‘Step 1’of this form.
Alternatively you can appoint a proxy online at www.investorvote.co.nz.
If, in appointing a proxy, you inadvertently do not name 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. The Chair and the Directors intend
to vote proxies granted to them and marked ‘Proxy Discretion’ in favour of the
resolutions. In accordance with NZX Listing Rule 6.3.1, all Directors intended
to receive a payment under Resolution 4 and their Associated Persons (as that
term is defined in the NZX Listing Rules) are prohibited from voting in favour of
Resolution 4. If you appoint such a Director or any person who is an Associated
Person of such a Director as your proxy, that person will only be able to vote on
Resolution 4 in accordance with your express instructions.
Voting of your holding
Direct your proxy how to vote by marking one of the boxes opposite each item
of business. If you do not tick any box for a particular resolution, or the form is
otherwise unclear, then your proxy will abstain from voting. If you mark more
than one box on an item your vote will be invalid on that item.
Attending the Meeting
Bring this form to assist registration. If a representative of a corporate
securityholder is to attend the meeting you may need to provide evidence of
your authorisation prior to admission.
Attending the Meeting Virtually
You can attend the meeting virtually through the Computershare Meeting Platform
https://meetnow.global/nz. Select the Steel & Tube meeting and click ‘JOIN
MEETING NOW’ Please refer to the Virtual Meeting Guide available at
www.computershare.com/vm-guide-nz for more information.
Signing Instructions for Postal Forms
Individual
Where the holding is in one name, the securityholder must sign.
Joint Holding
At least one joint securityholder should sign this form (on behalf of all joint
securityholders). If different joint securityholders purport to appoint different
proxies, the vote of the proxy appointed by the first named joint securityholder
will prevail.
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 should be produced to
the Company with this Proxy Form.
Companies
This form must be signed by a Director, authorised signatory or attorney.
Please sign in the appropriate place and indicate the office held.
Comments & Questions
If you have any comments or questions for the company, please write them on
a separate sheet of paper and return with this form.
Go online to lodge your proxy or turn over to complete the form.
HYBRID MEETING
Steel & Tube may, in its sole discretion, elect to hold the Annual Shareholders’ Meeting as an online-only meeting if it considers there
are potential risks to the health of meeting attendees or if an in-person meeting is prohibited by law.
In such circumstances, the company will provide shareholders with as much notice as is reasonably practicable by way of
an announcement to the NZX and on the company’s website.

Appoint a Proxy to Vote on Your Behalf
STEP 1
Proxy/Voting Form
Please note: If you mark the Abstain box for an item, you are directing your proxy not to vote on your behalf on a poll and your votes will not be
counted in computing the required majority.
hereby appointof
or failing him/herof
I/We being a shareholder/s of Steel & Tube Holdings Limited
as my/our proxy to act generally at the meeting on my/our behalf and to vote in accordance with the following directions at the Annual Shareholders’ Meeting of
Steel & Tube Holdings Limited to be held in the Pakuranga Hunt Room, Ellerslie Event Centre, 80-100 Ascot Ave, Ellerslie, Auckland, New Zealand, on Friday,
30 September 2022, commencing at NZT 10.30am and at any adjournment of that meeting.
Items of Business - Voting Instructions/Ballot Paper
STEP 2
Resolutions
Proxy
DiscretionFor
Against
Abstain
Signature of Securityholder(s) This section must be completed.
SIGN
or Individual/Authorised Officer or attorneyor Individual/Authorised Officer or attorneyor Individual/Authorised Officer or attorney
Securityholder 1Securityholder 2Securityholder 3
Contact Name Contact Daytime Telephone Date
Resolution 1
That the Directors be authorised to fix the fees and expenses of KPMG as the company’s auditor.
Resolution 2

That John Beveridge, who retires by rotation and is eligible for re-election, be re-elected as a Director of
the Company.
Resolution 3
That Andrew Flavell, who was appointed as a Director by the Board during the year, be elected as a
Director of the Company.
Resolution 4
To authorise, for the purpose of NZX Main Board Listing Rule 2.11, an increase in the total
amount of remuneration payable per annum to non-executive Directors from $575,000 to $642,500
an increase of $67,500 (12% - an average of 2.3% per annum for the past five years), to be paid and
allocated to the non-executive Directors as the Board considers appropriate.
Elect Electronic Communications
Want to receive your communications quickly? Elect electronic communications by providing your email address below
(By providing an email address above it is acknowledged that all communications for my portfolio will be received electronically where offered)
Email Address
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):
ATTENDANCE SLIP
Annual Shareholders’ Meeting of Steel & Tube Holdings Limited
to be held in the Pakuranga Hunt Room, Ellerslie Event Centre,
80-100 Ascot Ave, Ellerslie, Auckland, New Zealand, on
Friday, 30 September 2022, commencing at NZT 10.30am.