Notice of Annual Shareholder Meeting

Meridian Energy Limited.
Notice of Annual Shareholder Meeting.
Changing Step.
Together.
18 October 2022

The Annual Shareholder Meeting (ASM)
of Meridian Energy Limited (NZ 938552)
(ARBN 151 800 396) will be held at World
Cup Lounge, Level 4, South Stand, Eden
Park, Reimers Avenue, Kingsland, Auckland,
New Zealand on Tuesday, 18 October 2022,
commencing at 10.00am. The ASM will
also be available virtually through
Computershare’s Meeting Platform.
Important dates and times
All times are in New Zealand time.
Vote-eligibility date for voting entitlements
for the Annual Shareholder Meeting:
14 October 2022, 5.00pm
Latest time for receipt of postal votes
and proxy forms:
16 October, 10:00am
Annual Shareholder Meeting:
18 October 2022, 10.00am

1
MERIDIAN ENERGY LIMITED
NOTICE OF ANNUAL SHAREHOLDER MEETING
All shareholders will have the
opportunity to attend and
participate in the 2022 ASM
virtually (using computers, laptops,
tablets or smartphones). In order to
participate virtually you will need
to visit Computershare’s Meeting
Platform meetnow.global/nz
To access the meeting, click
‘Go’ under the Meridian Energy
Limited meeting, then click ‘
JOIN MEETING NOW’. By using
the meeting platform you will
be able to watch the meeting,
vote and ask questions online
using a computer, laptop, tablet
or smartphone. 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.
Hybrid
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.
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 and ask questions,
by using their own computers or
mobile devices. Shareholders will
still be able to cast a postal vote
or 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.
Please note that not all questions
may be able to be answered
during the meeting. Further
details of how to participate
virtually are provided in the
accompanying Virtual Meeting
Guide, with instructions for
accessing the virtual meeting.
Shareholders are encouraged to
review this prior to the ASM.
Shareholders will require their
CSN/Securityholder Numbers,
which can be found in their email
broadcasts and on their proxy
forms, for verification purposes.

MERIDIAN ENERGY LIMITED
NOTICE OF ANNUAL SHAREHOLDER MEETING
2
Business
A. Chair’s address
B. Chief Executive’s review
C. Shareholder questions
D. Ordinary business
To consider and, if thought appropriate, pass the
following Ordinary Resolutions:
Resolution 1:
Re-election of Michelle Henderson:
That Michelle Henderson, who retires by rotation
and is eligible for re-election, be re-elected as a
Director of the Company.
Resolution 2:
Re-election of Julia Hoare:
That Julia Hoare, who retires by rotation and
is eligible for re-election, be re-elected as a
Director of the Company.
Resolution 3:
Re-election of Nagaja Sanatkumar:
That Nagaja Sanatkumar, who retires by rotation
and is eligible for re-election, be re-elected as a
Director of the Company.
Resolution 4:
Election of Graham Cockroft:
That Graham Cockroft (appointed as a Director
of the Company by the Board with effect from
26 July 2022), who retires and is eligible for election,
be elected as a Director of the Company.
For further detail, see the Explanatory Note.
Jason Woolley
Company Secretary
12 September 2022

3
MERIDIAN ENERGY LIMITED
NOTICE OF ANNUAL SHAREHOLDER MEETING
The NZX Listing Rules (Listing Rules)
require that a Director must not
hold office (without re-election)
past the third annual meeting
following their appointment or
three years, whichever is longer.
Accordingly, Michelle Henderson
retires and offers herself for
re-election by shareholders
at this ASM.
The Board has determined, in
its view, that Michelle Henderson
is an Independent Director
(as defined in the Listing Rules).
Explanatory
notes
Resolution 1
Re-election of Michelle Henderson
MICHELLE HENDERSON
BE (Hons), CMinstD
Michelle joined the Meridian
board in October 2019. Michelle
serves on the Safety and
Sustainability Committee and
the Audit and Risk Committee.
She has extensive engineering
and industrial expertise, with
more than 20 years of experience
in the Australasian heavy industry
sector. Based in Invercargill,
Michelle is currently on the
board on Fulton Hogan, Cycling
New Zealand Incorporated, South
Port NZ Limited and Awarua
Holdings Limited.
Michelle is a former executive of
Rio Tinto, both in New Zealand
and Australia. She previously
held the role of Chief Operating
Officer of PowerNet, an electricity
distribution company. Michelle
has experience in health and
safety, infrastructure, and risk
management.

