Annual Meeting 2022

SKELLERUP HOLDINGS
Notice of Meeting
Notice is hereby given that the Annual Meeting of Shareholders of Skellerup Holdings Limited
(the “Company”) will be held in the South Stand at Eden Park, Reimers Avenue, Auckland, and online
at https://meetnow.global/nz, on Wednesday, 26 October 2022 commencing at 2.30pm.
COVID-19 Implications
The Company will continue to monitor restrictions in New Zealand as a result of the COVID-19 pandemic.
Having regard to health and safety of our stakeholders and people, if restrictions on movement of people are
in place in any region of New Zealand on the date of the Annual Meeting, the Company may elect to hold this
Annual Meeting as an online meeting only. 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 including providing details of how to participate in an online meeting.
Business
A. Chair’s Address
B. Chief Executive Officer’s Address
C. Financial Statements and Reports
D. Resolutions
1. That David Mair, who retires and being eligible, offers himself for re-election, be re-elected
as a director of the Company.
2. That Rachel Farrant, who retires following her appointment by the Board during the year,
and being eligible, offers herself for election, be elected as a director of the Company.
3. To authorise the Directors to fix the remuneration of the auditors for the ensuing year.
E. Other Business
Entitlement to Vote
The persons who will be entitled to vote on the resolutions at the meeting are those persons who will be
the shareholders of the Company at 5.00pm on Monday, 24 October 2022.
Attending the Meeting
The Company is holding a hybrid Annual Meeting this year. Shareholders can attend either in person or
online at https://meetnow.global/nz or appoint a proxy to attend on their behalf.
Shareholders joining online will be able to watch the Annual Meeting, vote and ask questions
using a smartphone, tablet or desktop device. Please refer to the enclosed Virtual Meeting Guide
for more information.
Shareholders who are not able to attend, in person or online, and who do not wish to appoint a proxy may
cast an online or postal vote before the meeting. Please review the enclosed Voting/Proxy Form for
instructions on how to vote online.

SKELLERUP HOLDINGS
Appointing a Proxy
Any shareholder who is entitled to attend and vote at the meeting may appoint a proxy instead to attend,
in person or online, and vote on their behalf.
A proxy need not be a shareholder of the Company. The Chair of the Company is willing to act as proxy for
any shareholder who may wish to appoint her for that purpose. The Chair intends to vote any undirected
proxies in favour of the resolutions.
If you wish to appoint a proxy, please review the enclosed Voting/Proxy Form which provides information
on how to make this appointment.
For your vote or proxy appointment to be effective, it must be received by 3.00pm on Monday 24 October
2022 (being not less than 48 hours before the time of holding the meeting). Graham Leaming, CFO,
has been authorised by the Board to receive and count postal and online votes at the meeting.
Resolutions 1 to 3 are ordinary resolutions, requiring a simple majority of the votes of those shareholders
entitled to vote and voting.
Explanatory Notes
Resolution 1 & 2: Re-election of Directors
The NZX Listing Rules prohibit a director from holding office (without re-election) for longer than 3 years
or 3 annual meetings, whichever is longer. If a director is eligible, he or she may offer himself or herself for
re-election by shareholders at the meeting.
The NZX Listing Rules require the Board to identify which Directors it determines to be Independent
Directors having regard to factors described in the NZX Corporate Governance Code (the “NZX Code”).
The NZX Code states the materiality of any interest, position, association, or relationship needs to be
assessed to determine whether it might interfere, or might reasonably be seen to interfere, with the director’s
capacity to bring an independent judgment to bear on issues before the Board and to act in the best interests
of the Company and to represent the interests of its shareholders generally. It is noted that some advisers who
provide voting advice to institutional shareholders assess the independence of directors differently to the
NZX Code and therefore reach different conclusions on the independence of directors.
David Mair
David was appointed to the Skellerup Holdings Board in November 2006, and as CEO in August 2011.
He has been leading the Group for eleven years during which time Skellerup has achieved significant
revenue and earnings growth by focusing on designing and delivering critical engineered products for
OEM customers. David was recognised as CEO of the Year in the Deloitte Top 200 Awards in March 2022
and received the Leadership Award at the INFINZ Awards in May 2022.
In particular, David has driven the development of an OEM model for large parts of Skellerup along with
a branded product view for relevant businesses within the Group.
David is a member of the Health & Safety Committee, and the Sustainability Committee.
David is currently a Director of Forté Funds Management Limited.
Rachel Farrant
Rachel was appointed to the Skellerup Holdings Board in May 2022.
Rachel is a partner at BDO Wellington Limited and has over 20 years’ experience in chartered accountancy
and business advisory services and over 10 years’ experience as a director across a diverse range of sectors
including construction, technology, financial and property.
Rachel is Chair of the Sustainability Committee, a member of the Audit Committee, and the Health & Safety
Committee.
Rachel is currently a director of New Plymouth Airport, The Property Group and Fair Way Resolution and was
previously a director of Fulton Hogan Limited.
For the purposes of the NZX Listing Rules, the Board has determined that Rachel Farrant is an
independent director.

