Notice of Annual Shareholders’ Meeting

STOCK EXCHANGE LISTINGS: NZX (MCY) / ASX (MCY)

NEWS RELEASE

Notice of Annual Shareholders’ Meeting

21 AUGUST 2023 – Notice of Annual Shareholders’ Meeting 2023

Mercury’s 2023 Annual Shareholders’ Meeting will be held as a hybrid meeting (in person and online) on Tuesday
19 September 2023.

The following materials relating to Mercury’s 2023 Annual Shareholders’ Meeting are shortly being sent to Mercury
Shareholders:

- Notice of Meeting 2023
- Voting/Proxy Form 2023
- Virtual Meeting Guide 2023

ENDS
Howard Thomas
General Counsel and Company Secretary
Mercury NZ Limited

For investor relations queries, please contact:
Paul Ruediger
Head of Business Performance & Investor Relations
027 517 3470
investor@mercury.co.nz
For media queries, please contact:
Shannon Goldstone
Head of Communications
027 210 5337
mercurycommunications@mercury.co.nz

ABOUT MERCURY NZ LIMITED
Mercury generates electricity from 100% renewable sources: hydro, geothermal and wind.
We are also a retailer of electricity, gas, broadband and mobile services.
We’re listed on the New Zealand Stock Exchange and the Australian Stock Exchange with the ticker symbol ‘MCY’,
with foreign exempt listed status. The New Zealand Government holds a legislated minimum 51% shareholding in
the Company.
Visit us at: www.mercury.co.nz

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•
OUR ANNUAL
SHAREHOLDERS’
MEETING.
DATE:
TIME:
IN PERSON:
VIRTUAL:
As an owner of Mercury NZ Limited, you are invited to our Annual
Shareholders’ Meeting.
Our 2023 Annual Shareholders’ Meeting is being held as a hybrid
meeting – attendance is available in person, or online via webcast.
Tuesday 19 September 2023
1:00pm (NZ time)
Hyundai Marine Sports Centre,
8/10 Tāmaki Drive,
Ōrākei, Auckland 1071
You can attend the meeting virtually through the Computershare
Meeting Platform ht tps://meetnow.global/nz
To access the meeting:
• click ‘Go’ under the Mercury meeting
• click ‘Join Meeting Now’
• Select ‘Shareholder’ on the login screen and enter your CSN/
Securityholder Number and post code (or country of residence
if outside of New Zealand)

BUSINESS.
CHAIR’S WELCOME AND FINANCIAL AND STRATEGIC OVERVIEW
CHIEF EXECUTIVE’S REPORT ON EXECUTION OF STRATEGY
EXECUTIVE PRESENTATIONS ON KEY BUSINESS ACTIVITY
ORDINARY RESOLUTIONS
The following ordinary resolutions will be voted on at the meeting:
RESOLUTION 1: RE-ELECTION OF HANNAH HAMLING
That Hannah Hamling, who retires and is eligible for re-election, be re-elected
as a director of the company.
RESOLUTION 2: RE-ELECTION OF SCOTT ST JOHN
That Scott St John, who retires and is eligible for re-election, be re-elected
as a director of the company.
RESOLUTION 3: ELECTION OF ADRIAN LITTLEWOOD
That Adrian Littlewood (appointed by the Board as a director with effect from
1 August 2023), who retires and is eligible for election, be elected as a director
of the company.
RESOLUTION 4: ELECTION OF MARK BINNS
That Mark Binns (appointed by the Board as a director with effect from 1 September
2023), who retires and is eligible for election, be elected as a director of the company.
OTHER BUSINESS
To consider any other matter raised by a shareholder at the meeting
By order of the Board
HOWARD THOMAS // COMPANY SECRETARY
21 August 2023
A.
B.
C.
D.
E.

