Contact Energy Limited logo

Notice of Meeting 2022

AGM17 October 2022CENUtilities

Wednesday, 16 November 2022, 10am (NZ time)
Notice of Annual

Shareholder

Meeting 2022

Dear Shareholder
Contact Energy Limited (“Contact”) invites

you to join us at our Annual Meeting of

Shareholders at: The World Cup Lounge,

Level 4, South Stand, Eden Park, Auckland or

online at www.virtualmeeting.co.nz/cen22

Wednesday 16 November 2022,

commencing at 10am (NZ time)

1

Business
A. Chair’s address

B. Chief Executive’s address

C. Resolutions

To consider and, if thought fit, to pass


the following ordinary resolutions:

Resolution 1 – Re-election of Elena Trout

That Elena Trout be re-elected as a director


of Contact.

Resolution 2 – Auditor’s Remuneration

That the directors be authorised to fix the


fees and expenses of the auditor.

D. Other Business and Shareholder Questions

To consider any other matter raised by a

shareholder at the meeting.



On behalf of the Board of Directors







Robert McDonald

Chair

18 OCTOBER 2022

2

Procedural Notes
Voting

Voting entitlements for the meeting will be

determined at 10am on Monday, 14 November

2022 based on registered shareholdings at that

time. Voting on all resolutions put before the

meeting will be by poll.

Each of the resolutions is to be considered as a

separate ordinary resolution. To be passed, each


of these resolutions requires the approval of a

simple majority (more than 50%) of the votes of

those shareholders entitled to vote and voting.

Proxies and corporate representatives

Shareholders entitled to attend and vote at the

meeting may appoint a proxy to attend and vote

on their behalf. A proxy need not be a shareholder

of Contact. Any corporation that is a shareholder of

Contact may appoint a person as its representative to

attend the meeting and vote on its behalf in the same

manner as that in which it could appoint a proxy.

Proxy appointment

A proxy form accompanies this notice of meeting.

Proxy forms must be received at the office of

Contact’s share registry, Link Market Services, by

10am on Monday, 14 November 2022. Any proxy

form received after that time will not be valid for


the meeting.

You can lodge your proxy online by going to


vote.linkmarketservices.com/CEN or by

scanning the QR code on the proxy form with

your smartphone.

If you complete the proxy form in full but do not

name a person as your proxy or your proxy does


not attend the meeting, the Chair of the Meeting

will act as your proxy and vote in accordance with

your express direction.

Virtual annual meeting

Shareholder and proxy holders entitled to attend

and vote at the meeting will be able to attend the

meeting in person, or participate in the meeting

virtually via an online platform provided by

Contact’s share registrar, Link Market Services at

www.virtualmeeting.co.nz/cen22

3

Shareholders attending and participating in the
meeting virtually via the online platform will


be able to vote and ask questions during the

meeting. More information regarding virtual

attendance at the meeting is available at


https://bcast.linkinvestorservices.co.nz/generic/

docs/OnlinePortalGuide.pdf

Explanatory Notes

Resolution 1 – Re-election of Elena Trout

Under the NZX Listing Rules, a Contact director

must not hold office (without re-election) past

the third annual meeting following the director’s

appointment or 3 years, whichever is longer.

Accordingly, Elena Trout is retiring by rotation at

the meeting and is seeking re-election. Elena is an

Independent Director (as determined by the Board

using the definition in the NZX Listing Rules) and

stands for re-election with the unanimous support

of the Board.

Resolution 2 – Auditor’s fees

The proposed resolution is to authorise the Board,

under section 207S of the Companies Act 1993,


to fix the fees and expenses of the auditor.

Ernst & Young (EY) was recently appointed as

Contact’s new external auditor for the financial year

commencing 1 July 2022. EY replaced KPMG and

is automatically re-appointed under section 207T

of the Companies Act 1993. As KPMG was auditor

for FY22, a representative will be at the Annual

Shareholder Meeting to answer questions in

relation to the FY22 financial statements.

KPMG was Contact’s external auditor for 17 years.

The decision to change the auditor in no way

reflects on the performance of KPMG. Rather

Contact considers it is good governance practice

for a company to change auditor f rom time to


time and accordingly has adopted a policy that

the maximum tenure of any external audit firm

is 15 years. Contact would like to thank KPMG for

their service since 2005.

