Steel & Tube -Notice of 2024 Annual Shareholders Meeting

Notice of
2024 Annual
Meeting of
Shareholders
Notice is hereby given that the 2024 Annual
Shareholders’ Meeting of Steel & Tube Holdings
Limited (the “Company” or “Steel & Tube”) will be
held as follows:
Date and time: Thursday 28 November 2024,
commencing at 11am
Venue: Pakuranga Hunt Room, Ellerslie Event
Centre, 80-100 Ascot Avenue, Ellerslie, Auckland
Online: www.meetnow.global/nz
Important Dates and Times
Latest time for receipt of proxy forms:
11.00am on Tuesday 26 November 2024
Time for determining voting entitlement at the
Meeting:
5.00pm on Tuesday 26 November 2024
Annual Meeting:
11.00am on Thursday 28 November 2024
Dear Shareholder
On behalf of the board and management of Steel
& Tube, we are pleased to invite you to attend our
Annual Meeting on Thursday 28 November 2024.
This is an opportunity for you to meet the
directors and management team and hear more
about Steel & Tube’s strategy and our progress.
In what was a year of significant economic
slowdown across New Zealand, Steel & Tube
continued to deliver in FY24, with a solid financial
result. While the timing and pace of an economic
recovery remains unclear, our expectation is that
conditions should start to improve in the 2025
calendar year. Our market share is strong, we
have a loyal customer base and we have quality
inventory, meaning we can provide the products
and solutions we know our customers will need
when their projects start up again. We look
forward to providing an update to shareholders at
the Meeting.
You are able to attend the Meeting in person or
online. Included in this Notice are instructions on
how to have your say by voting on resolutions. If
you cannot attend, we encourage you to complete
and lodge the proxy form in accordance with the
instructions on the back of that form.
We encourage shareholders to receive
communications from Steel & Tube by email.
This ensures you receive communications in
a timely manner, saves money and is better
for the environment. To sign up for email
communications, please follow the instructions on
the top of page 2 of the proxy form.
We look forward to updating you on our progress
and our strategy at the Meeting.
Ngā mihi
Susan Paterson
Chair

Agenda
1. Chair and management presentations
2. Shareholder discussion
3. Resolutions
To consider and, if thought fit, pass the following ordinary resolutions:
Resolution 1: Auditor‘s Remuneration
That the directors be authorised to fix the fees and expenses of KPMG as the
company’s auditor.
Resolution 2: Re-Election of Susan Paterson
That Susan Paterson, who retires by rotation and is eligible for re-election,
be re-elected as a director of the company.
Resolution 3: Re-Election of Karen Jordan
That Karen Jordan, who retires by rotation and is eligible for re-election,
be re-elected as a director of the company.
Further information relating to the resolutions is set out in the Explanatory Notes
to this Notice of Meeting.
4. Other Business
The board and management invite attendees to join them for light refreshments at
the end of the Meeting.
By Order of the Board of Directors
Richard Smyth
Authorised Officer
30 October 2024

Explanatory Notes
In these explanatory notes, references to “Listing Rules”
are to the NZX Listing Rules. Resolutions 1 to 3 are Ordinary
Resolutions and require approval by a simple majority
(greater than 50%) of the votes of those shareholders
entitled to vote and voting on the resolution.
Resolution 1:
Auditor’s Remuneration
Under section 207T of the Companies Act 1993, KPMG is
automatically reappointed as the auditor of the company.
This resolution authorises the board to fix the fees and
expenses of the auditor in accordance with section 207S of
the Companies Act 1993.
The board recommends shareholders vote in favour of
this resolution.
Re-Election of Directors
The Listing Rules provide that a director must not hold office
(without re-election) past the third annual meeting after his or
her appointment or re-election, or for three years, whichever
is longer. Accordingly, Susan Paterson and Karen Jordan retire
by rotation and, being eligible, have offered themselves for
re-election.
The board has a skills matrix which identifies the skill set which
the board believes adds value to Steel & Tube. Directors’
capabilities are considered as a collective against this skills
matrix and the board believes that the current directors
offer valuable and complementary skill sets. Importantly, the
majority of Steel & Tube’s directors have either worked in, or
are involved in directorships, in the sector.
Skills Matrix
Director ExpertiseHighModerate
Governance
•••••
Commercial
••••••
Financial Acumen (F&A)
••••••
M&A
•••••
Quality, Health, Safety, Environmental
and Training
•••••
Business Turnaround
••••••
Steel Industry
••••
Manufacturing
••••
Construction/Infrastructure
••••
Logistics, Supply Chain & Procurement
••••••
Sales Marketing and Brand
••••
Digital Technology and Change
••••
People, Culture and Employee Relations
••••••
Resolution 2:
Re-Election of Susan Paterson
Appointed: 16 January 2017
ONZM, CFINSTD, MBA (LDN), BPHARM
Susan was appointed Chair in February 2017. She is chair of
Steel & Tube’s Nomination Committee and a member of
the People & Culture Committee. A professional director
since 1996, Susan became an Officer of the Order of New
Zealand (ONZM) in 2015 for her services to corporate
governance. Having trained and practiced as a pharmacist,
Susan completed her MBA at London Business School, then
worked in strategy and IT consulting and management
roles in New Zealand, Europe and USA. She worked in the
steel sector at Fletcher Challenge and was General Manager
of Wiremakers. Susan is currently chair of ERoad, a board
member of the Reserve Bank of New Zealand Governance
Board, and a director of Arvida Group
1
as well as several
private companies.
The board unanimously supports Susan’s re-election.
Resolution 3:
Re-Election of Karen Jordan
Appointed: 10 December 2020
BSOCSC, FCMA, CFINSTD
Karen is experienced across private, public and not-for-profit
sectors. She is chair of Steel & Tube’s Audit & Risk committee,
and a member of the Nomination and Quality, Health,
Safety, Environment and Training committees. Karen is a
Chartered Fellow of both the IOD NZ and of CIMA. Karen has
over 20 years‘ corporate experience in FTSE listed energy
companies in the UK energy infrastructure sector. She is
currently a director on the board of Lyttelton Port Company
and an Independent Member of the NZDF Risk & Assurance
Committee.
The board unanimously supports Karen’s re-election.
1. Ms Paterson’s directorship on the board of Arvida Group will finish when OIO
approval for the sale of the company to Stonepeak is concluded.

