Notice of Annual Shareholders' Meeting

The Mercury Building, 33 Broadway, Newmarket 1023
PO Box 90399, Auckland 1142
The Mercury Building, 33 Broadway, Newmarket 1023
PO Box 90399, Auckland 1142







STOCK EXCHANGE LISTINGS: NZX (MCY) / ASX (MCY)

ANNOUNCEMENT

Notice of Annual Shareholders’ Meeting

18 August 2026 – Mercury’s 2026 Annual Shareholders’ Meeting is being held as a hybrid meeting
(in person and online) on Friday 18 September 2026.

The following materials relating to Mercury’s 2026 Annual Shareholders’ Meeting are shortly being
sent to Mercury’s Shareholders:

 Notice of Meeting 2026
 Voting/Proxy Form 2026
 Virtual Meeting Guide 2026


ENDS

Howard Thomas
General Counsel and Company Secretary
Mercury NZ Limited



For investor relations queries, please contact:
Paul Ruediger
Investor Relations
027 517 3470
investor@mercury.co.nz

For media inquiries, please contact:
Catherine Morab
Communications
09 282 1158
mercurycommunications@mercury.co.nz


ABOUT MERCURY NZ LIMITED
Mercury’s generation assets produce electricity from 100% renewable sources: hydro, geothermal
and wind. We’re also a retailer of electricity, gas, broadband and mobile services. We’re listed on the
New Zealand Stock Exchange and the Australian Stock Exchange with the ticker symbol ‘MCY’, with
foreign exempt listed status. The New Zealand Government holds a legislated minimum 51%
shareholding of Mercury.
Visit us at: www.mercury.co.nz

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OUR ANNUAL
SHAREHOLDERS’
MEETING
As an owner of Mercury NZ Limited, you are
invited to our Annual Shareholders’ Meeting.
Our 2026 Annual Shareholders’ Meeting is being
held as a hybrid meeting – attendance is
available in person, or online via webcast.
Date: Friday 18 September 2026
Time: 1:00pm (NZ time)
IN PERSON
Eden Park
World Cup Lounge
Level 4 | Gate G | Samsung South Stand
42 Reimers Avenue, Auckland
ONLINE
You can attend the meeting virtually through
the Computershare Meeting Platform
ht tps://meetnow.global/nz
To access the meeting:
sClick ‘Go’ under the Mercury meeting
sClick ‘Join Meeting Now’
sSelect ‘Shareholder’ on the login screen and enter
your CSN/Securityholder Number and postcode
(or country of residence if outside New Zealand)

A. CHAIR’S WELCOME AND STRATEGIC OVERVIEW
B. CHIEF EXECUTIVE’S REPORT ON EXECUTION
OF STRATEGY
C. ORDINARY RESOLUTIONS
The following ordinary resolutions will be voted on at the meeting:
RESOLUTION 1: RE-ELECTION OF HANNAH HAMLING
That Hannah Hamling, who retires and is eligible for re-election,
be re-elected as a director of the company.
RESOLUTION 2: RE-ELECTION OF ADRIAN LITTLEWOOD
That Adrian Littlewood, who retires and is eligible for re-election,
be re-elected as a director of the company.

RESOLUTION 3: RE-ELECTION OF MARK BINNS

That Mark Binns, who retires and is eligible for re-election,
be re-elected as a director of the company.
RESOLUTION 4: ELECTION OF SCOTT SCOULLAR
That Scott Scoullar (appointed by the Board as a director on
1 September 2026), who retires and is eligible for election, be
elected as a director of the company.
D. OTHER BUSINESS
To consider any other matter raised by a shareholder
at the meeting.
Light refreshments will be served following the meeting.

By order of the Board.

HOWARD THOMAS
COMPANY SECRETARY
18 August 2026
BUSINESS

Under the NZX Listing Rules, a Mercury director must
not hold office (without re-election) past the third Annual
Shareholders’ Meeting following the director’s appointment,
or three years, whichever is longer. If they wish, they may
seek re-election.
Hannah Hamling is retiring in 2026 and is seeking re-election.
Hannah is an Independent Director (as determined by
the Board, applying the definition in the NZX Listing Rules)
and stands for re-election with the unanimous support
of the Board.
Adrian Littlewood is retiring in 2026 and is seeking
re-election. Adrian is an Independent Director (as
determined by the Board, applying the definition in
the NZX Listing Rules) and stands for re-election with
the unanimous support of the Board.
Hannah Hamling was appointed a director of Mercury
in February 2020 and is Chair of the Safety and
Enterprise Risk Committee and a member of the Audit
and Financial Risk Committee.
Hannah is an environmental scientist working in
resource management, including water and climate
change; health and safety; and risk management.
Hannah worked extensively in engineering and
construction project management, hazardous
substances management and ground water
contamination, environmental management in
mining, downstream oil and manufacturing. She has
both international and local experience – formerly
with a particular interest in sustainable development
and resilience. Until January 2020, she was President
of the Asia Pacific Region for a global engineering
company and member of the global board, operating
extensively across Australia, Asia and the Pacific.
Adrian was appointed a director of Mercury in August
2023 and is a member of the Safety and Enterprise
Risk Committee, the People and Performance
Committee and the Nominations and Corporate
Governance Committee.
Adrian has wide experience across the infrastructure,
property, and technology sectors, including large-scale
project management, corporate and market strategy,
and leadership of large organisations in rapidly
changing environments.
Adrian’s executive experience includes 12 years
at Auckland International Airport, nine of these as CEO
Before that he held senior roles across strategy, operations,
product and marketing with Telecom New Zealand.
Previous governance roles include acting as the New
Zealand Chair of the Australia/New Zealand Leadership
Forum, Chair of the NZ Airports Association and a director
of North Queensland Airports. Adrian is currently an
independent director of Craigs Investment Partners.
HANNAH HAMLING
ADRIAN LITTLEWOOD
APPOINTED FEBRUARY 2020
APPOINTED AUGUST 2023
Last re-elected September 2023
Last elected September 2023
EXPLANATORY NOTES
RESOLUTION 1:
RESOLUTION 2:
RE-ELECTION OF HANNAH HAMLING
AS DIRECTOR
RE-ELECTION OF ADRIAN LITTLEWOOD
AS DIRECTOR

