Notice of Meeting & Proxy/Voting Form

Notice of Meeting
Annual Shareholders Meeting 2025

Notice of Meeting

Notice is hereby given to all Shareholders that the Annual Meeting of Shareholders of Freightways
Group Limited (Freightways) will be held on Thursday 30 October 2025 at 10:00am.

Freightways expects to offer shareholders the ability to attend the Annual Meeting virtually through
the Computershare Meeting Services web platform, as well as in-person at:

Venue: Hyundai Marine Sports Centre
8/10 Tamaki Drive, Orakei
Auckland 1071
Time: 10:00am (seated)
Room: Te Kawau Meeting Room


Your CSN/Securityholder Number can be found on your Proxy/Voting Form for verification
purposes.

Further details on how to participate virtually are provided in the Virtual Meeting Guide available at
www.computershare.com/vm-guide-nz. Shareholders are encouraged to review this Guide prior to
the Annual Meeting. 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.

KEY DATES:
• Latest time for receipt of proxy forms: Tuesday 28 October 2025, 10:00am
• Annual Shareholders Meeting: Thursday 30 October 2025, 10:00am

Business

a. Chairman’s Review
b. Chief Executive Officer’s Review and Trading Update
c. Resolutions

To consider, and if thought fit, pass the following ordinary resolutions:
1. That David Gibson be re-elected as a director of Freightways.
2. That Grant Devonport be elected as a director of Freightways.
3. That the total quantum of the annual Directors’ fee pool be increased by $85,000, from
an aggregate of $965,000 to an aggregate of $1,050,000, such aggregate amount to be
divided amongst the Directors as they deem appropriate.
4. That the directors are authorised to fix the Auditors’ remuneration.

By Order of the Board



Stephan Deschamps
Chief Financial Officer

25 September 2025

Proxies and Representatives

Shareholders may exercise their right to vote at the meeting either by being present in person or by
appointing a proxy to attend and vote in their place. A proxy need not be a shareholder of Freightways.

A body corporate shareholder may appoint a representative to attend the meeting on its behalf. A
combined admission card and proxy form is enclosed with this notice. If you wish to vote by proxy,
you may either visit www.investorvote.co.nz to lodge your proxy or by completing and signing the
proxy form and sending it to Freightways’ share registrar, Computershare Investor Services Limited.
The proxy form will only be effective if it is received by Freightways’ share registrar no later than
10.00am Tuesday 28 October 2025, being 48 hours prior to the commencement of the meeting. A
reply-paid envelope is enclosed if mailing the proxy form from within New Zealand.


Explanatory Notes

All references to the "Listing Rules" are references to the NZX Listing Rules, dated 31 January 2025.
RESOLUTIONS ON RE-ELECTION AND ELECTION OF DIRECTORS
Shareholders should note the average tenure on the Board among the current directors is less than 5
years, following the retirement of two directors of long tenure (including the previous Board Chair) in
2021, the appointment of three directors during 2021 and 2022 and the retirement of Mark Rushworth
during 2024.

Resolution 1: Re-election of Director











Resolution 2: Election of Director















Resolution 3: Directors’ Fees

That the total quantum of the annual Directors’ fee pool be increased by $85,000 from an aggregate
of $965,000 to an aggregate of $1,050,000, such aggregate amount to be divided amongst the Directors
as they deem appropriate. The increase is intended to give Freightways the ability to attract more
Australian Directors as and when required by the expansion of the business in Australia.

The Directors review fees annually to ensure the aggregate amount available for Directors’
remuneration is adequate to allow Directors’ fees to remain aligned with market levels. The Directors
did not apply for any annual incremental adjustment to the aggregate pool of Directors’ fees last year,
so the current fee levels have not been adjusted for two years.

That David Gibson be re-elected a director of the Company.

David Gibson is retiring by rotation and offers himself for re-election.
The Board has determined that David is an independent director and
unanimously recommends that shareholders vote in favour of his re-
election.