4

Elena Trout
Independent Non-Executive Director

APPOINTED DIRECTOR 3 OCTOBER 2016, LAST ELECTED 2019

ANNUAL MEETING

CHAIR OF THE SAFETY AND SUSTAINABILITY COMMITTEE,

AND MEMBER OF THE DEVELOPMENT COMMITTEE


Elena is an experienced company director

and a professional engineer who has held a

number of leadership positions in the transport,

inf rastructure and energy sectors. She has over

30 years of experience in the management,

planning and delivery of large projects. Elena is

chair of the Energy Efficiency and Conservation

Authority and a director of Harrison Grierson

Holdings Limited, Ngāpuhi Asset Holdings

Company Limited, City Care Limited, Ara Ake and

Callaghan Innovation. Her former directorships

include the Electricity Authority, Marsden

Maritime Holdings Limited and Transpower


New Zealand Limited. She is a Distinguished

Fellow and past-president of Engineering New

Zealand and is a chartered fellow of the Institute

of Directors. Elena was also appointed on behalf

of the Government as Chair of the independent

fuel pipeline enquiry and holds a Masters of Civil

Engineering degree f rom Canterbury University.

5

6
Venue Location

• The World Cup Lounge, Level 4, South Stand,

Eden Park, Gate G, Reimers Avenue, Kingsland,

Auckland commencing at 10am.

• Free parking at Eden Park is available in P5 off

Reimers Ave

• Entry to the Annual Shareholder Meeting is via

Gate G/P5

• Take the lift to World Cup Lounge on Level 4

• Eden Park can be accessed by rail and bus services

with Kingsland train station being located opposite

Eden Park.

6

How to virtually attend the
Annual Shareholder Meeting

• Go to www.virtualmeeting.co.nz/cen22

• Login to the portal using your full name, mobile

number and email address

• To register to vote, click on the “get a voting card”

box at the top of the webpage, then enter your:


shareholder number; or


proxy number (if you are an appointed proxy,

a proxy number will be sent to you)

• To ask a question, click on the “ask a question” box

and follow the instructions on screen. You must

register to vote before you can ask a question.

For more detailed instructions on how to


attend the Annual Shareholder Meeting, see

https://bcast.linkinvestorservices.co.nz/generic/

docs/OnlinePortalGuide.pdf

If attending virtually, we recommend you

commence the login process at least 15 minutes

before the meeting is due to begin.

---

Proxy form for Contact’s 2022 Annual Shareholder Meeting
The annual meeting of shareholders of Contact Energy Limited

(Contact) will be held on Wednesday 16 November 2022


at 10am at the World Cup Lounge, Level 4, South Stand,

Eden Park, Auckland, New Zealand. Shareholders also have

the option to attend virtually.

ATTENDING THE MEETING

If you plan to attend the annual meeting in person, please

bring this Admission Card/Proxy Form intact as the barcode

will assist in your registration.

If you plan to attend the annual meeting virtually, you can join

via an online platform provided by Contact’s share registry at

www.virtualmeeting.co.nz/cen22 and will be able to vote

and ask questions during the meeting. Please note, you will

require your CSN/Holder Number for verification purposes.

PROXY APPOINTMENT

1. If you do not plan to attend the meeting and wish to

be represented by proxy or wish to appoint a corporate

representative, please complete and return this Proxy Form,

in accordance with the lodgment instructions above,


to Contact’s share registry, Link Market Services, or lodge

your proxy online at vote.linkmarketservices.com/CEN

by no later than 10am on Monday 14 November 2022.

2. Any corporation that is a shareholder of Contact may

appoint a person as its representative to attend the


meeting and vote on its behalf, in the same manner

as that in which it could appoint a proxy.

3. If you appoint a proxy you must either direct the proxy

how to vote by ticking the “For”, “Against” or “Abstain”

box in respect of each resolution OR by ticking the “Proxy

Discretion” box in respect of each resolution. A shareholder

can direct the proxy holder in respect of one or more

resolutions and give the proxy holder discretion in respect

of other resolutions. If a shareholder does not tick any boxes

in respect of a resolution then the vote will be invalid.



4. The Chair of the Meeting or any Director is willing to act

as proxy for any shareholder who appoints him/her for

that purpose. If you tick the “Proxy Discretion” box for a

particular resolution, your proxy will decide how to vote

that resolution. However, if your proxy is precluded f rom

voting (for example, because he or she has an interest in

the outcome of the resolution), then they will not be able

to vote on the resolution on your behalf. The Chair and

Directors intend to vote all discretionary proxies in favour


of resolutions 1 and 2, except that the Directors standing

for election will abstain f rom voting discretionary proxies


in respect of their own appointment.

