Notice of Meeting

NOTICE OF
MEETING
Notice is hereby given that the Annual Meeting of Shareholders of Skellerup Holdings Limited (the “Company”)
will be held in the South Stand at Eden Park, Reimers Avenue, Auckland, and online at https://meetnow.global/nz,
on Thursday, 24 October 2024 commencing at 2.30pm.
Business
A. Chair’s Address
B. Chief Executive Officer’s Address
C. Financial Statements and Reports
D. Resolutions
1. That Alan Isaac, who retires and is eligible for re-election, be re-elected as a director of the Company.
2. That John Strowger, who retires and is eligible for re-election, be re-elected as a director of the Company.
3. That the non-executive directors’ total fee pool be increased by $200,000 from $650,000 to $850,000
per annum with effect from 01 July 2024, to be divided amongst the non-executive directors as they
consider appropriate.
4. That the directors are authorised to fix the remuneration of the auditors for the ensuing year.
E. Other Business
Entitlement to Vote
The persons who will be entitled to vote on the resolutions at the meeting are those persons who will be
the shareholders of the Company at 5.00pm on Tuesday, 22 October 2024 subject to the voting restrictions
outlined below.
Attending the Meeting
The Company is holding a hybrid Annual Meeting. Shareholders can attend either in person or online at
https://meetnow.global/nz or appoint a proxy to attend on their behalf.
Shareholders joining online will be able to watch the Annual Meeting, vote and ask questions using a smartphone,
tablet or desktop device. Please refer to the enclosed Virtual Meeting Guide for more information.
Shareholders who are not able to attend, in person or online, and who do not wish to appoint a proxy may cast an
online or postal vote before the meeting. Please review the enclosed Voting/Proxy Form for instructions on how to
vote online.
Appointing a Proxy
Any shareholder who is entitled to attend and vote at the meeting may appoint a proxy instead to attend the meeting,
in person or online, and vote on their behalf at the meeting.
A proxy need not be a shareholder of the Company. The Chair of the Company is willing to act as proxy for any
shareholder who may wish to appoint him for that purpose. The Chair intends to vote any undirected proxies
in favour of the resolutions other than Resolution 3, in respect of which the Chair will abstain from voting any
undirected proxies.
If you wish to appoint a proxy, please review the enclosed Voting/Proxy Form which provides information on how
to make this appointment.
For your vote or proxy appointment to be effective, it must be received by 2.30pm on Tuesday 22 October 2024
(being not less than 48 hours before the time of the meeting). Tim Runnalls, CFO, has been authorised by the Board
to receive and count postal and online votes at the meeting.

Voting
Resolutions 1 to 4 are ordinary resolutions, requiring a simple majority of the votes of those shareholders entitled
to vote and voting. In accordance with the NZX Listing Rules, each director and all Associated Persons of each
director (as that term is defined in the NZX Listing Rules) is disqualified from voting in favour of Resolution 3,
other than where the vote is cast by a director or an Associated Person of a director as proxy for a person who is
entitled to vote, in accordance with express directions on the Voting/Proxy Form to vote for the resolution. Any votes
otherwise cast in favour of Resolution 3 by a director or an Associated Person of a director will be disregarded by
the Company.
EXPLANATORY NOTES
Resolution 1 & 2: Re-election of Directors
The NZX Listing Rules prohibit a director from holding office (without re-election) for more than 3 years or 3 annual
meetings, whichever is longer. If a director is eligible, he or she may offer himself or herself for re-election by
shareholders at the meeting.
The NZX Listing Rules require the Board to identify which directors it determines to be Independent Directors
having regard to factors described in the NZX Corporate Governance Code (the “NZX Code”). The NZX Code
states the materiality of any interest, position, association, or relationship needs to be assessed to determine
whether it might interfere, or might reasonably be seen to interfere, with the director’s capacity to bring an
independent judgment to bear on issues before the Board and to act in the best interests of the Company and to
represent the interests of its shareholders generally. It is noted that some advisers who provide voting advice to
institutional shareholders assess the independence of directors differently to the NZX Code and therefore reach
different conclusions on the independence of directors.
Alan Isaac
Alan was appointed to the Board in August 2016.
Alan has considerable experience governing and leading businesses and sporting organisations. Alan is currently
Chairman of the New Zealand Community Trust. He is also a director of NZX listed Oceania Healthcare Limited and
Scales Corporation Limited.
He was Chairman of KPMG NZ for 10 years until 2006, is a past Chairman of Cricket NZ, past President of the
International Cricket Council and the New Zealand Institute of Directors.
Alan’s contribution to sport and business was acknowledged with his appointment as a Companion of the
New Zealand Order of Merit (CNZM) in 2013.
Alan is Chair of the Audit Committee and a member of the Remuneration and Sustainability Committees.
For the purposes of the NZX Listing Rules, the Board has determined that Alan Isaac is an Independent Director.
John Strowger
John was appointed to the Board in March 2015 and as Chair in October 2022.
John retired as a partner of Chapman Tripp on 30 November 2022. John specialised in corporate, contract and
securities law, mergers & acquisitions as well as heading the firm’s China desk. He was named NZ Deal Maker
of the Year at the 2015, 2017 and 2019 Australasian Law Awards.
John is a director of NZX listed Sanford Limited and sits on the boards of, and advisory committees to, a number
of private sector businesses.
John is Chair of the Health & Safety, Remuneration and Nomination Committees, and a member of the
Audit Committee.
For the purposes of the NZX Listing Rules, the Board has determined that John Strowger is an Independent Director.
Resolution 3: Directors’ Fees Increase
This resolution is put to shareholders in accordance with NZX Listing Rule 2.11.1 and relates to the maximum
aggregate fees payable to all non-executive directors per annum. At present the total fee pool for non-executive
directors is $650,000 per annum, as approved by shareholders at the Company’s annual meeting on 25 October
2021. It is proposed to increase the total non-executive director fee pool by $200,000 to $850,000 per annum,
being a 31% increase.

The Board will determine how fees are allocated amongst the directors. Should the resolution be passed, the initial
allocation of the scheduled board and committee fees payable to non-executive directors per annum will be as
set out in the below table. There are no committee member fees paid except for the roles of Chair of the Audit
Committee and the Sustainability Committee.
RoleCurrent FeeProposed Change
Chair of the Board$200,000Nil
Directors (individually and excluding the Chair)$100,000Nil
Chair of the Audit Committee (in addition to director fee)$25,000Nil
Chair of the Sustainability Committee
(in addition to director fee)
$25,000Nil
The Company is seeking the approval of shareholders to increase the total fee pool for non-executive directors for
the following reasons:
a. To provide for an increase in the number of non-executive directors on the Board. Prior to David Mair’s shift
from Chief Executive Officer to non-executive director (on 01 April 2024), the Board comprised five non-executive
directors and one executive director. Following this change the Board comprises six non-executive directors. An
increase in the pool is required to enable all (non-executive) directors to be remunerated at the current fee level.
b. To ensure the Company can continue to offer director’s fees to retain and attract non-executive directors
of a high calibre. The Company has significant global operations and continues to deliver robust financial
performance.
The Board considers, in light of the workloads and responsibilities undertaken by the Board and consideration of the
Independent Report (as outlined below), that the proposed increase to the total annual fee pool for non-executive
directors is fair and reflective of market conditions.
Based on current Board membership and committee composition, the proposed total annual fees payable to
the Company’s non-executive directors would be $750,000 leaving $100,000 of the proposed increased pool
unallocated initially.
There is no current intention to increase the total annual fees paid, save for the allocation necessary to remunerate
Mr Mair, as a consequence of his moving to non-executive director status.
The actual allocation of directors’ fees in each financial year will be determined by the Board and reported in
Skellerup’s Annual Report.
The Board is committed to setting director fees in a transparent manner. Accordingly, it engaged PWC to complete an
Independent Report to compare the Company’s directors fees with comparator companies. A copy of PWC’s report
is available at https://www.skellerupholdings.com/events/. The proposed increase in non-executive directors’ fees has
the unanimous support of the Board. The NZX Listing Rules require that remuneration of directors be authorised by an
ordinary resolution. Voting restrictions apply to this resolution as detailed under the heading “Voting” above.
Resolution 4: Remuneration of Auditors
The current auditors of the Company, Ernst & Young, will be automatically reappointed as the Company’s auditor
under section 207T of the Companies Act 1993. Under section 207S of the Companies Act 1993 auditors’ fees and
expenses must be fixed in the manner determined at the meeting. Shareholder approval is therefore sought for the
Board to be authorised to fix Ernst & Young’s remuneration for the ensuing year.
For and on behalf of the Board
John Strowger
Chair
Skellerup Holdings Limited
Auckland
02 September 2024

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Voting/Proxy Form: Skellerup Holdings Limited (SKL) Hybrid Annual Meeting, South Stand,
Eden Park, Reimers Avenue, Auckland on Thursday, 24 October 2024 at 2.30pm.
Voting
Every SKL shareholder whose name is registered in the share register as at 5.00pm on
22 October 2024 and who is present at the meeting in person, virtually or by proxy
or in the case of a body corporate shareholder, by representative, can vote in respect
of Resolutions 1 through 4 and shall have one vote in respect of every fully paid SKL
share held by that SKL shareholder at that time, subject to the voting restrictions set
out below. Voting will be by poll. In accordance with the NZX Listing Rules, each director
and all Associated Persons of each director (as that term is defined in the NZX Listing
Rules) is disqualified from voting in favour of Resolution 3, other than where the vote
is cast by a director or an Associated Person of a director as proxy for a person who is
entitled to vote, in accordance with express directions on this Voting/Proxy Form to vote
for the resolution. Any votes otherwise cast in favour of Resolution 3 by a director or an
Associated Person of a director will be disregarded.
How to Vote
In Person: If you intend to attend the meeting, please bring this Voting/Proxy Form,
intact, to the meeting.
Attending the Meeting Virtually: If you intend to attend the meeting virtually, please
review the enclosed Virtual Meeting Guide prior to the meeting. You will be able to
watch the meeting and cast your vote from your smartphone, tablet or desktop device.
For assistance with the online process you can contact Computershare.
Online: Visit www.investorvote.co.nz and follow the prompts. (This is the easiest way
to vote should you not be attending the meeting.)
By Mail: Complete, sign and return this form, casting a postal vote, to the address at the
top of the page.
If you cast a postal vote, you may also appoint a proxy to attend the meeting on your
behalf by completing the YES box under the heading "Other Matters" in Step 1 overleaf.
Appointment of Proxy
If you DO NOT intend to attend the meeting, but wish to be represented by a proxy,
please appoint your proxy in one of the following ways:
Online: Visit www.investorvote.co.nz and follow the prompts.
By Mail or Fax: Complete, sign and return this form to the address or fax number at
the top of the page. We need to receive the completed forms no later than 2.30pm on
22 October 2024.
A proxy need not be a shareholder. The person you appoint as your proxy will be
entitled to attend the meeting to represent your interests. If you mark the “Proxy
Discretion” box for any resolution, you are directing your proxy to vote as they think
fit. If you inadvertently do not name a proxy, or your named proxy does not attend the
meeting, the Chair will be your proxy and vote in accordance with your expressed
direction.
If you wish, you may appoint the Chair of the Company, the Chair of the meeting or
any director as your proxy. To appoint the Chair or a director, enter “the Chair” or the
director’s name in the space allocated in Step 1 of this form. If you appoint the Chair
or any director as your proxy, and you mark the “Proxy Discretion” box, the Chair or
director will vote for the resolutions other than Resolution 3, in respect of which the
Chair will abstain from voting any undirected proxies.
Signing Instructions for Postal Forms
Individual
Where a shareholder is an individual, this Voting/Proxy Form must be signed by the
shareholder or their duly authorised attorney.
Companies
Where a shareholder is a company, this Voting/Proxy Form must be signed by a director
or a duly authorised attorney or officer.
Trusts
Where a shareholder is a trust, this Voting/Proxy Form should be signed as above by
at least one trustee in accordance with the relevant trust deed (using the rules for
an individual or a company, depending upon whether the trustee is an individual or a
company).
