2025 Notice of Annual Meeting of Shareholders

MAINFREIGHT 2025
Annual Meeting of Shareholders
Notice of Meeting
and Explanatory Notes

2
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
2025, 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. Re-election of Don Braid
That Don Braid, 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).
2. Re-election of Simon Cotter
That Simon Cotter, 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).
Notice is given that the annual meeting of shareholders of
Mainf reight Limited (the “Company”) will be held at 4.00pm on
Wednesday, 30 July 2025 in the Level 4 Lounge, South Stand,
Eden Park, Reimers Avenue, Kingsland, Auckland, New Zealand.
3. Re-election of Kate Parsons
That Kate Parsons, 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. 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
30 JUNE 2025

3
EXPLANATORY NOTES
Don Braid
Don has over 48
years’ experience in
the f reight industry,
including 31 with
Mainf reight. As
Group Managing
Director since 2000,
Don has led the
business through an
extraordinary period
of growth.
His leadership is underpinned by a strong
belief in Mainf reight’s international
competency and capabilities to provide
high-quality supply chain solutions for
our customers. His visits to our local and
overseas operations guide our teams to
be sales-focused and always aiming for
operational excellence. He is f iercely proud
of the Mainf reight culture, seeing this as a
key reason customers choose Mainf reight
over the competition.
Simon Cotter
Simon has had a
long association
with Mainf reight
having served as
the Company’s
main adviser for
acquisitions, debt
structure and other
matters since 2003
(through Grant
Samuel & Associates),
prior to joining the
Mainf reight Board in 2013.
Simon brings strong f inancial skills and
business acumen to the role. He has an
in-depth knowledge of the business, which
supports wide-ranging discussion at the
Board table. He is the Chair of the Board’s
Audit Committee.
RESOLUTION 1: ELECTION OF DIRECTOR
In accordance with NZX Main Board Listing
Rule 2.7.1, Don Braid 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 Don Braid. The
Board of Directors considers that Don Braid
does not qualify as an independent director.
RESOLUTION 2: ELECTION OF DIRECTOR
In accordance with NZX Main Board
Listing Rule 2.7.1, Simon Cotter retires by
rotation and being eligible, offers himself
for re-election. The Board unanimously
recommends that shareholders vote in
favour of the re-election of Simon Cotter.
He is considered by the Board to be an
independent director.

4
ANNUAL MEETING OF SHAREHOLDERS
Meeting Details
Venue: Level 4 Lounge, South Stand
Eden Park, Reimers Avenue
Kingsland, Auckland
Date: Wednesday, 30 July 2025
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.
RESOLUTION 3: RE-ELECTION OF DIRECTOR
In accordance with NZX Main Board
Listing Rule 2.7.1, Kate Parsons retires by
rotation and being eligible, offers herself
for re-election. The Board unanimously
recommends that shareholders vote in
favour of the re-election of Kate Parsons.
She is considered by the Board to be an
independent director.
Kate Parsons
Kate’s extensive
f inancial and
analytical experience
has been acquired
in a range of
industries, both in
New Zealand and
overseas. She joined
Mainf reight’s Board
in 2017.
Kate’s knowledge
of high-tech companies is a welcome
addition to the Board’s capabilities, as
is her familiarity with the complexities
of acquisitions, and steering companies
through growth and change.
RESOLUTION 4: 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 4.
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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 Monday 28 July 2025. 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 Monday 28 July 2025
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 Wednesday, 30 July 2025 commencing at 4.00pm.

Annual Meeting of Mainf reight Limited to be held in the
Level 4 Lounge, South Stand, Eden Park, Reimers Avenue,
Kingsland, Auckland on Wednesday, 30 July 2025.
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 Wednesday, 30 July 2025
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
Voting Instructions/Voting Paper
Step 1
Resolutions
1. That Don Braid, who retires by rotation at the annual meeting and is eligible for reelection,
be re-elected as a Director of the Company.
2. That Simon Cotter, who retires by rotation at the annual meeting and is eligible for reelection,
be re-elected as a Director of the Company.
3. That Kate Parsons, who retires by rotation at the annual meeting and is eligible for reelection,
be re-elected as a Director of the Company.
4. That the Directors be authorised to f ix the fees and expenses of the auditor.
ForAgainst
Abstain
Proxy
Discretion
Proxy/Corporate Representative Form