RESOLUTION 2:
RE-ELECTION OF SCOTT ST JOHN AS DIRECTOR
Under the NZX Listing Rules, a Mercury director must not hold office
(without re-election) past the third Annual Shareholders’ Meeting
following the director’s appointment, or 3 years, whichever is longer.
If they wish, they may seek re-election.
Scott St John is retiring in 2023 and is seeking re-election. Scott
is an Independent Director (as determined by the Board, applying
the definition in the NZX Listing Rules) and stands for re-election
with the unanimous support of the Board.
SCOTT ST JOHN
APPOINTED SEPTEMBER 2017
Last re-elected September 2020
Scott St John was appointed a director of Mercury in September
2017 and
is the Chair of the People and Performance Committee and a
member of the Nominations Committee.
Scott has an extensive background in investment advisory and capital
markets. Scott is Chair of Fisher & Paykel Healthcare Corporation
and a director of Fonterra Cooperative Group, ANZ Bank New
Zealand, and Next Foundation. He was formerly a member of the
Capital Markets Development Taskforce and the Financial Markets
Authority Establishment Board, and was Chancellor of the University
of Auckland. He was the Chief Executive of First NZ Capital from
2002 to 2017.
RESOLUTION 4:
ELECTION OF MARK BINNS AS DIRECTOR
Under the NZX Listing Rules, any person appointed as a Mercury
director by the Board must retire at our next Annual Shareholders’
Meeting. If they wish, they may seek election.
Mark Binns was appointed as a director by the Board with effect
from 1 September 2023 and is therefore required to retire at the
2023 Annual Shareholders’ Meeting. Mark is eligible and is seeking
election.
Mark is an Independent Director (as determined by the Board,
applying the definition in the NZX Listing Rules) and stands
for election with the unanimous support of the Board.
MARK BINNS
APPOINTED WITH EFFECT FROM
1 SEPTEMBER 2023
Mark is an experienced director and business leader with extensive
operational experience at the highest levels in the New Zealand
energy and construction sectors.
Mark was CEO of Meridian Energy from 2012 – 2017 and before
that spent 22 years with Fletcher Building, including 15 years as CEO
of the Construction and Infrastructure division. He currently chairs
Crown Infrastructure Partners and Hynds Limited and is a director
of Auckland International Airport.
Mark will bring to the Mercury Board strong commercial experience
including in the energy industry, wholesale markets trading
experience and experience in major project investment.
EXPLANATORY NOTES.
RESOLUTION 1:
RE-ELECTION OF HANNAH HAMLING AS DIRECTOR
Under the NZX Listing Rules, a Mercury director must not hold office
(without re-election) past the third Annual Shareholders’ Meeting
following the director’s appointment, or 3 years, whichever is longer.
If they wish, they may seek re-election.
Hannah Hamling is retiring in 2023 and is seeking re-election.
Hannah is an Independent Director (as determined by the Board,
applying the definition in the NZX Listing Rules) and stands for
re-election with the unanimous support of the Board.
HANNAH HAMLING
APPOINTED FEBRUARY 2020
Last elected September 2020
Hannah Hamling was appointed a director of Mercury in February
2020 and is a member of the Risk Assurance and Audit Committee.
Hannah is an environmental scientist with a particular interest
in sustainable development and resilience. Until January
2020, she was President of the Asia Pacific Region and Global
Sustainable Development Leader for Golder, a Canadian global
ground engineering and environmental science company. Before
joining Golder, Hannah was Managing Director of New Zealand
environmental consultancy firm Kingett Mitchell. Hannah has
an extensive background in consulting, management and board
roles across various sectors including electricity, construction
and water management.
RESOLUTION 3:
ELECTION OF ADRIAN LITTLEWOOD AS DIRECTOR
Under the NZX Listing Rules, any person appointed as a Mercury
director by the Board must retire at our next Annual Shareholders’
Meeting. If they wish, they may seek election.
Adrian Littlewood was appointed as a director by the Board with
effect from 1 August 2023 and is therefore required to retire
at the 2023 Annual Shareholders’ Meeting. Adrian is eligible and
is seeking election.
Adrian is an Independent Director (as determined by the Board,
applying the definition in the NZX Listing Rules) and stands for
election with the unanimous support of the Board.
ADRIAN LITTLEWOOD
APPOINTED WITH EFFECT FROM
1 AUGUST 2023
Adrian is an experienced business leader with a wealth of experience
leading one of New Zealand’s largest listed companies including
experience with large scale project management, strategic
development of customer-focussed solutions, and navigating
uncertain and rapidly changing environments.
Adrian’s executive career included 12 years at Auckland International
Airport, nine of these as CEO. Before that he held senior roles
across strategy, operations, product and marketing with Telecom
New Zealand. Previous governance roles include acting as the New
Zealand chair of the Australia/New Zealand Leadership Forum,
chair of the NZ Airports Association, a director of North Queensland
Airports and Tourism Industry Aotearoa.
Adrian will bring to the Mercury Board commercial business
experience, extensive large organisation and cultural leadership
experience and experience in major project investment and
stakeholder relationships.

