Notice of Meeting 2024
Wednesday 13 November 2024, 9.30am (NZ time)
Notice of Annual
Shareholder
Meeting
Dear Shareholder
Contact Energy Limited (“Contact”) invites
you to join us at our Annual Meeting of
Shareholders at:
The Maritime Room
Princes Wharf
Viaduct Harbour
Auckland CBD
or online at
www.virtualmeeting.co.nz/cen24
Wednesday 13 November 2024,
commencing at 9.30am (NZ time)
1
Business
A. Chair’s address
B. Chief Executive’s address
C. Resolutions
To consider and, if thought appropriate,
to pass the following ordinary resolutions:
Resolution 1 – Re-election of Sandra Dodds
That Sandra Dodds be re-elected as a director
of Contact.
Resolution 2 – Re-election of Jon Macdonald
That Jon Macdonald be re-elected as a
director of Contact.
Resolution 3 – Election of David Gibson
That David Gibson be elected as a director
of Contact.
Resolution 4 – Auditor’s Remuneration
That the directors be authorised to fix the
fees and expenses of the auditor.
D. Other Business and Shareholder Questions
To consider any other matter raised by a
shareholder at the meeting.
On behalf of the Board of Directors
Robert McDonald
Chair
15 OCTOBER 2024
2
Procedural Notes
Voting
Voting entitlements for the meeting will be
determined at 5pm on Monday 11 November
2024 based on registered shareholdings at that
time. Voting on all resolutions put before the
meeting will be by poll.
Each of the resolutions is to be considered as a
separate ordinary resolution. To be passed, each
of these resolutions requires the approval of a
simple majority (more than 50%) of the votes of
those shareholders entitled to vote and voting.
Proxies and corporate representatives
Shareholders entitled to attend and vote at
the meeting may appoint a proxy to attend
and vote on their behalf. A proxy need not be a
shareholder of Contact. Any corporation that is a
shareholder of Contact may appoint a person as
its representative to attend the meeting and vote
on its behalf in the same manner as that in which
it could appoint a proxy.
Proxy appointment
A proxy form accompanies this notice of meeting.
Proxy forms must be received at the office of
Contact’s share registry, MUFG Corporate Markets
(formerly Link Market Services), by 9.30am on
Monday, 11 November 2024. Any proxy form
received after that time will not be valid for the
meeting.
You can lodge your proxy online by going to
vote.linkmarketservices.com/CEN or by
scanning the QR code on the proxy form with
your smartphone.
If you complete the proxy form in full but do not
name a person as your proxy or your proxy does
not attend the meeting, the Chair of the Meeting
will act as your proxy and vote in accordance with
your express direction.
3
Virtual annual meeting
Shareholders and proxy holders entitled to attend
and vote at the meeting will be able to attend
the meeting in person, or participate in the
meeting virtually via an online platform provided
by Contact’s share registrar, MUFG Corporate
Markets (formerly Link Market Services) at
www.virtualmeeting.co.nz/cen24
Shareholders attending and participating in the
meeting virtually via the online platform will
be able to vote and ask questions during the
meeting. More information regarding virtual
attendance at the meeting is available at
https://bcast.linkinvestorservices.co.nz/MUFG/
MUFG_VirtualMeetingGuide.pdf
Explanatory Notes
Resolutions 1 and 2 – Re-election
of Sandra Dodds and Jon Macdonald
Under the NZX Listing Rules, a Contact director
must not hold office (without re-election) past
the third annual meeting following the director’s
appointment or 3 years, whichever is longer.
Accordingly, Sandra Dodds and Jon Macdonald
are both retiring by rotation at the meeting and
seeking re-election.
Sandra and Jon are Independent Directors (as
determined by the Board using the definition
in the NZX Listing Rules) and each stand for
re-election with the unanimous support of the
Board.
Resolution 3 – Election of David Gibson
Directors that have been appointed by the Board
to fill a casual vacancy during the year are also
required to retire at the next annual meeting
following their appointment and seek election by
shareholders. Accordingly, David Gibson, who was
appointed in February 2024, is standing for election.
David is an Independent Director (as determined
by the Board using the definition in the NZX
Listing Rules) and is standing for election with
the unanimous support of the Board.
4
Resolution 4 – Auditor’s fees
Ernst & Young (EY) is automatically reappointed
as auditor under section 207T of the Companies
Act 1993 (the “Act”). The proposed resolution is to
authorise the Board, under section 207S of the
Act, to fix the fees and expenses of the auditor.
5
Sandra Dodds
Independent Non-Executive Director
TERM OF OFFICE: APPOINTED DIRECTOR 1 SEPTEMBER 2021,
LAST ELECTED 2021 ANNUAL MEETING
BOARD COMMITTEES: CHAIR OF AUDIT AND RISK COMMITTEE
Sandra is based in Melbourne and currently
sits on the boards of Snowy Hydro Limited,
OceanaGold corporation and Fletcher Building
Limited. She has more than 30 years’ experience
as a senior leader in complex inf rastructure
businesses in Australia, New Zealand and Asia.