Procedural Notes
Entitlement to Vote
The only persons entitled to vote at the Annual Meeting
are registered shareholders of the company at 5pm on
Tuesday 26 November 2024 and only the shares registered in
those shareholders’ names at the time may be voted at the
Meeting in person or by proxy.
Proxies and Corporate Representatives
Any shareholder who is entitled to vote at the Annual
Meeting may appoint a proxy (or in the case of a corporate
shareholder, a representative) to attend and vote on their
behalf. A proxy does not have to be a shareholder in the
company. A shareholder may appoint the Chair of the
Meeting, or another person, to act as proxy.
A shareholder wishing to appoint a proxy can do so by:
• Completing the enclosed Proxy/Voting Form and
returning it by mail or email to Computershare Investor
Services Limited; or
• Appointing a proxy online at www.investorvote.co.nz
in accordance with the instructions set out in the
enclosed Proxy/Voting Form
so as to ensure it is received by 11.00am on Tuesday 26
November 2024 (being 48 hours before the time for holding
the Annual Meetingg).
The contact details for Computershare Investor Services
Limited are:
Private Bag 92119, Auckland 1142, New Zealand
Email: corporateactions@computershare.co.nz
If you appoint a proxy, you may either direct your proxy how
to vote for you or you may give your proxy discretion to vote
as s/he sees fit. If you wish to give your proxy discretion,
you must mark the appropriate boxes to grant your proxy
that discretion. If you do not tick any box for a particular
resolution, or the form is otherwise unclear, then your proxy
will abstain from voting. If you mark more than one box on
an item, your vote will be invalid on that item.
If, in appointing a proxy, you inadvertently do not name
someone to be your proxy (either online or on the enclosed
proxy form), or your named proxy does not attend the
meeting, the Chair of the meeting will be your proxy and will
vote in accordance with your express direction.
The Chair and the directors intend to vote proxies granted
to them and marked ‘Proxy Discretion’ in favour of the
resolutions. Please see the Proxy/Voting Form for further
details and instructions.
Participating Online
As well as attending the Meeting in person, shareholders
are also able to attend the Meeting virtually through the
Computershare Meeting Platform www.meetnow.global/nz.
Select the Steel & Tube meeting and click ‘JOIN MEETING
NOW’. Shareholders will be able to view the presentations,
vote on the resolutions to be put to shareholders and submit
questions, by using their own computers or mobile devices.
To participate online, you will require your CSN/
Securityholder Number (which can be found on your
Proxy Form) and your postcode for verification purposes.
For more information please refer to the Virtual Meeting
Guide available at www.computershare.com/vm-guide-nz.
Shareholders are encouraged to review this guide before
seeking to access the online Meeting.
Questions
Steel & Tube offers a facility for shareholders to submit
questions to the board in advance of the Annual Meeting.
Questions should be relevant to matters at the Annual
Meeting, including matters arising from the financial
statements, general questions regarding the performance
of the Company, and questions which relate to the
resolutions. The Company has the discretion as to which of
these questions will be addressed at the Annual Meeting.
Please submit questions by email to:
investor@steelandtube.co.nz
Please write ‘Questions from Shareholders’ in the subject
line of the email.
There will also be the opportunity for shareholders and
proxy holders to ask questions during the Annual Meeting,
both in person and online.
Meeting Presentation and Annual Report
The Meeting presentations and voting results will be
released to the NZX and published on the Company website
at: www.steelandtube.co.nz/investor/annual-meetings.
A copy of Steel & Tube’s latest Annual Report is publicly
available, and copies of future Shareholder Reports
will be available, on the Company website at
www.steelandtube.co.nz/investor/reports.