!
IMPORTANT INFORMATION
Voting on all resolutions put before the meeting will be by poll. Voting entitlements for the meeting
will be fixed as at 5pm (NZ time) on Friday 15 September 2023. Only people registered as shareholders
at that time will be able to vote at this meeting and only on their shareholdings at that time.
Shareholders can attend the meeting in person at Hyundai Marine Sports Centre, Ōrākei, Auckland
or virtually through the Computershare Meeting Platform ht tps://meetnow.global/nz
To access the meeting, click ‘Go’ under the Mercury meeting and then click ‘Join Meeting Now’.
Select ‘Shareholder’ on the login screen and enter your CSN/Securityholder Number and post code
(or country of residence if outside of New Zealand).
By using the meeting platform, you will be able to watch the meeting, vote and ask questions online
using your smartphone, tablet or desktop device. 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.
Any shareholder entitled to vote at the meeting may appoint a proxy (or representative, in the case of
a corporate shareholder) to attend and vote on their behalf. A proxy does not have to be a Mercury
shareholder. You may appoint the Chair of the meeting or any director as your proxy. The Chair of the
meeting and the directors will vote in favour of resolutions marked “Proxy’s Discretion”, even if they
have an interest in the outcome of the resolution.
If you’ve ticked the “Proxy’s Discretion” box and your named proxy does not attend the meeting or you
haven’t named a proxy, the Chair of the meeting will act as your proxy.
You can cast a postal vote instead of attending the meeting in person or appointing a proxy to attend.
Howard Thomas, the Company Secretary, has been authorised by the Board to receive and count postal
votes at the meeting.
A Voting/Proxy Form is attached to this Notice of Meeting. Completed Voting/Proxy Forms must
be received at Computershare Investor Services, no later than 1:00pm (NZ time) on Sunday 17
September 2023. Any Voting/Proxy Form received after that time will not be valid for the meeting.
Please see the Voting/Proxy Form for more information on how to return your proxy or postal vote.
Proxy appointments or postal votes can be lodged online at www.investorvote.co.nz
To vote online you must enter your CSN/Securityholder Number, post code/country of residence and
the secure access Control Number that is located on the front of your Voting/Proxy Form or advised
via the link in the email notification you received.
To cast a postal vote or appoint a proxy, select your preferred voting method and follow the prompts online.
Resolutions 1, 2, 3 and 4 are ordinary resolutions, meaning they can be approved by a simple majority
(more than 50%) of the votes cast.
Shareholders attending in person or using the online platform will have the opportunity to ask
questions during the meeting. If you cannot attend the meeting but would like to ask a question,
you can submit these by returning with your Voting/Proxy Form or by going to www.investorvote.co.nz
and completing the online validation process.
PERSONS ENTITLED
TO VOTE:
HOW TO ATTEND THE
MEETING:
PROXIES AND CORPORATE
REPRESENTATIVES:
POSTAL VOTING:
PROXY AND POSTAL
VOTING FORM:
ONLINE PROXY AND
POSTAL VOTING:
RESOLUTIONS:
SHAREHOLDER QUESTIONS:

RSVP > ANNUAL SHAREHOLDERS’ MEETING
To help with our planning, please let us know if you would like to attend
our Annual Shareholders’ Meeting. All you need to do is register by:
• emailing mercury@computershare.co.nz with your CSN / Securityholder
Number. Please indicate in your email if you wish to be accompanied
by your spouse, partner or companion (only one guest per
shareholder); OR
• tick the boxes to the right and send this form back to us in the
free-post envelope enclosed.
The meeting is being held at Hyundai Marine Sports Centre, Ōrākei,
Auckland, on Tuesday 19 September 2023 starting at 1:00pm.
PLEASE TICK:
Yes, I will attend the meeting in person
I wish to be accompanied by my spouse, partner
or companion (only one guest per shareholder)
Shareholder name:
HYUNDAI MARINE SPORTS CENTRE
8/10 TĀMAKI DRIVE
ŌRĀKEI, AUCKLAND
• Parking: There will be free parking
at the venue.
• Bus stops: There are bus stops on either
side of Tāmaki Drive approximately
500m from the entrance to the venue in
each direction.
• Taxis: Taxis will be allowed to drive
in and drop passengers off at the front
of the venue at reception.
ŌRĀKEI
MARINA
ŌKAHU BAY
P
P
AUCKLAND CITY
HYUNDAI MARINE
SPORTS CENTRE
TĀMAKI DRIVE
TĀMAKI DRIVE
MISSION BAY
> DIRECTIONS TO HYUNDAI MARINE SPORTS CENTRE