4
MERIDIAN ENERGY LIMITED
NOTICE OF ANNUAL SHAREHOLDER MEETING
The Listing Rules require that a
Director must not hold office
(without re-election) past the
third annual meeting following
their appointment or three years,
whichever is longer.
Accordingly, Julia Hoare retires
and offers herself for re-election
by shareholders at this ASM.
The Board has determined, in
its view, that Julia Hoare is an
Independent Director (as
defined in the Listing Rules).
Resolution 2
Re-election of Julia Hoare
JULIA HOARE
BCom, FCA, CMinstD
Julia Hoare joined the Meridian
board 26 September 2019.
Julia is Chair of the Audit and
Risk Committee.
Julia has extensive governance,
financial, and commercial
expertise. She has a very strong
governance pedigree and is
currently President and Chair of the
Institute of Directors, Chair of Port
of Tauranga, and a Director of
Auckland International Airport
and a2 Milk. During her executive
career, Julia was a partner at PwC
for two decades where she gained
significant sustainability, financial
and tax experience.
In addition to significant commercial
and financial experience in both
the private and public sectors,
Julia’s skills also span infrastructure,
logistics, utilities, and sustainable
business practices.

5
MERIDIAN ENERGY LIMITED
NOTICE OF ANNUAL SHAREHOLDER MEETING
The Listing Rules require that a
Director must not hold office
(without re-election) past the
third annual meeting following
their appointment or three years,
whichever is longer.
Accordingly, Nagaja Sanatkumar
retires and offers herself for
re-election by shareholders
at this ASM.
The Board has determined, in
its view, that Nagaja Sanatkumar
is an Independent Director (as
defined in the Listing Rules).
Resolution 3
Re-election of Nagaja Sanatkumar
NAGAJA SANATKUMAR
MBA, BTech CE, CMinstD
Nagaja Sanatkumar joined the
Meridian Board in January 2020.
She serves on the People and
Remuneration, and Safety and
Sustainability Committees.
Nagaja has an impressive
international career including
senior roles at both Amazon
and Expedia. While at Amazon,
she led various facets of Online
Grocery, Trade In and Rentals,
which built on her expertise
across retail, customer experience
innovation, P&L ownership, and
digital technology.
Nagaja studied Chemical
Engineering at IIT Bombay and
then moved to the US to take up
a consulting role with Deloitte,
before completing an MBA from
the University of Washington
in 2003.
She is currently studying a Masters
in Sustainable Development Goals
from Massey University (expected
completion 2023). Nagaja has
over 20 years’ global executive
and leadership experience. She
is also a Director for Foodstuffs
North Island, NZ Post, Mediaworks,
Tuatahi First Fibre, Cawthron
Institute, and Groov.

6
MERIDIAN ENERGY LIMITED
NOTICE OF ANNUAL SHAREHOLDER MEETING
Graham Cockroft has been
appointed as a Director of
the Company by the Board
with effect from 26 July 2022.
Under the Listing Rules and the
Company’s constitution, any
director appointed by the Board
must not hold office (without
re-election) past the next annual
meeting following the Director’s
appointment.
Accordingly, Graham Cockroft
retires and offers himself for
election at this ASM.
The Board has determined, in its
view, that Graham Cockroft is an
Independent Director (as defined
in the Listing Rules).
Resolution 2
Election of Graham Cockroft
GRAHAM COCKROFT
MCom, MFinc, CMInstD
Graham Cockroft joined the
Meridian Board in July 2022.
He serves on the Audit and Risk
Committee and the People and
Remuneration Committee.
Graham has over 30 years’
experience in the international
energy industry, with executive
roles in the UK, South America,
New Zealand, and Asia. His
experiences have been across
the energy chain and under
different political, economic,
and regulatory regimes. He has a
strong financial background and
extensive experience in strategy
and business development.
During his executive career
Graham served as Group CFO at
SGX-listed Sembcorp Industries
Limited, Singapore, CFO and
COO at Contact Energy Limited,
New Zealand, and in various
senior executive roles for close
to two decades at the UK energy
company BG Group (now part
of Shell plc), primarily in the UK
and South America. Graham is
currently a director of ASX-listed
AGL Energy Limited and Tuatahi
First Fibre Limited.