She holds a Bachelor of Commerce f rom the
University of Otago, is a graduate of The Australian
Institute of Directors, and is a fellow of Chartered
Accountants Australia and New Zealand.
6
Jon Macdonald
Independent Non-Executive Director
TERM OF OFFICE: APPOINTED DIRECTOR 1 NOVEMBER 2018,
LAST ELECTED 2021 ANNUAL MEETING
BOARD COMMITTEES: CHAIR OF THE PEOPLE COMMITTEE
Jon was CEO for the Trade Me Group for 11 years.
Prior to joining Trade Me, Jon worked in London
for HSBC Investment Bank in a variety of
technical and management positions, and has
worked for Deloitte Consulting with a focus on
telecommunications and financial services.
Jon is also a director of several other companies
including Sharesies, Mitre 10 New Zealand,
Trade Me Group (through Titan Parent NZ Ltd)
and Kiwibank Limited. Jon has a background
in engineering and technology. He has a
Bachelor of Electrical Engineering (Hons)
f rom the University of Canterbury.
7
David Gibson
Independent Non-Executive Director
TERM OF OFFICE: APPOINTED DIRECTOR 20 FEBRUARY 2024
BOARD COMMITTEES: MEMBER OF THE AUDIT AND RISK COMMITTEE
David has over 20 years’ investment banking
experience, including as Co-Head of Investment
Banking in New Zealand for Deutsche Bank
and Deutsche Craigs where he completed a
number of New Zealand’s largest M&A and equity
transactions, including within the energy sector.
He is currently Deputy Chair of Goodman (NZ)
Limited and a Director of Freightways, NZME
and Rangatira Limited. He is a former director
of Trustpower. David holds a Bachelor of Laws
(Honours) and Bachelor of Commerce f rom the
University of Canterbury.
8
7
Venue Location
• The Maritime Room
Princes Wharf
Viaduct Harbour
Auckland CBD
Commencing at 9.30am.
• The Maritime Room is located in the heart of
Auckland’s Viaduct Harbour, a short-walking
distance f rom both Britomart Transport Centre
for train and public bus services and the ferry
terminal
• There are also two paid parking options nearby:
›
Downtown Car Park
›
Princes Wharf Car Park.
9
Quay Street
Fanshawe Street
Customs Street
Hobson Street
Lower Hobson Street
Downtown
Car Park
Princes Wharf
Car Park
The Maritime Room
Princes Wharf
Viaduct
Basin
10
How to virtually attend the
Annual Shareholder Meeting
• Go to www.virtualmeeting.co.nz/cen24
• Login to the portal using your full name, mobile
number and email address
• To register to vote, click on the “get a voting card”
box at the top of the webpage, then enter your:
›
shareholder number; or
›
proxy number (if you are an appointed proxy,
a proxy number will be sent to you)
• To ask a question, click on the “ask a question” box
and follow the instructions on screen. You must
register to vote before you can ask a question.
For more detailed instructions on how to
attend the Annual Shareholder Meeting, see
https://bcast.linkinvestorservices.co.nz/MUFG/
MUFG_VirtualMeetingGuide.pdf
If attending virtually, we recommend you
commence the login process at least 15 minutes
before the meeting is due to begin.
---
Proxy form for Contact’s 2024 Annual Shareholder Meeting
The annual meeting of shareholders of Contact Energy
Limited (Contact) will be held on Wednesday 13 November
2024 at 9.30am at the Maritime Room, Princes Wharf,
Viaduct Harbour, Auckland CBD, New Zealand.
Shareholders also have the option to attend virtually.
ATTENDING THE MEETING
If you plan to attend the annual meeting in person, please
bring this Admission Card / Proxy Form intact as the barcode
will assist in your registration.
If you plan to attend the annual meeting virtually, you can join
via an online platform provided by Contact’s share registry at
www.virtualmeeting.co.nz/cen24 and will be able to vote
and ask questions during the meeting. Please note, you will
require your CSN/Holder Number for verification purposes.
PROXY APPOINTMENT
1. If you do not plan to attend the meeting and wish to
be represented by proxy or wish to appoint a corporate
representative, please complete and return this Proxy
Form, in accordance with the lodgment instructions
above, to Contact’s share registry, MUFG Corporate
Markets (formerly Link Market Services), or lodge your
proxy online at vote.linkmarketservices.com/CEN by
no later than 9.30am on Monday 11 November 2024.
2. Any corporation that is a shareholder of Contact may
appoint a person as its representative to attend the
meeting and vote on its behalf, in the same manner as
that in which it could appoint a proxy.
3. If you appoint a proxy, you must either direct the proxy
how to vote by ticking the “For”, “Against” or “Abstain”
box in respect of each resolution OR by ticking the “Proxy
Discretion” box in respect of each resolution. A shareholder
can direct the proxy holder in respect of one or more
resolutions and give the proxy holder discretion in respect
of other resolutions. If a shareholder does not tick any boxes
in respect of a resolution, then the vote will be invalid.