> MERCURY NZ LIMITED
33 BROADWAY, NEWMARKET, AUCKLAND 1023, NEW ZEALAND
PHONE +64 9 308 8200
MERCURY.CO.NZ
NOTICE OF REPORT AVAILABILITY
Our Annual and Interim Reports are, or will be, available on our website www.mercury.co.nz/investors
If you would like to receive free printed copies or electronic copies of our Annual and Interim Reports,
please email ecomms@computershare.co.nz at any time.

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Lodge your postal vote or proxy
Online
www.investorvote.co.nz
By Mail
Computershare Investor Services
Private Bag 92119, Auckland 1142, New Zealand
For all enquiries contact
By Phone
+64 9 488 8777
By Email
corporateactions@computershare.co.nz
The 2023 Annual Shareholders’ Meeting of Mercury NZ Limited will be held on Tuesday 19 September 2023 at 1:00pm (NZ time)
at Hyundai Marine Sports Centre, Ōrākei, Auckland and virtually through the Computershare Meeting Platform
https://meetnow.global/nz..
www.investorvote.co.nz
Lodge your proxy online, (24/7 access) by 1:00pm on Sunday 17th September 2023
Your secure access information is:
Control Number:
CSN/Securityholder Number:
To vote online you will need the above Control Number, your CSN/Securityholder Number
and post code or country of residence if you reside outside of New Zealand.
Smartphone?
Scan the QR code to vote now.
To be effective as a postal vote or proxy, the Voting/Proxy Form must be received by 1:00pm on 17 September 2023.
> TURN OVER TO COMPLETE THE FORM TO VOTE
VOTING

You’re entitled to one vote for every fully paid share you hold in Mercury NZ Limited at 5pm on Friday
15 September 2023. Voting at the meeting will be by way of a poll (which the Chair of the meeting will
call at the start of the meeting). You may cast a postal vote or appoint a proxy to vote on your behalf.
HOW TO VOTE
Attending the Meeting
Please bring this Voting/Proxy Form to the meeting so we can scan the barcode to register you.
To vote by postal vote or appoint a proxy instead, please complete either process online or post this
form. Please read the instructions below before completing this form.
You can participate in the meeting virtually through the Computershare Meeting Platform https://
meetnow.global/nz. To access the meeting, click ‘Go’ under the Mercury meeting and then click ‘Join
Meeting Now’. Select ‘Shareholder’ on the login screen and enter your CSN/Securityholder Number and
post code (or country of residence if outside of New Zealand).
For more information, please refer to the Notice of Meeting and Virtual Meeting Guide.
Postal Vote (refer to Step 1 overleaf)
The Company Secretary has been authorised by the Board to receive and count postal votes at the
meeting. If you return your postal vote without indicating how you wish to vote on a resolution, you’ll
be treated as not voting on that resolution.
Appointment of Proxy (refer to Steps 1 & 2 overleaf)
You may appoint a proxy (or, in the case of a corporate shareholder, a representative) to attend on your
behalf. A proxy does not need to be a Mercury shareholder. You may direct the proxy on how to vote
on some or all resolutions or leave a decision, some decisions or all decisions to the proxy’s discretion
– do this by ticking the “Proxy Discretion” box.
Any votes where you’ve directed the proxy by ticking the “For”, “Against” or “Abstain” boxes will be
counted as postal votes, so you don’t need to worry if your proxy is unable to make it to the meeting.
You may appoint the Chair of the meeting or any director as your proxy. To do this, enter “the Chair” or
the director’s name in the space allocated in “Step 2” of this form. The Chair of the meeting and the
directors will vote for resolutions marked “Proxy’s Discretion”, even if they have an interest in the
outcome of the resolution.
If you’ve ticked the “Proxy’s Discretion” box and your named proxy does not attend the meeting or you
haven’t named a proxy, the Chair of the meeting will act as your proxy.
HOW TO SIGN
Individual
Where a shareholder is an individual, this Voting/Proxy Form must be signed by you or someone you
authorise to sign for you.
Companies
Where a shareholder is a company, this Voting/Proxy Form must be signed by a director or someone
the company authorises to sign for it.
Trusts
Where a shareholder is a trust, this Voting/Proxy Form should be signed by at least one trustee in
accordance with the relevant trust deed (using the rules for an individual or a company, as applicable).
Partnerships
Where a shareholder is a partnership, this Voting/Proxy Form should be signed by at least one partner
in accordance with the rules governing the partnership (using the rules for an individual or a company,
as applicable).
Joint Shareholders
At least one joint shareholder should sign this Voting/Proxy Form (on behalf of all joint shareholders).
If a joint shareholder votes differently from another joint shareholder, the vote of the shareholder
named first in the share register will be counted.
Power of Attorney
If this Voting/Proxy Form is completed by an attorney, the power of attorney or a certified copy must,
unless already provided to Mercury NZ Limited, accompany the Voting/ Proxy Form together with a
completed certificate of non-revocation of authority.
Body Corporate
Where a body corporate is appointing a representative to act on its behalf, pre-registration will not be
required. Instead it will be sufficient for the appointed person to produce reasonable evidence at the
meeting of his or her authority to represent the body corporate, as well as a completed copy of this
Voting/Proxy Form.
VOTING/PROXY FORM
SAMPLE ONLY

