Notice of Annual Shareholder Meeting

Meridian Energy Limited.
Notice of Annual Shareholder Meeting.
21 October 2025
MERIDIAN ENERGY LIMITEDNOTICE OF ANNUAL SHAREHOLDER MEETING
Navigating
today,
unlocking
tomorrow

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 21 October 2025, 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 2025 Annual Meeting 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
Close of trading
on Friday 17 October
Vote-eligibility date for
voting entitlements for the
Annual Shareholder Meeting
Sunday 19 October, 9:30am
Latest time for receipt of
postal votes and proxy forms
Tuesday 21 October 2025,
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 Resolutions:
Resolution 1:
Re-election of Julia Hoare:
That Julia Hoare, who retires
by rotation and is eligible for
re-election, be re-elected as
a Director of the Company.
Resolution 2:
Re-election of
Michelle Henderson:
That Michelle Henderson, who
retires by rotation and is eligible
for re-election, be re-elected
as a Director of the Company.
Resolution 3:
Re-election of
Najaga Sanatkumar:
That Nagaja Sanatkumar, who
retires by rotation and is eligible
for re-election, be re-elected as
a Director of the Company.
Resolution 4:
Re-election of Graham Cockroft:
That Graham Cockroft, 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
19 September 2025

NOTICE OF ANNUAL SHAREHOLDER MEETINGMERIDIAN ENERGY LIMITED

3
Harapaki Wind Farm in full operation, Hawke’s Bay.
Note on director rotations
Julia Hoare, Nagaja Sanatkumar and
Michelle Henderson were all initially
appointed around the same time in
2019/2020. Graham Cockroft was
initially appointed in 2022. In the
normal course of director rotations
and continuity, going forward,
Meridian will endeavour to have
re-election terms so that we have
no more than two or three Directors
either retiring or retiring and
standing for
re-election each year. With respect
to the directors re-standing this
year, assuming the re-elections
this year are all approved by
shareholders, the current intent
is that Julia Hoare and Nagaja
Sanatkumar would seek re-election
again after only two years in 2027,
and Michelle Henderson and
Graham Cockroft, in the normal
course, would stand again for
re-election in three years’ time.
Explanatory notes

4MERIDIAN ENERGY LIMITEDNOTICE OF ANNUAL SHAREHOLDER MEETING
Explanatory notes
Resolution 1:
Re-election of Julia Hoare:
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, Julia Hoare retires
and offers herself for re-election
by shareholders at this ASM.
The Board has determined,
in its view, that Julia Hoare
is an Independent Director
(as defined in the Listing Rules).
JULIA HOARE
BComm, FCA, CFInstD
Julia Hoare joined the Meridian
board in September 2019.
Julia is Chair of the Audit and
Risk Committee.
Julia has extensive governance,
financial, and commercial expertise.
She has a very strong governance
pedigree and is currently, Chair
of Port of Tauranga and Chair of
Auckland International Airport. She
is also a member of the Chapter
Zero New Zealand Steering
Committee. During her executive
career, Julia was a partner at PwC
for two decades where she gained
significant sustainability, financial
and tax experience.
In addition to significant commercial
and financial experience in both
the private and public sectors,
Julia’s skills also span infrastructure,
logistics, utilities, and sustainable
business practices.

NOTICE OF ANNUAL SHAREHOLDER MEETINGMERIDIAN ENERGY LIMITED

5
Explanatory notes
Resolution 2:
Re-election of Michelle Henderson
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, Michelle Henderson
retires and offers herself for
re-election by shareholders at
this ASM.
The Board has determined, in its
view, that Michelle Henderson is an
Independent Director (as defined
in the Listing Rules).
MICHELLE HENDERSON
BE (Hons) and CMInstD
Michelle joined the Meridian
board in October 2019. Michelle
serves on the Safety and
Sustainability Committee and
the Audit and Risk Committee.
She has extensive engineering
and industrial expertise, with
more than 20 years of experience
in the Australasian heavy industry
sector. Michelle is currently on the
board of Cycling New Zealand
Incorporated, South Port NZ
Limited and NZ Post.
Michelle is a former executive of
Rio Tinto, both in New Zealand and
Australia. She previously held the
role of Chief Operating Officer of
PowerNet, an electricity distribution
company. Michelle has experience
in health and safety, infrastructure
and risk management. She is
currently studying a Masters in
Information Governance at the
University of Auckland.