SKELLERUP HOLDINGS
Resolution 3: Remuneration of Auditors
The current auditors of the Company, Ernst & Young, will be automatically reappointed as the Company’s
auditor under section 207T of the Companies Act 1993. Under section 207S of the Companies Act 1993
auditors’ fees and expenses must be fixed in the manner determined at the meeting. Shareholder approval
is therefore sought for the Board to fix Ernst & Young’s remuneration for the following year.
For and on behalf of the Board
Elizabeth Coutts
Chair
Skellerup Holdings Ltd
Auckland
2 September 2022

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Voting/Proxy Form: Skellerup Holdings Limited (SKL) Hybrid Annual Meeting South Stand,
Eden Park, Reimers Avenue, Auckland on Wednesday, 26 October 2022 at 2.30pm.
Voting
Every SKL shareholder whose name is registered in the share register as at 5.00pm on
24 October 2022 and who is present at the meeting in person, virtually or by proxy or
in the case of a body corporate shareholder, by representative, can vote in respect of
Resolutions 1 through 3 and shall have one vote in respect of every fully paid SKL share
held by that SKL shareholder at that time. Details on voting matters are set out on the
next page. Voting will be by poll.
How to Vote
In Person: If you intend to attend the meeting, please bring this Voting/Proxy form,
intact, to the meeting.
Attending the Meeting Virtually: If you intend to attend the meeting virtually please
review the enclosed Virtual Meeting Guide prior to the meeting. You will be able to
watch the meeting and cast your vote from your smartphone, tablet or desktop device.
For assistance with the online process you can contact Computershare.
Online: Visit www.investorvote.co.nz and follow the prompts. (This is the easiest way
to vote should you not be attending the meeting).
By Mail or Fax: Complete, sign and return this form, casting a postal vote, to the
address or fax number at the top of the page.
If you cast a postal vote, you may also appoint a proxy to attend the meeting on your
behalf by completing the YES box under the heading "Other Matters" in Step 1 overleaf.
Appointment of Proxy
If you DO NOT intend to attend the meeting, but wish to be represented by a proxy,
please appoint your proxy in one of the following ways:
Online: Visit www.investorvote.co.nz and follow the prompts.
By Mail or Fax: Complete, sign and return this form to the address or fax number at
the top of the page.
We need to receive the completed forms no later than 2.30pm on 24 October 2022.
A proxy need not be a shareholder. The person you appoint as your proxy will be
entitled to attend the meeting to represent your interests. If you mark the “Proxy
Discretion” box for any resolution, you are directing your proxy to vote as he or she
thinks fit. If you inadvertently do not name a proxy, or your named proxy does not
attend the meeting, the Chair will be your proxy and vote in accordance with your
expressed direction.
If you wish, you may appoint the Chair of the Company, the Chair of the meeting or
any director as your proxy. To appoint the Chair or a director, enter “the Chair” or the
director’s name in the space allocated in Step 1 of this form. If you appoint the Chair
or any director as your proxy, and you mark the “Proxy Discretion” box, the Chair or
director will vote for the resolution in respect of your proxy.
Signing Instructions for Postal Forms
Individual
Where a shareholder is an individual, this Voting/Proxy Form must be signed by the
shareholder or his or her duly authorised attorney.
Companies
Where a shareholder is a company, this Voting/Proxy Form must be signed by a director
or a duly authorised attorney or officer.
Trusts
Where a shareholder is a trust, this Voting/Proxy Form should be signed as above by
at least one trustee in accordance with the relevant trust deed (using the rules for
an individual or a company, depending upon whether the trustee is an individual or a
company).
Partnerships
Where a shareholder is a partnership, this Voting/Proxy Form should be signed as above
by at least one partner in accordance with the rules governing the partnership (using the
rules for an individual or a company, depending upon whether the partner is an individual
or a company).
Joint Shareholders
At least one joint shareholder should sign this Voting/Proxy 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 first named joint shareholder will be
counted. Seniority shall be determined by the order in which names stand in Skellerup
Holdings Limited’s share register.
Power of Attorney
If this Voting/Proxy Form is completed by an attorney, the power of attorney or a certified
copy must, if not previously produced to Skellerup Holdings Limited, accompany the
Voting/Proxy Form together with a completed certificate of non-revocation of authority.
Body Corporate
A body corporate shareholder may appoint a representative on its behalf in the same
manner as if it were appointing a proxy, provided that the Chair of a meeting, the
Board, or the persons checking the entitlement of people to attend a meeting, shall waive
any time limit for prior notice in respect of a corporation in favour of a person who at a
meeting can produce reasonable evidence of their authority to represent the corporation.
Your secure access information
Control Number: CSN/Securityholder Number:
PLEASE NOTE: You will need your CSN/Securityholder Number and post code to lodge your vote or appoint your proxy online.
www.investorvote.co.nz
Lodge your vote or appoint your proxy online.
Smartphone?
Scan the QR code to vote or appoint your proxy now.
For your postal vote or proxy to be effective, the Voting/Proxy Form must be received by 2.30pm on Monday, 24 October 2022.
Go online to vote or appoint your proxy, or turn over to complete the form
How to vote
In Person
Attend the Annual Meeting
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