David was appointed to the Board in April 2022. David is a professional
director and has a strong background in strategy and finance with over
20 years investment banking experience, including as Co-Head of
Investment Banking in New Zealand for Deutsche Bank and Deutsche
Craigs. During his finance career David has advised on many of New
Zealand’s largest capital market transactions. David is also Deputy
Chair of Goodman (NZ) Limited and a director of Contact Energy
Limited.

David Gibson
B.Com, LLB (Hons)

That Grant Devonport be elected a director of the Company.

Grant Devonport was appointed by the Board subsequent to the last
Annual Meeting and offers himself for election. The Board has
determined that Grant is an independent director and unanimously
recommends that shareholders vote in favour of his election. Grant
was appointed a Director in November 2024. He was appointed a Non-
Executive Director of Auckland International Airport in October 2024
after finishing his executive career as Chief Financial Officer of
Australian Pacific Airports Corporation (APAC), ow
ner of both
Melbourne and Launceston Airports.

Previously Grant worked at Toll Holdings from 2006- 2015 where he
was CFO of both NZ (2006- 2008) and Group CFO (2011- 2015) up to the
time of the sale of the business to Japan Post in 2015. Grant’s portfolio
with Toll included finance, Treasury, investor relations, procurement,
property, safety and technology.

Grant Devonport
BBus, GDipBA

This year, the Directors obtained independent market advice from Ernst & Young Limited (EY). A
summary of EY’s benchmarking report is attached, including an independence declaration from the EY
engagement partner. The Directors propose to apply an increase this year which allows non-executive
Directors to be paid at approximately the median level of peer group market data presented in the EY
report.

The increase in the aggregate fee pool requested of shareholders is 8.8%, with anticipated payments
as follows:


POOL FEES (PER ANNUM)
POSITION
2025*
$
2026
$
Board of Directors Chair
185,000 210,000
Director – NZ
100,000 105,000
Director – AU**
- 114,130
Audit & Risk Committee Chair
23,000 23,000
Member – NZ
14,000 14,000
Member – AU**
- 15,217
People & Safety Committee Chair
19,000 20,000
Member – NZ
10,000 10,000
Member – AU**
- 10,870
Committee Work Pool (unallocated -
only used if required)

42,145 188,786
TOTAL ANNUAL POOL LIMIT

965,000 1,050,000
* Fees approved by shareholders at the Annual Shareholders Meeting on 26 October 2023.
** Fees for Australia-based Directors are translated from New Zealand dollars at a foreign exchange rate of
approximately 0.92.

The specified fees are the total fees that were or are anticipated to be paid to each Director for each
relevant period, including committee chair or committee member fees (as applicable). The ‘Director –
AU’ (Grant Devonport) was appointed in November 2024.

In accordance with NZX Main Board Listing Rule 6.3.1, the Directors and their Associated Persons are
restricted from voting on this resolution.

Resolution 4: Auditors

That the directors are authorised to fix the Auditors’ remuneration.

The present auditors of the Company are PricewaterhouseCoopers. Under the Companies Act 1993
they will continue in office.


Meeting Venue: Hyundai Marine Sports Centre







Meeting Information:
Date: Thursday 30 October 2025
Time: 10am (seated)
Venue: Hyundai Marine Sports Centre
8/10 Tamaki Drive, Orakei
Auckland 1071
Room: Te Kawau Meeting Room
Parking: Plenty of parking will be available.
Please refer to the image on the right
for reference.

After the meeting, we welcome all Shareholders
present to join us for morning tea.

---

Non-Executive
Directors’ Fees
Review
Summary Report
Freightways Group Limited
5 September 2025

Freightways Group Limited
Non-Executive Directors’ Fees Review
EY  1

Independence declaration
Freightways Group Limited (Freightways) has engaged Ernst & Young Limited (EY) to prepare a
report in relation to their Non-Executive Directors’ (NED) fees. We confirm that our report has been
prepared independently and is not subject to any influence from the management or any Board
member of Freightways or any third party.


