Notice of Meeting & Proxy/Voting Form

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Notice of Annual Shareholders
Meeting

Thursday 27 October 2022

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Notice is hereby given to all Shareholders that the Annual Meeting of Shareholders of Freightways Limited
(Freightways) will be held on Thursday, 27 October 2022 at 10.00am.

Freightways expects to offer shareholders the ability to attend the Annual Meeting virtually through the
Computershare Meeting Services web platform, as well as in-person in the World Cup Lounge, Eden Park, Reimers
Avenue, Kingsland, Auckland. Your CSN/Securityholder Number can be found on your Proxy/Voting Form for
verification purposes.

Further details on how to participate virtually are provided in the Virtual Meeting Guide available at
www.computershare.com/vm-guide-nz. Shareholders are encouraged to review this Guide prior to the Annual
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.

KEY DATES:
• Latest time for receipt of proxy forms: 25 October 2022, 10.00am
• Annual Shareholders Meeting: 27 October 2022, 10.00am





Notice of Meeting
Notice of Freightways’ Annual Shareholders Meeting:

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A. Chairman’s introduction

B. Chief Executive Officer’s Review and Trading Update

C. Resolutions

To consider, and if thought fit, pass the following ordinary resolutions:

1. That David Gibson be elected as a Director of Freightways.
2. That the Directors are authorised to fix the Auditors’ remuneration.

By Order of the Board

Stephan Deschamps
CHIEF FINANCIAL OFFICER
29 September 2022












Business
Notice of Freightways’ Annual Shareholders Meeting:

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Shareholders may exercise their right to vote at the meeting either by being present in person or by appointing a proxy
to attend and vote in their place. A proxy need not be a shareholder of Freightways. A body corporate shareholder
may appoint a representative to attend the meeting on its behalf. A combined admission card and proxy form is
enclosed with this notice. If you wish to vote by proxy, you may either visit www.investorvote.co.nz to lodge your
proxy or by completing and signing the proxy form and sending it to Freightways’ share registrar, Computershare
Investor Services Limited. The proxy form will only be effective if it is received by Freightways’ share registrar no later
than 10.00am Tuesday, 25 October 2022, being 48 hours prior to the commencement of the meeting. A reply-paid
envelope is enclosed if mailing the proxy form from within New Zealand. If you wish to deposit your proxy by fax,
please send it to Computershare on fax (09) 488 8787.





All references to the "Listing Rules" are references to the NZX Listing Rules, dated 17 June 2022.
RESOLUTIONS ON ELECTION OF NEW DIRECTOR
Shareholders should note the average tenure on the Board among the current directors is less than 5 years, following
the retirement of two directors of long tenure (including the previous Board Chair) and the appointment of a director,
in each case earlier this year.
The appointment of David Gibson as a new Director recently, who is standing for election at this year’s Annual Meeting,
is part of the Board’s succession planning. David has relevant experience in investments, mergers and acquisitions and
capital markets.











Proxies and Representatives
Explanatory Notes
Notice of Freightways’ Annual Shareholders Meeting:

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That David Gibson be elected a director of the Company.
David Gibson was appointed by the Board subsequent to the last
Annual Meeting and offers himself for election. The Board has
determined that David is an independent director and
unanimously recommends that shareholders vote in favour of
his election.
David was appointed to the Board in April 2022. David is a
professional director and has a strong background in strategy
and finance with over 20 years investment banking experience,
including as Co-Head of Investment Banking in New Zealand for
Deutsche Bank and Deutsche Craigs. During his finance career
David has advised on many of New Zealand’s largest capital
market transactions. David is also a director of NZME Limited,
Goodman (NZ) Limited and Rangatira Limited.






That the Directors are authorised to fix the Auditors’ remuneration. The present auditors of the Company are
PricewaterhouseCoopers. Under the Companies Act 1993 they will continue in office.












Resolution 1: Election of Director
Resolution 2: Auditors
Notice of Freightways’ Annual Shareholders Meeting:
David Gibson B.Com, LLB (Hons)

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The Freightways Annual Shareholders Meeting will be held on Thursday 27 October 2022 at 10am in the World Cup
Lounge, Level 4, South Stand, Eden Park, entrance via Gate G (off Reimers Avenue). Please park in the P5 parking area
(highlighted green above).
There will be a limited number of car parks available by the South Stand entrance on a first come, first served basis.

Meeting Venue – Eden Park
Notice of Freightways’ Annual Shareholders Meeting:

P5

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Go online to lodge your proxy or turn over to complete the form
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 appoint your proxy and exercise your vote online.
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 by 10:00am Tuesday 25 October 2022
Proxy/Voting Form
www.investorvote.co.nz
Lodge your 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
Freightways Limited
How to Vote on Items of Business
All your shares will be voted in accordance with your directions.
Casting your vote
You may cast your vote in one of the two ways described below. You may abstain
from voting on the resolutions.
(a)Attending and voting in person or virtually:
You can attend the meeting virtually through the Computershare Meeting Platform
https://meetnow.global/nz. Select the Freightways meeting and click ‘JOIN MEETING
NOW’ Further information is provided in the Virtual Meeting Guide available at
www.computershare.com/vm-guide-nz. If you attend in person you should bring
your proxy/voting form or your CSN/Shareholder Number to assist with registration
at the meeting.
(b) 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.
Attending the Physical Meeting
Bring this form to assist registration. A corporate shareholder may appoint
a representative to attend the meeting by completing the form overleaf and
returning it to Computershare by no later than 10:00am Tuesday 25 October 2022.
QR Code
To scan the code above you need to have already downloaded a free QR code
reader application to your smart phone.
Signing Instructions for 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.
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.
There are no voting restrictions on the resolutions proposed in the notice of
meeting.

Against
Proxy
DiscretionForAbstain
STEP 1
Annual Meeting of Freightways Limited to be held in the
World Cup Lounge, Level 4
, South Stand, Eden Park, Reimers
Avenue, Kingsland, Auckland on Thursday, 2
7 October 2022 at
10:00am
ATTENDANCE SLIP

or Sole Director/Director or Director (if more than one)
Contact Name Contact Daytime Telephone Date
Business
To consider, and if thought fit, to pass the following ordinary resolutions:
Please note: For each resolution below you must tick one box. If a box relating to a resolution is not ticked, the vote on that resolution
will be invalid.

Items of Business - Voting Instructions/Ballot Paper
as my/our proxy to vote for me/us on my/our behalf in accordance with the following directions at the Annual Meeting of Freightways Limited to be held
in the World Cup Lounge, Level 4, South Stand, Eden Park, Reimers Avenue, Kingsland, Auckland on Thursday, 27 October 2022 at 10:00am and
at any adjournment of that meeting.
hereby appointof
or failing him/her
of
Appoint a Proxy to Vote on Your Behalf
SIGN
STEP 2

Proxy/Voting Form
Shareholder 1 Shareholder 2 Shareholder 3
CSN/Shareholder Number:
Number of Shares:
I/We being a shareholder/s of Freightways Limited
1.That David Gibson be elected as a Director of Freightways.
2.That the Directors are authorised to fix the Auditors’ remuneration.
Signature of Shareholder(s) This section must be completed.
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)
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):
CSN/Shareholder Number:
Number of Shares: