Notice of Meeting

Notice is hereby given that the Annual Meeting of Shareholders of Skellerup Holdings Limited (the “Company”)
will be held at Te Pae Convention Centre, 188 Oxford Terrace, Christchurch, and online at https://meetnow.global/nz,
on Thursday, 23 October 2025 commencing at 2.30pm.
Business
A. Chair’s Address
B. Chief Executive Officer’s Address
C. Financial Statements and Reports
D. Resolutions
1. That Rachel Farrant, who retires and is eligible for re-election, be re-elected as a director of the Company.
2. That David Mair, who retires and is eligible for re-election, be re-elected as a director of the Company.
3. 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, 21 October 2025.
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.
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 21 October 2025
(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.
Notice of Meeting

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.
Rachel Farrant
Rachel was appointed to the Board in May 2022.
Rachel is a Partner at BDO Wellington Limited and has over 20 years’ experience in chartered accountancy and
business advisory services and over 10 years’ experience as a Director across a diverse range of sectors including
construction, technology, financial and property.
Rachel is currently a Director of New Plymouth Airport, The Property Group and Fair Way Resolution and was
previously a Director of Fulton Hogan Limited.
Rachel is Chair of the Sustainability Committee and is a member of the Audit Committee.
For the purposes of the NZX Listing Rules, the Board has determined that Rachel Farrant is an Independent Director.
David Mair
David was appointed to the Board in November 2006.
He led the Group as CEO for over 12-years during which time it achieved significant revenue and earnings growth
by focusing on designing and delivering critical engineered products for original equipment manufacturer (“OEM”)
customers. In March 2022, David was recognised as CEO of the Year in the Deloitte Top 200 Awards.
David is currently Managing Director of Sanford Limited and a Director of Forté Funds Management Limited.
David is a member of the Health & Safety Committee and the Sustainability Committee.
For the purposes of the NZX Listing Rules, David Mair is a Non-Executive Director.
Resolution 3: 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
09 September 2025

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Voting/Proxy Form: Skellerup Holdings Limited (SKL) Hybrid Annual Meeting, Te Pae Convention
Centre, 188 Oxford Terrace, Christchurch on Thursday, 23 October 2025 at 2.30pm.
Voting
Every SKL shareholder whose
name is registered in the share register as at 5.00pm on
21 October 2025 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 3 and shall have one vote in respect of every fully paid SKL
share held by that SKL shareholder at that time. Voting will be by poll.
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 y our vote from your smartphone, tablet or desktop device.
F
or 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 po
stal 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: Complete, sign and return this form to the address at the top of the page. We
need to receive the completed forms no later than 2.30pm on 21 October 2025.
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.
I
f 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
di
rector will vote for the resolution in respect of your proxy.
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, 21 October 2025.
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 at Te
Pae Convention Centre, 188 Oxford Terrace, Christchurch on Thursday, 23 October 2025 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 at Te Pae
Convention Centre, 188 Oxford Terrace, Christchurch
on Thursday, 23 October 2025 at 2.30pm.
Signature of Securityholder(s) This section must be completed.
SIGN
Appointment of Proxy
STEP 2
For
Against
Proxy
DiscretionAbstain
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 Rachel Farrant, who retires and is eligible for re
-election, be re-elected as a director of the Company.
2.
That David Mair, who retires and is eligible for re
-election, be re-elected as a director of the Company.
3.
That the directors are authorised to fix the remuneration of the auditors for the ensuing year.
The Board recommends that you vote in favour of each of the above resolutions.
Other Matters
I wish to appoint a proxy to attend the meeting on my behalf.

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Attending the meeting online
HOW TO PARTICIPATE IN VIRTUAL/HYBRID MEETINGS
When successfully authenticat ed, th e home
screen will be displayed. You can watch the
webcast, vote, ask qu estion s, an d view meeting
materials in the documents folder. The image
highlighted blue indicates the page you have active.
The webcast will appear and begin
a
utomatically once the meeting has started.
Voting
Reso
lutions will be put forward once voting is
declared open by the Ch air. Once the voting
has opened, the resolution and voting options
will appear.
To vote, simply select your vot ing direction
f
rom
the options shown on scree n. You can vote for all
resolutions at once or by each resolution.
Y
our vote has been cast when the green tick
appears. To change your vote, select ‘Change
Your Vote’.
Q&A
Navigation
Access
Access the online meeting at
https://meetnow.global/nz, and select the
requi red 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 t
he
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 complet e al l the relevant
fields including title, first name, last name an d
email address.
Pl
ease note, guests will not be abl e to
ask questions or vote at the meeting.
If yo
u
are a proxy holder:
Yo
u will receive an email invitation the day before
the meeting to access the onli ne meeting. Click
on the link in the invitat ion to access the meeting.
Visit https://meetnow.global/nz
Contact
If you have any issues accessing the
website please call +64 9 488 87 00.
A
ny eligible sharehold er/ proxy attending t
he
m
eeting remotely is eli gible to ask a question.
S
elect the Q&A tab and typ e your question int
o
the box at the bottom of the screen and press
'S
end
'.
Our online meeting provides you the opportunity to
participate online using your smartphone, tablet or computer.
If yo
u 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.