Una Diver
Partner – Reward
Ernst & Young Limited
5 September 2025

Freightways Group Limited
Non-Executive Directors’ Fees Review
EY  2

Summary of findings
The findings in this report summarise the market positioning of Freightways’ Board Chair and NED
base fee policies along with Committee Chair and member fees compared to an agreed comparator
group of New Zealand organisations. Table 3 on the following page outlines the details of the
organisations that comprise the comparator group.
The market data pertaining to fee practices within the comparator group has been sourced from
EY’s Directors’ fees database, supplemented with data from the most recent financial year end
reports. The information from annual reports is publicly available information.
A summary of Freightways’ current fees and relevant market data is provided in the table below.
Table 1: Current fee positioning and market data
Role
Freightways
current fee
($)
Market data
Median ($)
Comparative
ratio (%)
Sample size (n)
Board Chair 185,000 200,000 93% 13
NED 100,000 100,000 100% 13
Average of actual NED fees paid 112,467 129,005 94% 13
Fee pool 965,000 1,041,475 93% 10
Audit and Risk Committee Chair 23,000 20,000 115% 13*
Audit and Risk Committee Member 14,000 11,700 120% 10*
People and Safety Committee Chair 19,000 20,000 95% 13**
People and Safety Committee Member 10,000 10,000 100% 10**
*Audit and Risk Committee practice: 12 organisations within the comparator group operate an Audit and Risk committee,
while one organisation (Goodman Property Trust) operates an Audit Committee. All 13 organisations pay committee fee to
their Audit and Risk Committee Chair, and 10 pay a committee fee to their Audit and Risk Committee members.
**People Committee practice: All organisations within the comparator group operate a People Committee (Remuneration
Committee or similar). 12 organisations pay a committee fee to their People Committee Chair, and 10 organisations pay a
committee fee to their People Committee members.
Safety Committee practice: Only two organisations within the comparator group operate a Safety Committee as a sperate
committee from their People Committee.
Time commitments and Board composition
The table below outlines the number of NEDs on Boards in the comparator group, as well as the
number of paid committees, Board, Audit and Risk Committee and People Committee meetings per
annum.
Table 2: Reported time commitments and Board composition
Role Freightways Lower quartile Median Upper quartile Sample size
Number of NEDs 6 6 6 7 13
Number of paid committees 2 2 3 3 13
Number of Meetings
Board meetings 8 8 10 13 13
Audit and Risk Committee meetings 7 4 5 6 13
People Committee meetings 3 4 4 5 12

Freightways Group Limited
Non-Executive Directors’ Fees Review
EY  3

Comparator group
The comparator group outlined in the table below was agreed with Freightways on 11 June 2025.
Table 3: Comparator group (n = 13)
Organisation
Market capitalisation* Revenue Total assets
($m) ($m) ($m)
Fletcher Building Limited 3,655 7,683 8,408
Chorus Limited 3,577 1,010 6,012
Goodman Property Trust Limited 3,001 244 4,726
Summerset Group Holdings Limited 2,819 271 8,066
Genesis Energy 2,526 3,048 6,026
Ryman Healthcare Limited 2,509 688 12,815
Air New Zealand Limited 2,050 6,752 8,548
Manawa Energy Limited 2,009 473 2,070
Precinct Properties New Zealand Limited 1,857 251 3,699
Kiwi Property Group Limited 1,463 245 3,300
Gentrack Group Limited 1,327 170 288
Property for Industry Limited 1,110 115 2,086
Briscoe Group Limited 1,049 791 692
Lower quartile 1,463 245 2,086
Median 2,050 473 4,726
Upper quartile 2,819 1,010 8,066
Freightways
1,929 1,209 1,394
Market capitalisation is
aligned to the median,
with a comparative
ratio against the
median of 94%.
Revenue is positioned
above the upper
quartile, with a
comparative ratio
against the median of
256%.
Total assets are
positioned below the
lower quartile, with a
comparative ratio
against the median of
29%.
*Market capitalisation as of 14 May 2025: the date that market financial metrics were sourced to determine the agreed
comparator group.