6MERIDIAN ENERGY LIMITEDNOTICE OF ANNUAL SHAREHOLDER MEETING
Explanatory notes
Resolution 3:
Re-election of Nagaja Sanatkumar:
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, Nagaja Sanatkumar
retires and offers herself for
re-election by shareholders at
this ASM.
The Board has determined, in its
view, that Nagaja Sanatkumar is an
Independent Director (as defined
in the Listing Rules).
NAGAJA SANATKUMAR
BTech CE, MBA, MSDG, CMInstD
Nagaja Sanatkumar joined the
Meridian Board in January 2020.
Nagaja is Chair of the Safety and
Sustainability Committee and serves
on the People, Remuneration and
Culture Committee. She is also Chair
of the Cyber Security Committee.
She has an impressive international
career with a focus on consumer-
facing digital technology at scale,
including senior roles at Amazon
and Expedia. She has led digital
information technology solutions
and customer experience innovation
for eCommerce retail, travel and
financial services, including P&L
responsibility for revenue, product
design, technology and marketing
operations, and information security/
customer data privacy compliance.
Nagaja led the establishment of the
board’s Cyber Security Committee,
which governs initiatives to prevent,
assure, and protect Meridian against
the threats of cyber-attacks and loss
of critical data.
Nagaja studied Chemical Engineering
at IIT Bombay before moving to the
US for a consulting role with Deloitte.
Nagaja completed her MBA from
the University of Washington in
2003 and completed a Masters
in Sustainable Development Goals
from Massey University in 2023.
Nagaja has over 25 years’ global
executive and leadership
experience. She is also a Director
for ANZ Bank New Zealand Limited,
Southern Cross Healthcare Limited,
Southern Cross Medical Care Society
and Tuatahi First Fibre Limited.

NOTICE OF ANNUAL SHAREHOLDER MEETINGMERIDIAN ENERGY LIMITED

7
Explanatory notes
Resolution 4:
Re-election of Graham Cockroft:
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, Graham Cockroft
retires and offers himself for
re-election by shareholders at
this ASM.
The Board has determined, in its
view, that Graham Cockroft is an
Independent Director (as defined
in the Listing Rules).
GRAHAM COCKROFT
MCom, Masters in Finance,
CMInstD
Graham Cockroft joined the
Meridian Board in July 2022.
He serves on the Audit and
Risk Committee, the People,
Remuneration and Culture
Committee and the Cyber
Security Committee.
Graham has over 30 years’
experience in the international
energy industry, with executive
roles in the UK, South America,
New Zealand and Asia. His
experiences have been across
the energy chain and under
different political, economic
and regulatory regimes. He has
a strong financial background and
extensive experience in strategy
and business development.
During his executive career
Graham served as Group CFO
at SGX-listed Sembcorp Industries
Limited, Singapore, CFO and
COO at Contact Energy Limited,
New Zealand, and in various senior
executive roles for close to two
decades at the UK energy company
BG Group (now part of Shell plc),
primarily in the UK and South
America. Graham is currently
a director of ASX-listed AGL
Energy Limited and Tuatahi First
Fibre Limited.

8MERIDIAN ENERGY LIMITEDNOTICE OF ANNUAL SHAREHOLDER MEETING
Procedural notes
VOTING
The Board has determined that
as at the close of trading on
17 October 2025 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 resolutions 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

9
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 14 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 its
proceedings, then visit: 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, 19 October 2025.
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, 21 October 2025 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 resolutions are stated in brief. Please refer to the Notice of Annual Shareholder Meeting for the full text of the resolutions and Explanatory Notes.
For
Against
Abstain
Proxy
Discretion
Ordinary Resolutions
1.
That Julia Hoare, who retires by rotation and is eligible for re-election, be re-elected as a Director of the Company.
2.
That Michelle Henderson, who retires by rotation and is eligible for re-election, be re-elected as a Director of the Company.
3.
That Nagaja Sanatkumar, who retires by rotation and is eligible for re-election, be re-elected as a Director of the Company.
4.
That Graham Cockroft, 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, 21 October 2025 commencing at 9.30am.
Proxy/Voting Form

---

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, Edge
or Firefox. Please ensure your browser is compatible.
Visit meetnow.global/nz
Access
Access the online meeting at 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.