---

Online
www.investorvote.co.nz
By Mail
Computershare Investor Services Limited
Private Bag 92119, Auckland 1142, New Zealand
Lodge your proxy
For all enquiries contact
+64 9 488 8777
corporateactions@computershare.co.nz
Your secure access information
Control Number: CSN/Securityholder Number:
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 or exercise your vote online.
www.investorvote.co.nz
Lodge your proxy online, 24 hours a day, 7 days a week:
Smartphone?
Scan the QR code to vote now.
For your proxy to be effective it must be received before 11.00 am on Tuesday, 26 November 2024.
Proxy/Voting Form
How to Vote on Items of Business
All your securities will be voted in accordance with your directions.
Appointment of Proxy
If you do not plan to attend the meeting, you may appoint a proxy. The Chair of
the meeting, or any other Director, is willing to act as proxy for any shareholder
who wishes to appoint him or her for that purpose. To do this, enter ‘the Chair’
or the name of your proxy in the space allocated in ‘Step 1’of this form.
Alternatively you can appoint a proxy online at www.investorvote.co.nz.
If, in appointing a proxy, you inadvertently do not name someone to be your
proxy (either online or on the enclosed proxy form), or your named proxy does
not attend the meeting, the Chair of the meeting will be your proxy and will vote
in accordance with your express direction. The Chair and the Directors intend
to vote proxies granted to them and marked ‘Proxy Discretion’ in favour of the
resolutions.
Voting of your holding
Direct your proxy how to vote by marking one of the boxes opposite each item
of business. If you do not tick any box for a particular resolution, or the form is
otherwise unclear, then your proxy will abstain from voting. If you mark more
than one box on an item your vote will be invalid on that item.
Attending the Meeting
Bring this form to assist registration. If a representative of a corporate
securityholder is to attend the meeting you may need to provide evidence of
your authorisation prior to admission.
Attending the Meeting Virtually
You can attend the meeting virtually through the Computershare Meeting Platform
https://meetnow.global/nz. Select the Steel & Tube meeting and click ‘JOIN
MEETING NOW’ Please refer to the Virtual Meeting Guide available at
www.computershare.com/vm-guide-nz for more information.
Signing Instructions for Postal Forms
Individual
Where the holding is in one name, the securityholder must sign.
Joint Holding
At least one joint securityholder should sign this form (on behalf of all joint
securityholders). If different joint securityholders purport to appoint different
proxies, the vote of the proxy appointed by the first named joint securityholder
will prevail.
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 should be produced to
the Company with this Proxy Form.
Companies
This form must be signed by a Director, authorised signatory or attorney.
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.
Go online to lodge your proxy or turn over to complete the form.

Appoint a Proxy to Vote on Your Behalf
STEP 1
Proxy/Voting Form
Please note: If you mark the Abstain box for an item, you are directing your proxy not to vote on your behalf on a poll and your votes will not be
counted in computing the required majority.
hereby appointof
or failing him/herof
I/We being a shareholder/s of Steel & Tube Holdings Limited
as my/our proxy to act generally at the meeting on my/our behalf and to vote in accordance with the following directions at the Annual Shareholders’ Meeting of
Steel & Tube Holdings Limited to be held in the Pakuranga Hunt Room, Ellerslie Event Centre, 80-100 Ascot Avenue, Ellerslie, Auckland, New Zealand,
on Thursday, 28 November 2024, commencing at NZT 11.00 am and at any adjournment of that meeting.
Items of Business - Voting Instructions/Ballot Paper
STEP 2
Resolutions
Proxy
DiscretionFor
Against
Abstain
Signature of Securityholder(s) This section must be completed.
SIGN
or Individual/Authorised Officer or attorneyor Individual/Authorised Officer or attorneyor Individual/Authorised Officer or attorney
Securityholder 1Securityholder 2Securityholder 3
Contact Name Contact Daytime Telephone Date
Resolution 1
That the directors be authorised to fix the fees and expenses of KPMG as the company’s auditor.
Resolution 2

That Susan Paterson, who retires by rotation and is eligible for re-election, be re-elected as a director of
the company.
Resolution 3
That Karen Jordan, who retires by rotation and is eligible for re-election, be re-elected as a director of
the company.
Elect Electronic Communications
Want to receive your communications quickly? Elect electronic communications by providing your email address below
(By providing an email address above it is acknowledged that all communications for my portfolio will be received electronically where offered)
Email Address
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 Shareholders’ Meeting of Steel & Tube Holdings Limited
to be held in the Pakuranga Hunt Room, Ellerslie Event Centre,
80-100 Ascot Avenue, Ellerslie, Auckland, New Zealand,
on Thursday, 28 November 2024, commencing at NZT 11.00 am.