Contact Name Contact Daytime Telephone Date
Resolutions: Annual Meeting
Proxy/Corporate Representative Form
hereby appointof
or failing him/herof
Voting Instructions/Voting Form
STEP 1
I/We being a shareholder/s of Skellerup Holdings Limited
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.
Please note: If you mark any of the PROXY DISCRETION or YES boxes above, you must appoint a proxy. If you mark any of the FOR, AGAINST or ABSTAIN
boxes, your vote will be counted as a postal vote. In addition to casting a postal vote, you may also appoint a proxy to attend the meeting on your behalf by
selecting YES above. This may be the Chair or any Director if you so wish.
as my/our Proxy to exercise my/our vote in accordance with my/our directions at the Annual Meeting of the Shareholders of Skellerup Holdings Limited to be held in the
South Stand at Eden Park, Reimers Avenue, Auckland on Wednesday, 26 October 2022 at 2.30pm and at any adjournment of that meeting, and to vote as my/our proxy
thinks fit on any resolution to amend the resolution, on the resolution so amended and on any other resolution proposed at the meeting (or any adjournment) so as to give
effect to my/our intention as set out below where possible.
Shareholder 1 Shareholder 2 Shareholder 3
or director or duly authorised officer or attorney
Annual Meeting of the Shareholders of
Skellerup Holdings Limited to be held in the
South Stand at Eden Park, Reimers Avenue, Auckland
on Wednesday, 26 October 2022 at 2.30pm.
Signature of Securityholder(s) This section must be completed.
SIGN
Appointment of Proxy
STEP 2
For
Against
Proxy
Discretion
Abstain
No
Ye s
ATTENDANCE SLIP
If your proxy will be attending the meeting remotely, 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):
Shareholders can still attend electronically, even if they have appointed a proxy
(although they will not be able to vote if a proxy has been appointed).
1.
That David Mair be re-elected as a director of the Company.
2.
That Rachel Farrant be elected as a director of the Company.
3.
That the directors are authorised to fix the fees and expenses of the auditors, for the ensuing year.
The Board recommends that you vote in favour of each of the above resolutions.
Other Matters
I wish to appoint a proxy to attend the meeting on my behalf