2024 Notice of Annual Meeting of Shareholders

Notice of Meeting & Explanatory Notes
MAINFREIGHT 2024 ANNUAL MEETING OF SHAREHOLDERS

23
EXPLANATORY Notes
NOTICE of Meeting
Agenda
CHAIRMAN’S ADDRESS
GROUP MANAGING DIRECTOR’S ADDRESS
ANNUAL REPORT
To receive and consider the annual report
of the Company for the year ended 31 March
2024, including the f inancial statements for
that year and the directors’ and auditor’s
reports to shareholders.
RESOLUTIONS
To consider and, if thought f it, to pass the
following ordinary resolutions (which require
the approval of a simple majority of the
votes of those shareholders entitled to vote
and voting on the resolution in person or by
proxy or representative):
1. Election of Director
That Annie Steel, having been appointed as
a Director of the Company by the Board on
1 March 2024, and being eligible and having
offered herself for election, be elected as a
Director of the Company (see explanatory
note).
2. Election of Director
That Hayley Buckley, having been appointed
as a Director of the Company by the Board
on 1 March 2024, and being eligible and
having offered herself for election, be
elected as a Director of the Company
(see explanatory note).
3. Re-election of Bruce Plested
That Bruce Plested, who retires by rotation
at the annual meeting and is eligible for
re-election, be re-elected as a Director of
the Company (see explanatory note).
4. Director Retirement Payment
That Richard Prebble, who retires by rotation
at the annual meeting, be paid 12 months
Director fees, being $120,000, upon his
retirement (see explanatory note).
5. Auditor
That the Directors be authorised to f ix
the fees and expenses of the auditor
(see explanatory note).
OTHER BUSINESS
To consider any other matters that may
lawfully be considered at the meeting.
BY ORDER OF THE BOARD


BRUCE PLESTED, CHAIRMAN
25 JUNE 2024
Annie Steel
Annie Steel is a
corporate lawyer and
has had considerable
experience across
complex and
challenging corporate
transactions and
strategic advisory
engagements. Annie
is a partner of Harmos Horton Lusk and
has been involved in a number of domestic
and cross-border public and private
mergers and acquisitions, and equity
capital markets transactions. Annie is a
Barrister and Solicitor of the High Court of
New Zealand and has a Bachelor of Laws
(Honours) and a Bachelor of Arts (French
and Chinese). The Board of Directors
recommends that Annie Steel be elected
as a Director of the Company. The Board of
Directors consider that Annie Steel qualif ies
as an independent Director under the
provisions of the NZX Main Board Listing
Rule 2.6.
RESOLUTIONS 1 AND 2: ELECTION OF DIRECTORS
Under NZX Main Board Listing Rule 2.2.1(a), and permitted by Mainf reight’s Constitution,
a Director appointed by the Board may hold off ice only until the next annual meeting of
the Company, but is eligible for election at that meeting.
Annie Steel and Hayley Buckley were appointed by the Board as Directors of the Company
on 1 March 2024. Pursuant to NZX Main Board Listing Rule 2.2.1(b) and in accordance with
2.3, and both being eligible and having offered themselves for election, Annie Steel and
Hayley Buckley are each seeking election as a Director at the annual meeting.
Hayley Buckley
Hayley Buckley is a
corporate partner
for Wynn Williams,
including Chair of
the Wynn Williams
Board, and has
had signif icant
experience across
commercial law
capital markets, mergers and acquisitions,
and private equity funded management
buy-outs. Hayley has both national (NZ)
and international (London, USA) corporate
legal experience across a number of
business sectors. Hayley is a member of
the NZ Institute of Directors, is an Alumnae
of the Harvard Business School (2019) and
has been admitted to the High Court of
New Zealand and the Supreme Court of
England and Wales. The Board of Directors
recommends that Hayley Buckley be
elected as a Director of the Company.
The Board of Directors consider that
Hayley Buckley qualif ies as an independent
Director under the provisions of the NZX
Main Board Listing Rule 2.6.
Notice is given that the annual meeting of shareholders of Mainf reight
Limited (the “Company”) will be held at 4.00pm on Thursday, 25 July
2024 in the Level 4 Lounge, South Stand, Eden Park, Reimers Avenue,
Kingsland, Auckland, New Zealand.
RESOLUTION 3: RE-ELECTION OF DIRECTORS
In accordance with NZX Main Board Listing Rule 2.7.1, Bruce Plested retires by rotation and
being eligible, offers himself for re-election. The Board of Directors unanimously recommends
that shareholders vote in favour of the re-election of Bruce Plested. The Board of Directors
considers that Bruce Plested does not qualify as an independent director.

