Notice of Annual Shareholder Meeting

Meridian Energy Limited.
Notice of Annual Shareholder Meeting.
Right.
Now.
12 October 2023

The Annual Shareholder Meeting (ASM)
of Meridian Energy Limited (NZ 938552)
(ARBN 151 800 396) will be held at Level 2,
287-293 Durham Street North, Christchurch,
New Zealand on Thursday, 12 October 2023,
commencing at 9.30am. 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:
9 October 2023, 5.00pm.
Latest time for receipt of postal votes and
proxy forms: 10 October 2023, 9:30am.
Annual Shareholder Meeting:
12 October 2023, 9.30am.
◄ Cover: Wind turbine blade being transported to Harapaki Wind Farm, Hawke’s Bay.

1
MERIDIAN ENERGY LIMITED
NOTICE OF ANNUAL SHAREHOLDER MEETING
All shareholders will have the opportunity
to attend and participate in the 2023 Annual
Meeting in person or online via an internet
connection (using a computer, laptop, tablet
or smartphone).
Hybrid meetings are accessible on both
desktop and mobile devices. In order to
participate remotely you will need to visit
Computershare’s Meeting Platform
https://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.
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/Security-
holder Number, which can be found in their
email broadcasts and on their proxy forms
for verification purposes.
Hybrid
Meeting

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 Resolution:
Resolution 1:
Re-election of Mark Verbiest:
That Mark Verbiest, who retires by rotation
and is eligible for re-election, be re-elected
as a Director of the Company.
Resolution 2:
Election of David Carter:
That David Carter (appointed as a Director
of the Company by the Board with effect
from 25 July 2023), who retires and is eligible
for election, be elected as a Director of
the Company.
For further detail see the Explanatory Notes.
Jason Woolley
Company Secretary
12 September 2023
◄ White Hill Wind Farm, Southland.

3
MERIDIAN ENERGY LIMITED
NOTICE OF ANNUAL SHAREHOLDER MEETING
Explanatory
notes
Resolution 1:
Re-election of Mark Verbiest
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, Mark Verbiest retires and offers
himself for re-election by shareholders at
this ASM.
The Board has determined, in its view, that
Mark Verbiest is an Independent Director
(as defined in the Listing Rules).
MARK VERBIEST
LLB, CFInstD
Mark Verbiest joined the Meridian Board
in March 2017 and was appointed Chair in
October 2019. Mark serves on the Audit and
Risk Committee and People, Remuneration
and Culture Committee.
Mark is an experienced company director,
currently serving as the Chair of Summerset
Group Holdings Limited. He is also the former
Chair of Freightways Limited, Spark New Zealand
Limited and Transpower New Zealand Limited.
He is a former director for ANZ Bank
New Zealand Limited and former board
member of the Financial Markets Authority
and former member of the Advisory Board
to New Zealand Treasury.
Mark has had significant involvement and
experience in the energy and technology
sectors, as well as capital markets, in a variety
of roles, over many years.

4
MERIDIAN ENERGY LIMITED
NOTICE OF ANNUAL SHAREHOLDER MEETING
Resolution 2:
Election of David Carter
David Carter has been appointed as a Director
of the Company by the Board with effect from
25 July 2023. 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, David Carter retires and offers
himself for election at this ASM.
The Board has determined, in its view, that
David Carter is an Independent Director
(as defined in the Listing Rules).
DAVID CARTE R
BE Civil (Hons), ME,
PhD (Geotechnical Engineering)
David Carter joined the Meridian Board
in July 2023 and serves on the Safety
and Sustainability Committee.
He has been with the Beca group of
companies since 1988 and during his 30 plus
years of experience has held various positions
within the group. Since 2017 David has been
the Group Executive Chair at Beca Group Ltd –
one of the largest independent advisory,
design, engineering and related services
consultancies in the Asia-Pacific.
A civil engineer by profession, David has
worked across a diverse range of sectors both
within New Zealand and offshore, from airports
to ports, and wastewater treatment plants to
heavy duty pavements. He has worked on
remediation of the Larona hydro canal and on
foundations for high rise structures. During
his career he has worked on a range of major
projects including the Victorian (Australia)
Desalination plant as a board member of the
design JV. He was also a technical reviewer
of the resource consent for the Kioreweku
Hydroelectric project.

5
MERIDIAN ENERGY LIMITED
NOTICE OF ANNUAL SHAREHOLDER MEETING
Voting
The Board has determined that as at the
close of trading on 9 October 2023 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.
Procedural
notes
◄ Churning water at Benmore Power Station, Otematata.

6
MERIDIAN ENERGY LIMITED
NOTICE OF ANNUAL SHAREHOLDER 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
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
matter 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 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
www. 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.

7
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 6140 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
5 October 2023.
Shareholder
questions
Whāngarei Heads at sunset, near Ruakākā. ►

8
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
Construction underway at Harapaki Wind Farm, Hawke’s Bay. ►

Armagh StreetArmagh Street
Gloucester Street
Worcester StreetWorcester Blvd
Chester Street West
Cranmer Square
Durham Street North
Cambridge Terrace
Oxford Terrace
Victoria Square
Meeting
venue
The ASM is being held at
Meridian Energy
Level 2, 287-293 Durham Street North,
Christchurch, New Zealand.
If you are unable to attend the ASM, but would
still like to follow its proceedings, then visit:
www.meridianenergy.co.nz/investors
9
MERIDIAN ENERGY LIMITED
NOTICE OF ANNUAL SHAREHOLDER MEETING

meridian.co.nz

---

Lodge your postal vote or proxy
Online
www.investorvote.co.nz
By Mail
Computershare Investor Services Limited
Private Bag 92119, Auckland 1142, New Zealand
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 9.30 am on Tuesday, 10
th
October 2023.
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 on Level 2, 287-293 Durham Street North, Christchurch, New Zealand and online via Computershare's Meeting Platform
https://meetnow.global/nz on Thursday, 12 October 2023, commencing at 9.30 am 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 Mark Verbiest, who retires by rotation and is eligible for re-election, be re-elected as a Director of the Company.
2.
That David Carter (appointed as a Director of the Company by the Board with effect from 25 July 2023), 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
on Level 2, 287-293 Durham Street North,
Christchurch, New Zealand and online via Computershare's
Meeting Platform https://meetnow.global/nz on
Thursday, 12 October 2023, commencing at 9.30 am.
Proxy/Voting Form

---

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 h t t p s : //meetnow.global/nz
Access
Access the online meeting at h t t p s : //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.