7
MERIDIAN ENERGY LIMITED
NOTICE OF ANNUAL SHAREHOLDER MEETING
Voting
The Board has determined that
as at the close of trading on
14 October 2022 registered
shareholders at that time are
entitled to attend and vote at
the ASM.
All resolutions are ordinary
resolutions and will be passed
by a simple majority of more
than 50% of the votes of those
shareholders entitled to vote
and voting on the resolutions.
On behalf of the Board, the
Company’s share registrar,
Computershare Investor Services
Limited, is authorised to receive
and count postal votes at
the meeting.
Results of the voting will be
available after the conclusion of
the meeting, and will be notified
to the NZX and ASX.
There are no voting restrictions on
the resolution proposed in
this Notice of Meeting.
Casting
your vote
You may cast your vote in one of
the three ways described below.
You may abstain from voting on
the resolution:
a) Attending the meeting:
The Board encourages all
shareholders to attend the
ASM in person and vote, or
participate virtually and vote
via the Computershare Meeting
Platform at meetnow.global/nz.
If you attend in person you
should bring your postal Proxy/
Voting Form or your CSN/
Securityholder Number to assist
with registration at the meeting.
b) Casting a postal vote:
A shareholder may cast a postal
vote on the matter to be voted
on at the ASM by voting FOR,
AGAINST or ABSTAIN. Lodge
your postal vote online at
investorvote.co.nz, or, complete
step 1 of the proxy/voting form,
sign where indicated and return
to Computershare in the reply-
paid envelope provided.
c) Appointing a proxy:
You may appoint a proxy to attend
the meeting and vote on your
behalf. Visit investorvote.co.nz to
lodge your proxy, or, complete step
1 and step 2 of the 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
relevant resolutions except that a
Director standing for election or
re-election will abstain from voting
discretionary proxies in respect of
their own appointment. 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 (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.
If your proxy is not the Chair of
the meeting or a Director and
they intend to join the meeting
remotely please ensure that you
provide their contact details in the
space provided on the proxy form.
Procedural
notes

8
MERIDIAN ENERGY LIMITED
NOTICE OF ANNUAL SHAREHOLDER MEETING
Shareholders attending the
meeting in person will be given
the opportunity to raise questions.
Shareholders may also submit
written questions. The main
themes will be aggregated and
responded to at the ASM. Written
questions should be sent by
post to the Company Secretary,
Meridian Energy Limited, PO Box
10840, Wellington 6143 or by
email to companysecretary@
meridianenergy.co.nz
Meridian Energy Limited reserves
the right not to address questions
that, in the Chair’s opinion are not
reasonable in the context of an
annual shareholder meeting, or
any written question not received
by the close of business on
11 October 2022.
Shareholder
questions

World Cup Lounge
Eden Prk
New North Road
Sandringham Road
Sandringham Road
New North Road
To Auckland CBD →
← To St Lukes
Reimers Avenue
Cricket Avenue
Meeting
venue
The ASM is being held at World
Cup Lounge, Level 4, South Stand,
Eden Park, Reimers Avenue,
Kingsland, Auckland, New Zealand.
If you are unable to attend
the ASM, but would still like to
follow its proceedings, then visit:
meridianenergy.co.nz/investors
Eden Park is well-served by rail and
bus services. Kingsland train station
is immediately opposite Eden Park.
There will be a limited number of
car parks available at the South
Stand (through car park entrance
G, off Reimers Avenue) on a first
come, first served basis.
9
MERIDIAN ENERGY LIMITED
NOTICE OF ANNUAL SHAREHOLDER MEETING