> STEP 1: VOTING INSTRUCTIONS/VOTING PAPER
Cast a postal vote, or instruct your proxy to vote, by placing a tick in the relevant box. Tick one box only in respect of each resolution. If you’re appointing a proxy
and want your proxy to decide how to vote on a resolution, please mark the box “Proxy’s Discretion”.
ResolutionsForAgainstAbstain
Proxy’s
Discretion
1.To re-elect Hannah Hamling as a director.
2.To re-elect Scott St John as a director.
3.To elect Adrian Littlewood as a director.
4.To elect Mark Binns as a director.
> STEP 2: APPOINTMENT OF A PROXY
If you mark any of the boxes above “Proxy’s Discretion”, you must also appoint a proxy (although if you’ve marked “For”, “Against” or “Abstain”, these will be counted as
postal votes whether or not your proxy attends the meeting). Even if you cast a postal vote, you may also appoint a proxy to attend the meeting on your behalf by filling
out this section. You can choose the Chair of the meeting or any Director to be your proxy.
I/We
the above named shareholder/shareholders of Mercury NZ Limited
hereby appoint:
of
(full name of proxy) (full address) Note: Leave blank if appointing the Chair or a director as your proxy

(email address) (phone number)

Or failing that person of
(full name of proxy) (full address) Note: Leave blank if appointing the Chair or a director as your proxy

(email address) (phone number)
as my/our proxy to vote for me/us on my/our behalf as directed above and on any other matter to be put to the Annual Shareholders’ Meeting of Mercury NZ
Limited to be held on Tuesday 19 September 2023 at 1:00pm and at any adjournment or postponement of this meeting.
If you do not provide contact details for your proxy (and they are not the Chair or a director), we cannot guarantee that your proxy will be admitted if they intend to
attend the meeting virtually.

> SIGNATURE OF SHAREHOLDER(S) THIS SECTION MUST BE COMPLETED
The Annual Shareholders’ Meeting of Mercury NZ Limited will be held on Tuesday
19 September 2023 at 1:00pm at Hyundai Marine Sports Centre, Ōrākei, Auckland and
virtually through the Computershare Meeting Platform https://meetnow.global/nz.
ATTENDANCE SLIP
Contact Name
Shareholder 1
Daytime Phone
Shareholder 2
Date
Shareholder 3

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Attending the meeting online
Our online meeting provides you the opportunity to
participate online using your smartphone, tablet or computer.
If you 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.
HOW TO PARTICIPATE IN VIRTUAL/HYBRID MEETINGS
Visit https://meetnow.global/nz
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
r
emotely is eligible to ask a question.
S
elect the Q&A tab and type your question into the
box at the bottom of the screen and press 'Send'.
Navigation
Access
Access the online meeting at
https://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.
Contact
If you have any issues accessing the website please
c
all +64 9 488 8700.