Notice of Annual Shareholder Meeting

Meridian Energy Limited.
Notice of Annual Shareholder Meeting.
15 October 2024
A shift
in energy
MERIDIAN ENERGY LIMITED
NOTICE OF ANNUAL SHAREHOLDER MEETING

2MERIDIAN ENERGY LIMITEDNOTICE OF ANNUAL SHAREHOLDER MEETING
The Annual Shareholder Meeting (ASM) of Meridian
Energy Limited (NZ 938552) (ARBN 151 800 396) will
be held at Level 2, 98 Customhouse Quay, Wellington,
New Zealand on Tuesday, 15 October 2024, commencing
at 9.30am. The ASM will also be available virtually
through Computershare’s Meeting Platform.

NOTICE OF ANNUAL SHAREHOLDER MEETINGMERIDIAN ENERGY LIMITED

1
All shareholders will have the
opportunity to attend and
participate in the 2024 Annual
Shareholder Meeting (ASM) 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 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/Securityholder Number,
which can be found in their email
broadcasts and on their proxy
forms for verification purposes.
Hybrid Meeting
IMPORTANT DATES & TIMES
Friday 11 October, 5.00pm
Vote-eligibility date for
voting entitlements for the
Annual Shareholder Meeting
Sunday 13 October, 9:30am
Latest time for receipt of
postal votes and proxy forms
15 October 2024, 9.30am
Annual Shareholder Meeting

2MERIDIAN ENERGY LIMITEDNOTICE OF ANNUAL SHAREHOLDER MEETING
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 Tania Simpson:
That Tania Simpson, who retires
by rotation and is eligible for
re-election, be re-elected as a
Director of the Company.
For further detail see the
Explanatory Note.
Jason Woolley
Company Secretary
13 September 2024
Harapaki Wind Farm in full operation, Hawke’s Bay.

NOTICE OF ANNUAL SHAREHOLDER MEETINGMERIDIAN ENERGY LIMITED

3
Explanatory notes
Resolution 1:
Re-election of Tania Simpson:
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, Tania Simpson retires
and offers herself for re-election
by shareholders at this ASM.
The Board has determined, in its
view, that Tania Simpson is an
Independent Director (as defined
in the Listing Rules).
TANIA SIMPSON
MM Māori, BA Māori, CFInstD
Tania joined the Meridian Board
in August 2021. Tania is Chair of
the People, Remuneration and
Culture Committee and also serves
on the Safety and Sustainability
Committee.
Tania is currently a director at Tainui
Group Holdings Limited, Auckland
International Airport Limited and
Waste Management NZ Limited
and is also a member of the
Waitangi Tribunal and Deputy Chair
of the Waitangi National Trust.
Tania has extensive experience
in corporate governance, policy
development and business having
served as a director of Mighty
River Power Limited for 13 years
from 2001. She also holds the
distinction of being the first Māori
director on the Reserve Bank of
New Zealand Board where she
was the Deputy Chair.
The Board (other than Tania Simpson)
unanimously recommends that
shareholders vote in favour of the
election of Tania Simpson as
a Director.
The Board also confirms that
Director nominations closed on
16 August 2024 and no other
director nominations were received.

4MERIDIAN ENERGY LIMITEDNOTICE OF ANNUAL SHAREHOLDER MEETING
Procedural notes
VOTING
The Board has determined that
as at the close of trading on
Friday 11 October, 5pm 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.
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 and voting in person:
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.

NOTICE OF ANNUAL SHAREHOLDER MEETINGMERIDIAN ENERGY LIMITED

5
SHAREHOLDER
QUESTIONS
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 Tuesday 8 October.
OTHER IMPORTANT INFORMATION
Meeting venue
The ASM is being held at Level 2, 98 Customhouse Quay,
Wellington, New Zealand.
If you are unable to attend the ASM, but would still like to follow
www.meridianenergy.co.nz/investors

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

---

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 9.30am on Sunday, 13th October 2024.
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 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 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 resolution 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.

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, 98 Customhouse Quay, Wellington, New Zealand on Tuesday, 15 October 2024, commencing at 9.30am 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 resolution are stated in brief. Please refer to the Notice of Annual Shareholder Meeting for the full text of the resolution and Explanatory Notes.
For
Against
Abstain
Proxy
Discretion
Ordinary Resolution
1.
That Tania Simpson, who retires by rotation and is eligible for re
-election, be re-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, 98 Customhouse Quay, Wellington,
New Zealand and online via Computershare's Meeting
Platform https://meetnow.global/nz on
Tuesday, 15 October 2024, commencing at 9.30am.
Proxy/Voting Form

---

NOTICE OF ANNUAL SHAREHOLDER MEETING – NOTEMERIDIAN ENERGY LIMITED

1
Meridian’s total annual
director fee pool of
$1,199,000 was approved
at the 2021 Annual
Shareholder Meeting.
In FY24 the Board sought
and considered independent
advice from Propero Consulting
(Propero), who reviewed director
remuneration for comparable
listed companies in New Zealand.
Propero recommended increasing
the total director fee pool by
8.7% on average to align with the
median of the comparator group.
Board Remuneration Report
Summary bit.ly/3Xa6Eq9
Meridian’s Board has decided
instead to keep the overall fee
pool at the 2021 level but to
re-allocate it by increasing fees
paid for individual Director and
Committee roles as indicated in
the table below. The changes
are effective from 1 July 2024.
Note to shareholders on
Director Fee Pool Allocation
Prior to FY25FY25
Role
Fee
allocated
No. of
Roles Sub-total
Fee
allocated
No. of
Roles Sub-total
Board Chair212,0001212,000250,0001250,000
Board Director116,750 6700,500116,750 6700,500
Audit and Risk Committee Chair25,000125,00032,600132,600
Audit and Risk Committee Member10,500221,00016,300 232,600
People, Remuneration and Culture
Committee Chair
21,000121,00027,000127,000
People, Remuneration and
Culture Committee Members
9,500 219,00012,000 224,000
Safety and Sustainability
Committee Chair
21,000121,00027,000127,000
Safety and Sustainability
Committee Member
9,500 328,50012,000 336,000
Cyber Security Committee Chair –––13,500113,500
Cyber Security Committee Members–––6,000212,000
Unallocated Pool151,00043,800
Total1,199,0001,199,000

---

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.