New Zealand
Computershare Investor
Services Limited
Private Bag 92119
Auckland 1142,
New Zealand
Level 2, 159 Hurstmere Road
Takapuna
Auckland 0622,
New Zealand
Australia
Computershare Investor
Services Pty Limited
GPO Box 2975
Melbourne, VIC 3001,
Australia
Share Registrar
Details

---

Lodge your postal vote or 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
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 lodge your vote or appoint your proxy online.
Proxy/Voting Form
Lodge your vote or appoint your proxy online, 24 hours a day, 7 days a week:
www.investorvote.co.nz
Scan the QR code to vote now.
Smartphone?
For your proxy or postal vote to be effective it must be received by 10.00am on Sunday, 16 October 2022.
Turn over to complete the form to vote
Signing Instructions for Postal/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.
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.
Notes
Casting your vote
You may cast your vote in one of the three ways described below. You may abstain
from voting on the resolutions.
(a) Attending the Meeting:
The Board encourages all shareholders to attend the ASM in person and vote,
or participate virtually and vote via the Computershare Meeting Platform at
https://meetnow.global/nz. If you attend in person you should bring your postal
Proxy/Voting Form or your CSN/Securityholder Number to assist with registration
at the meeting.
(b) Casting a postal vote:
A shareholder may cast a postal vote on the matters to be voted on at the
ASM by voting FOR, AGAINST or ABSTAIN. Lodge your postal vote online at
www.investorvote.co.nz, or, complete step 1 on the reverse of this proxy/voting form,
sign where indicated and return to Computershare in the reply paid
envelope provided.
(c) 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. 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 (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.

Voting Instructions/Ballot Paper
STEP 1
hereby appoint of
or failing him/herof
as my/our proxy to act generally at the meeting on my/our behalf and to vote in accordance with the above directions at the Annual Shareholder Meeting of Meridian
Energy Limited to be held at World Cup Lounge, Level 4, South Stand, Eden Park, Reimers Avenue, Kingsland, Auckland, New Zealand and online via
Computershare's Meeting Platform https://meetnow.global/nz on Tuesday 18 October 2022, commencing at 10.00am and at any adjournment of that meeting.
I/We being a shareholder/s of Meridian Energy Limited
Appointment of Proxy
STEP 2
Please note: If you do not plan to attend the meeting, you may cast a postal vote or appoint a proxy to vote at the meeting.
If you mark the PROXY DISCRETION box above you must appoint a proxy. This may be the chair or any director if you so wish.
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)
Signature of Shareholder/s This section must be completed.
SIGN
or Sole Director/Directoror Director (if more than one)
Shareholder 1Shareholder 2Shareholder 3
Contact Name Contact Daytime Telephone Date
The resolutions are stated in brief. Please refer to the Notice of Annual Shareholder Meeting for the full text of the resolutions and Explanatory Notes.
For
Against
Abstain
Proxy
Discretion
Ordinary Resolutions
1.
That Michelle Henderson, who retires by rotation and is eligible for re-election, be re-elected as a Director of the Company.
2.
That Julia Hoare, who retires by rotation and is eligible for re-election, be re-elected as a Director of the Company.
3.
That Nagaja Sanatkumar, who retires by rotation and is eligible for re-election, be re-elected as a Director of the Company.
4.
That Graham Cockroft (appointed as a Director of the Company by the Board with effect from 26 July 2022), who retires
and is eligible for election, be elected as a Director of the Company.
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 Shareholder Meeting of Meridian Energy Limited to be
held at World Cup Lounge, Level 4, South Stand, Eden Park,
Reimers Avenue, Kingsland, Auckland, New Zealand and online via
Computershare's Meeting Platform https://meetnow.global/nz on
Tuesday 18 October 2022, commencing at 10.00am.

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How to participate in a
virtual/hybrid meeting
Attending the meeting online
Our online meeting provides you the opportunity to
participate online using your smartphone, tablet or computer.
If you do 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 meetnow.global/nz
Access
Access the online meeting at 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.
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’.
Contact
If you have any issues accessing the
website please call +64 9 488 8700.