Freightways Group Limited
Non-Executive Directors’ Fees Review
EY  4

Considerations
When interpreting the market data in this report and applying it to any changes to fee policies,
Freightways may wish to consider the following:
▪ Freightways’ market capitalisation is aligned to the median of the sample.
▪ While current fees are generally in line with the market median, we note that Freightways’:
▪ Chair fee policy is on the lower end of the market median (a comparative ratio of 93%).
When determining whether an increase to the Chair fee is appropriate, Freightways may
also consider the number of Board meetings held each year is on the lower end compared
to market. I.e., Freightways holds 8 Board meetings per year compared to the market
median of 10.
▪ The Audit and Risk Committee Chair and members are paid slightly above the median,
noting the number of Audit and Risk Committee meetings Freightways hold each year is
on the higher end compared to the market (Freightways holds 7 compared to the market
median of 5).
▪ Freightways operates less paid committees than the market (Freightways operates 2 compared
to the market median of 3). This means that aggregate actual fees are lower than the market.
▪ We understand that Freightways review their NED fees every two years, so fee increases may
need to take account of the likely moves in the next two-year period.
▪ If Freightways elects to make any changes to their fee policies, it would be prudent to seek
approval for a subsequent increase to the current fee pool.

EY | Building a better working world

EY is building a better working world by creating new
value for clients, people, society and the planet,
while building trust in capital markets.
Enabled by data, AI and advanced technology, EY
teams help clients shape the future with confidence
and develop answers for the most pressing issues of
today and tomorrow.
EY teams work across a full spectrum of services in
assurance, consulting, tax, strategy and
transactions. Fueled by sector insights, a globally
connected, multi-disciplinary network and diverse
ecosystem partners, EY teams can provide services
in more than 150 countries and territories.
All in to shape the future with confidence.
EY refers to the global organization, and may refer to one or more, of
the member firms of Ernst & Young Global Limited, each of which is a
separate legal entity. Ernst & Young Global Limited, a UK company
limited by guarantee, does not provide services to clients. Information
about how EY collects and uses personal data and a description of the
rights individuals have under data protection legislation are available via
ey.com/privacy. EY member firms do not practice law where prohibited
by local laws. For more information about our organization, please visit
ey.com.

Our report may be relied upon by Freightways Limited for the purpose of
understanding the remuneration market for roles only pursuant to the
terms of our engagement letter dated 13 June 2025. We disclaim all
responsibility to any other party for any loss or liability that the other
party may suffer or incur arising from or relating to or in any way
connected with the contents of our report, the provision of our report to
the other party or the reliance upon our report by the other party.

© 2025 Ernst & Young, New Zealand.
All Rights Reserved.

ey.com/nz

---

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Attending the Physical Meeting
Bring this form to assist registration. A corporate shareholder may appoint
a representative to attend the meeting by completing the form overleaf and
returning it to Computershare by no later than 10:00am Tuesday 28 October
2025.
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 resolutions except that Directors standing
for election or re-election will abstain from voting discretionary proxies in
respect of their own appointment. In accordance with NZX Main Board Listing
Rule 6.3.1, the Directors and their Associated Persons are restricted from voting
on resolution 3. 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.
For your proxy to be eective it must be received by 10:00am Tuesday 28 October 2025

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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.
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CSN/Shareholder Number:
Number of Shares:
Annual Meeting of Freightways Group Limited to be held in
the Te Kawau Meeting Room, at the Hyundai Marine Sports
Centre, 8/10 Tamaki Drive, Orakei, Auckland on Thursday, 30
October 2025 at 10:00am
as my/our proxy to vote for me/us on my/our behalf in accordance with the following directions at the Annual Meeting of Freightways Group Limited to be
held in the Te Kawau Meeting Room, at the Hyundai Marine Sports Centre, 8/10 Tamaki Drive, Orakei, Auckland on Thursday, 30 October 2025 at 10:00am
and at any adjournment of that meeting.
Against
Proxy
Discretion
ForAbstain
Business
To consider, and if thought fit, to pass the following ordinary resolutions:
1.
That David Gibson be re-elected as a director of Freightways.
2.
That Grant Devonport be elected as a director of Freightways.
3.
That the total quantum of the annual Directors’ fee pool be increased by
$85,000, from an aggregate of $965,000 to an aggregate of $1,050,000, such
aggregate amount to be divided amongst the Directors as they deem appropriate.
4.
That the directors are authorised to fix the Auditors’ remuneration.