Partnerships
Where a shareholder is a partnership, this Voting/Proxy Form should be signed as above
by at least one partner in accordance with the rules governing the partnership (using the
rules for an individual or a company, depending upon whether the partner is an individual
or a company).
Joint Shareholders
At least one joint shareholder should sign this Voting/Proxy Form (on behalf of all joint
shareholders). In the case of joint shareholders, if the shareholders appoint different
voting proxies, the vote of the proxy appointed by the first named joint shareholder will be
counted. Seniority shall be determined by the order in which names stand in Skellerup
Holdings Limited’s share register.
Power of Attorney
If this Voting/Proxy Form is completed by an attorney, the power of attorney or a certified
copy must, if not previously produced to Skellerup Holdings Limited, accompany the
Voting/Proxy Form together with a completed certificate of non-revocation of authority.
Body Corporate
A body corporate shareholder may appoint a representative on its behalf in the same
manner as if it were appointing a proxy, provided that the Chair of the meeting, the
Board, or the persons checking the entitlement of people to attend a meeting, shall waive
any time limit for prior notice in respect of a corporation in favour of a person who at a
meeting can produce reasonable evidence of their authority to represent the corporation.
Your secure access information
Control Number: CSN/Securityholder Number:
PLEASE NOTE: You will need your CSN/Securityholder Number and post code to lodge your vote or appoint your proxy online.
www.investorvote.co.nz
Lodge your vote or appoint your proxy online.
Smartphone?
Scan the QR code to vote or appoint your proxy now.
For your postal vote or proxy to be effective, the Voting/Proxy Form must be received by 2.30pm on Tuesday, 22 October 2024.
Go online to vote or appoint your proxy, or turn over to complete the form
How to vote
In Person
Attend the Annual Meeting
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

Contact Name Contact Daytime Telephone Date
Resolutions: Annual Meeting
Proxy/Corporate Representative Form
hereby appointof
or failing him/herof
Voting Instructions/Voting Form
STEP 1
I/We being a shareholder/s of Skellerup Holdings Limited
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.
Please note: If you mark any of the PROXY DISCRETION or YES boxes above, you must appoint a proxy. If you mark any of the FOR, AGAINST or ABSTAIN
boxes, your vote will be counted as a postal vote. In addition to casting a postal vote, you may also appoint a proxy to attend the meeting on your behalf by
selecting YES above. This may be the Chair or any Director if you so wish.
as my/our Proxy to exercise my/our vote in accordance with my/our directions at the Annual Meeting of the Shareholders of Skellerup Holdings Limited to be held in the
South Stand at Eden Park, Reimers Avenue, Auckland on Thursday, 24 October 2024 at 2.30pm and at any adjournment of that meeting, and to vote as my/our proxy thinks
fit on any resolution to amend the resolution, on the resolution so amended and on any other resolution proposed at the meeting (or any adjournment) so as to give
effect to my/our intention as set out above where possible.
Shareholder 1 Shareholder 2 Shareholder 3
or director or duly authorised officer or attorney
Annual Meeting of the Shareholders of
Skellerup Holdings Limited to be held in the
South Stand at Eden Park, Reimers Avenue, Auckland
on Thursday, 24 October 2024 at 2.30pm.
Signature of Securityholder(s) This section must be completed.
SIGN
Appointment of Proxy
STEP 2
For
Against
Proxy
Discretion
Abstain
No
Ye s
ATTENDANCE SLIP
If your proxy will be attending the meeting remotely, please ensure that you provide their contact details below (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):
Shareholders can still attend electronically, even if they have appointed a proxy
(although they will not be able to vote if a proxy has been appointed).
1.
That Alan Isaac, who retires and is eligible for re-election, be re-elected as a director of the Company.
2.
That John Strowger, who retires and is eligible for re-election, be re-elected as a director of the Company.
3.
That the non-executive directors' total fee pool be increased by $200,000 from $650,000 to $850,000
per annum, with effect from 01 July 2024 to be divided amongst the non-executive directors as they
consider appropriate.
4.
That the directors are authorised to fix the remuneration of the auditors for the ensuing year.
Other Matters
I wish to appoint a proxy to attend the meeting on my behalf