4
ANNUAL MEETING of Shareholders
N
Eden
P
ark
C
ar Park
s
W
AL
TER
S R
O
AD
REIMER
S A
VENUE
BELL
W
OOD A
VENUE
R
O
Y
AL TERRA
CE
NEW NOR
TH R
O
AD
S
ANDRINGHAM
CRICKET A
VENUE
RALEIGH S
TREET
A
SB St
and
South
St
and
W
e
st St
and
East St
and
P5 Car Park
P5
K
I
N
G
S
L
AN
D
T
R
A
I
N
S
T
A
TI
O
N
LEVEL
4
,
L
O
U
N
G
E
S
OUTH
S
T
A
N
D
K
O
WHAI S
TREET
G
A
T
E
C
G
A
T
E
B
R
O
AD
S
ANDRINGHAM
R
O
AD
G
Bruce Plested
Bruce Plested is
the Founder and
Chairman of
Mainf reight and is the
largest shareholder of
the Company.
Bruce is a qualif ied
chartered accountant
and Fellow of Chartered Accountants
Australia and New Zealand.
Bruce plays an active role in the direction
of the Company, sharing his values and
philosophy, which is at the heart of our
culture. With his deep industry experience
and strong ethical convictions, he is vitally
involved in setting the strategic focus for
the Company.
He is a member of the Board’s
Remuneration Committee (Chair).
RESOLUTION 4:
DIRECTOR RETIREMENT PAYMENT
At the 2023 Annual Meeting, Richard
Prebble advised shareholders that it was
his intention to retire at the 2024 Annual
Meeting of Shareholders and will step
down f rom his directorship of Mainf reight.
In accordance with NZX Main Board Listing
Rule 2.11.4, Richard Prebble will receive 12
months Director fees totalling $120,000,
for his services on the Board since 1996.
The Board of Directors recommend that
shareholders vote to approve Resolution 4.
RESOLUTION 5: AUDITOR
EY is automatically reappointed at the
annual meeting as the auditor of the
Company under section 207T of The
Companies Act 1993. This resolution
authorises the Board to f ix the fees and
expenses of the auditor.
The Directors recommend that shareholders
vote to approve Resolution 5.
Meeting Details
Venue: Level 4 Lounge, South Stand
Eden Park, Reimers Avenue
Kingsland, Auckland
Date: Thursday, 25 July 2024
Time: 4.00pm
Registered & Administration Office
2 Railway Lane, Otahuhu
Auckland 1062
PO Box 14038, Panmure
Auckland 1741
Tel +64 9 259 5500
www.mainfreight.com
Eden Park is well served by rail and bus
services. Kingsland train station is a short
walk f rom Eden Park.
There are car parks available at the South
Stand (through car park entrance G, off
Reimers Avenue) on a f irst come, f irst
served basis.
Enter Eden Park at Gate G and take the lift
to Level 4.

---

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
Go online to lodge your postal vote/proxy or turn over to complete the form
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 f rom
another joint shareholder, the vote of the shareholder named f irst 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 certif ied copy must, unless already provided to Mainf reight
Limited, accompany the Voting/Proxy Form together with a completed
certif icate 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 suff icient 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
You are entitled to one vote for every fully paid share in Mainf reight
Limited that you hold as at 4.00pm on Tuesday 23 July 2024. Voting at the
meeting will be by way of a poll (which the Chairman 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
Please bring this Voting/Proxy Form to the meeting to assist registration.
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.
Postal Vote (refer to Step 1 overleaf)
The Company’s Chief Financial Off icer has been authorised to receive and
count postal votes at the meeting.
You may cast a postal vote by completing the “For”, “Against” or “Abstain”
boxes in Step 1 overleaf.
If you return your postal vote without indicating how you wish to vote on
a resolution, you will be treated as not having voted on that resolution.
Appointment of Proxy (refer to Steps 1 & 2 overleaf)
If you do not plan to attend the meeting, you may appoint a proxy (or, in
the case of a corporate shareholder, a representative). A proxy does not
need to be a Mainf reight 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 other director, as your
proxy. To do this, enter ‘the Chairman’ or the director’s name in the space
allocated in ‘Step 2’ of this form. The Chair of the meeting and directors
will vote for resolutions marked “Proxy’s Discretion”, even if they have an
interest in the outcome of the resolution.
For your postal vote or proxy to be effective it must be received by 4.00pm Tuesday 23 July 2024
Lodge your proxy online, 24 hours a day, 7 days a week:
Your secure access information
Control Number:
CSN/Securityholder Number:
Smartphone?
Scan the QR code to vote now.
Voting/ProxyForm
PLEASE NOTE: You will need your CSN/Securityholder 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.
www.investorvote.co.nz
The Annual Shareholders' Meeting of Mainf reight Limited will be held in the Level 4 Lounge, South Stand, Eden Park, Reimers Avenue, Kingsland,
Auckland on Thursday, 25 July 2024 commencing at 4.00pm.

Voting Instructions/Voting Paper
Step 1
Resolutions
1. That Annie Steel, having been appointed as a Director of the Company by the Board on 1 March 2024,
and being eligible and having offered herself for election, be elected as a Director of the Company.
2. That Hayley Buckley, having been appointed as a Director of the Company by the Board on 1 March
2024, and being eligible and having offered herself for election, be elected as a Director of the Company.
3. That Bruce Plested, who retires by rotation at the annual meeting and is eligible for reelection,
be re-elected as a Director of the Company.
4. That Richard Prebble, who retires at the annual meeting, be paid 12 months Director Fees upon
his retirement.
5. That the Directors be authorised to f ix the fees and expenses of the auditor.
ForAgainstAbstain
Proxy
Discretion
Proxy/Corporate Representative Form
Annual Meeting of Mainf reight Limited to be held in the
Level 4 Lounge, South Stand, Eden Park, Reimers Avenue,
Kingsland, Auckland on Thursday, 25 July 2024.
Appointment of a proxy
Step 2
I/We being a shareholder/s of Mainf reight Limited
hereby appoint
of
or failing him/her of
as my/our proxy to act generally at the meeting on my/our behalf and to vote as directed above at the Annual Meeting of Mainfreight
Limited to be held in the Level 4 Lounge, South Stand, Eden Park, Reimers Avenue, Kingsland, Auckland on Thursday, 25 July 2024
commencing at 4.00pm and at any adjournment of that meeting.
(full name of proxy)
(full name of proxy)(full address) Note: Leave blank if appointing the Chair or a Director as your proxy
(full address) Note: Leave blank if appointing the Chair or a Director as your proxy
Please note: 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 f illing out this section. You can choose the Chair of the
meeting or any Director to be your proxy.
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)
Contact Name Daytime Telephone Date
Securityholder 1
or Sole Director/Directoror Director (if more than one)
Securityholder 2Securityholder 3
Signature of Securityholder(s)
This section must be completed
Sign
Attendance Slip