4. The Chair of the Meeting or any Director is willing to act
as proxy for any shareholder who appoints him/her for
that purpose. If you tick the “Proxy Discretion” box for a
particular resolution, your proxy will decide how to vote
in that resolution. However, if your proxy is precluded
f rom voting (for example, because he or she has an
interest in the outcome of the resolution), then they will
not be able to vote on the resolution on your behalf and
will be required to abstain. The Chair and Directors intend
to vote all discretionary proxies in favour of resolutions 1 to 4,
except that the Directors standing for re-election or
election will abstain f rom voting discretionary proxies
in respect of their own appointment.
5. If you complete the proxy form in full but do not name
a person as your proxy or your proxy does not attend the
meeting, the Chair of the Meeting will act as your proxy
and vote in accordance with your express direction.
SIGNING INSTRUCTIONS FOR PROXY FORM
6. This Proxy Form must be signed by the shareholder or
his/ her/its attorney duly authorised in writing.
7. If you are joint holders of shares, this Proxy Form may be
signed by either, or on behalf of, the joint shareholders
(or their duly authorised attorney).
8. If the shareholder is a company, this Proxy Form must
be signed on behalf of the company by a person acting
under the company’s express or implied authority.
9. If this Proxy Form has been signed under a power of
attorney (POA), a copy of the POA (unless already noted
by Contact or its registry) and a signed certificate of
on- revocation of the POA must be produced to Contact
with this form.
10. If you have any questions about appointing your proxy,
please call MUFG Corporate Markets (formerly Link
Market Services) Investor Helpline between 8.30am and
5.00pm (New Zealand time) on +64-9-375 5998 or email
meetings@linkmarketservices.com
Lodge your proxy
ONLINE
vote.linkmarketservices.com/CEN
SCAN & EMAIL
meetings@linkmarketservices.com
Please use “Contact Proxy Form” as the subject for easy
identification
MAIL
MUFG Corporate Markets
(formerly Link Market
Services Limited)
PO Box 91976
Victoria Street West
Auckland 1142
Scan this QR code with your
smartphone and lodge your
proxy online
GENERAL ENQUIRIES
+64 9 375 5998 | enquiries@linkmarketservices.com
Contact Energy Limited
DELIVER
MUFG Corporate Markets
(formerly Link Market
Services Limited)
Level 30, PWC Tower
15 Customs Street West
Auckland, 1010
Go online to vote.linkmarketservices.com/CEN to lodge your proxy or please TURN OVER to complete the Proxy Form.
SAMPLE
STEP 2: RESOLUTIONS – PROXY VOTING INSTRUCTIONS
ORDINARY RESOLUTIONS
1. That Sandra Dodds be re-elected as a director of Contact.
2. That Jon Macdonald be re-elected as a director of Contact.
3. That David Gibson be elected as a director of Contact.
4. That the directors be authorised to fix the fees and expenses of the auditor.
PLEASE NOTE: For each resolution you must tick ( ) one box. If you tick the “Abstain” box for a particular resolution, you
are directing your proxy NOT to vote on that resolution. Your vote will not be counted when calculating the majority for that
resolution. If you tick the “Proxy Discretion” box for a particular resolution, you are directing your proxy to decide how to vote
on that resolution.
STEP 3: SIGNATURE OF SHAREHOLDER(S)
SHAREHOLDER 1 SHAREHOLDER 2 SHAREHOLDER 3
Day time telephone: ________________________________________ signed this ____________________ day of ____________________ 2024
ELECTRONIC INVESTOR COMMUNICATIONS
If you received the Notice of Meeting and Proxy Form by mail and wish to receive your future investor communications by
email please provide your email address below:
___________________________________________________________________________________________________________________ ________
Proxy/Corporate Representative Appointment
STEP 1: APPOINT A PROXY*
I/WE BEING A SHAREHOLDER(S) OF CONTACT ENERGY LIMITED
(CONTACT) AND ENTITLED TO ATTEND AND VOTE HEREBY APPOINT: OR FAILING HIM/HER:
FULL NAME FULL NAME
EMAIL EMAIL
as my/our proxy to vote for me/us on my/our behalf at the annual meeting of shareholders of Contact to be held at 9.30 am
on Wednesday 13 November 2024, and at any adjournment of that annual meeting, and to vote as my/our proxy thinks fit on
any resolutions to amend any of the resolutions, or any resolution so amended and on any other resolution proposed at the
annual meeting, or any adjournment thereof, so as to give effect to my/our intention as set out below where possible. In the
event I/we have not expressed any intention or the intention is unclear, in my/our proxy’s sole opinion, my/our direction is to
abstain. A proxy need not be a shareholder of Contact. If you wish, you may appoint as your proxy ‘The Chair of the Meeting’.
* A reference to a proxy includes a corporate representative.
FOR AGAINSTABSTAIN
PROXY
DISCRETION
Please tick ( ) in box to record your vote
OR A DULY AUTHORISED OFFICER
OR ATTORNEY
OR A DULY AUTHORISED OFFICER
OR ATTORNEY
OR A DULY AUTHORISED OFFICER
OR ATTORNEY
SAMPLE
Data sourced from publicly available filings. Our datasets may not be complete. Automated analysis can produce errors. If you believe any data on this page is incorrect, please contact us at hello@nzxplorer.co.nz. For informational purposes only. Not investment advice.
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