5. If you complete the proxy form in full but do not name a

person as your proxy or your proxy does not attend the

meeting, the Chair of the Meeting will act as your proxy

and vote in accordance with your express direction.

SIGNING INSTRUCTIONS FOR PROXY FORM

6. This Proxy Form must be signed by the shareholder

or his/her/its attorney duly authorised in writing.

7. If you are joint holders of shares, this Proxy Form may be

signed by either, or on behalf of, the joint shareholders


(or their duly authorised attorney).

8. If the shareholder is a company, this Proxy Form must be

signed on behalf of the company by a person acting under

the company’s express or implied authority.

9. If this Proxy Form has been signed under a power of attorney

(POA), a copy of the POA (unless already noted by Contact

or its registry) and a signed certificate of non-revocation of

the POA must be produced to Contact with this form.

10. If you have any questions about appointing your proxy,

please call Link Market Services Investor Helpline between

8.30am and 5.00pm (New Zealand time) on +64-9-375

5998 or email meetings@linkmarketservices.com

Lodge your proxy

ONLINE

vote.linkmarketservices.com/CEN

SCAN & EMAIL

meetings@linkmarketservices.com

Please use “Contact Proxy Form” as the subject for easy

identification

MAIL

Link Market Services Limited

PO Box 91976

Victoria Street West

Auckland 1142

Scan this QR code with your


smartphone and lodge your

proxy online

GENERAL ENQUIRIES

+64 9 375 5998 | enquiries@linkmarketservices.com

Contact Energy Limited

DELIVER

Link Market Services Limited

Level 30, PWC Tower

15 Customs Street West

Auckland 1010

Go online to vote.linkmarketservices.com/CEN to lodge your proxy or please TURN OVER to complete the Proxy Form.

STEP 2: RESOLUTIONS – PROXY VOTING INSTRUCTIONS
ORDINARY RESOLUTIONS

1. That Elena Trout be re-elected as a director of Contact.

2. That the directors be authorised to fix the fees and expenses of the auditor.


PLEASE NOTE: For each resolution you must tick ( ) one box. If you tick the “Abstain” box for a particular resolution, you

are directing your proxy NOT to vote on that resolution. Your vote will not be counted when calculating the majority for that

resolution. If you tick the “Proxy Discretion” box for a particular resolution, you are directing your proxy to decide how to vote on

that resolution.





STEP 3: SIGNATURE OF SHAREHOLDER(S)

SHAREHOLDER 1 SHAREHOLDER 2 SHAREHOLDER 3


Day time telephone: ________________________________________ signed this ____________________ day of ____________________ 2022

ELECTRONIC INVESTOR COMMUNICATIONS

If you received the Notice of Meeting and Proxy Form by mail and wish to receive your future investor communications by

email please provide your email address below:




___________________________________________________________________________________________________________________ ________

Proxy/Corporate Representative Appointment

STEP 1: APPOINT A PROXY*

I/WE BEING A SHAREHOLDER(S) OF CONTACT ENERGY LIMITED

(CONTACT) AND ENTITLED TO ATTEND AND VOTE HEREBY APPOINT: OR FAILING HIM/HER:

FULL NAME FULL NAME

EMAIL EMAIL

as my/our proxy to vote for me/us on my/our behalf at the annual meeting of shareholders of Contact to be held at 10am on

Wednesday 16 November 2022, and at any adjournment of that annual meeting, and to vote as my/our proxy thinks fit on

any resolutions to amend any of the resolutions, or any resolution so amended and on any other resolution proposed at the

annual meeting, or any adjournment thereof, so as to give effect to my/our intention as set out below where possible. In the

event I/we have not expressed any intention or the intention is unclear, in my/our proxy’s sole opinion, my/our direction is to

abstain. A proxy need not be a shareholder of Contact. If you wish, you may appoint as your proxy ‘The Chair of the Meeting’.

* A reference to a proxy includes a corporate representative.

FOR AGAINSTABSTAIN

PROXY

DISCRETION

Please tick ( ) in box to record your vote

OR A DULY AUTHORISED OFFICER

OR ATTORNEY

OR A DULY AUTHORISED OFFICER

OR ATTORNEY

OR A DULY AUTHORISED OFFICER

OR ATTORNEY

Data sourced from publicly available filings. Our datasets may not be complete. Automated analysis can produce errors. If you believe any data on this page is incorrect, please contact us at hello@nzxplorer.co.nz. For informational purposes only. Not investment advice.

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