EXPLANATORY NOTES CONT.
Mark Binns is retiring in 2026 and is seeking re-election.
Mark is an Independent Director (as determined by the
Board, applying the definition in the NZX Listing Rules)
and stands for re-election with the unanimous support
of the Board.
Mark Binns was appointed a director of Mercury in
September of 2023 and is a member of the Safety
and Enterprise Risk Committee.
Mark is an experienced director and business
leader with extensive operational experience in the
New Zealand energy and construction sectors. Mark
was CEO of Meridian Energy from 2012 – 2017 and
before that spent 22 years with Fletcher Building,
including 15 years as CEO of the Construction and
Infrastructure division. He currently chairs National
Infrastructure Funding and Financing Limited Crown
Infrastructure Partners and Hynds Limited and is
a director of Auckland International Airport.
Mark brings strong commercial experience from the
energy industry, including wholesale markets trading
and major project investment.
MARK BINNS
APPOINTED SEPTEMBER 2023
Last elected September 2023
RESOLUTION 3:
RE-ELECTION OF MARK BINNS AS DIRECTOR
Under the NZX Listing Rules, any person appointed as a
Mercury director by the Board must retire at our next Annual
Shareholders’ Meeting. If they wish, they may seek election.
Scott Scoullar was appointed as a director by the Board
on 1 September 2026 and is therefore required to retire at
the 2026 Annual Shareholders’ Meeting. Scott is eligible
and is seeking election.
Scott is an Independent Director (as determined by the
Board, applying the definition in the NZX Listing Rules) and
stands for election with the unanimous support of the Board.
Scott is an experienced business leader and director
with extensive expertise in finance, accounting and
commercial leadership. He is currently Chief Executive
Officer of Summerset Group and has held senior
executive roles across the corporate, public sector,
retirement and aged care industries.
Scott has significant governance experience and is
currently a director of the Retirement Village Association
and New Zealand Aged Care Association. He has also
served on the Audit Committee of The Treasury and the
Risk and Assurance Committee of New Zealand Customs.
Prior to becoming Chief Executive Officer, Scott served
as Chief Financial Officer at Summerset Group and
previously held Chief Financial Officer roles at Housing
New Zealand Corporation and Inland Revenue. His career
spans corporate banking, government and listed company
leadership, providing strong financial, risk and stakeholder
management expertise.
SCOTT SCOULLAR
APPOINTED 1 SEPTEMBER 2026
RESOLUTION 4:
ELECTION OF SCOTT SCOULLAR AS DIRECTOR

PERSONS ENTITLED TO VOTE:
Voting on all resolutions put before the meeting will be by poll.
Voting entitlements for the meeting will be fixed as at
5:00pm (NZ time) on Wednesday 16 September 2026.
Only shareholders registered at that time will be entitled
to vote at this meeting and only on their shareholdings
at that time.
HOW TO ATTEND THE MEETING:
Shareholders can attend the meeting in person at Eden Park
World Cup Lounge, Level 4, Gate G, Samsung South Stand,
42 Reimers Avenue, Auckland or virtually through the
Computershare Meeting Platform ht tps://meetnow.global/nz.
sTo access the meeting, click ‘Go’ under the Mercury
meeting and then click ‘Join Meeting Now’.
sSelect ‘Shareholder’ on the login screen and enter your
CSN/Securityholder Number and postcode (or country
of residence if outside New Zealand).
By using the meeting platform, you will be able to watch
the meeting, vote, and ask questions online using your
smartphone, tablet, or desktop device. Please refer to the
Virtual Meeting Guide, available at www.computershare.com/
vm-guide-nz, for more information. You will need the latest
version of Chrome, Safari, or Edge to access the meeting.
Please ensure your browser is compatible.
PROXIES AND CORPORATE REPRESENTATIVES:
Any shareholder entitled to vote at the meeting may appoint
a proxy (or representative, in the case of a corporate shareholder)
to attend and vote on their behalf. A proxy does not have to
be a Mercury shareholder. You may appoint the Chair of the
meeting or any director as your proxy. The Chair of the meeting
and the directors will vote in favour of resolutions marked
“Proxy’s Discretion”, even if they have an interest in the outcome
of the resolution.
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. As noted
above, the Chair will vote for those resolutions.
POSTAL VOTING:
You can cast a postal vote instead of voting at the meeting.
You may still attend the meeting or appoint a proxy to attend
on your behalf. Howard Thomas, the Company Secretary, has
been authorised by the Board to receive and count postal
votes at the meeting.
PROXY AND POSTAL VOTING FORM:
A Voting/Proxy Form is attached to this Notice of Meeting.
Completed Voting/Proxy Forms must be received at
Computershare Investor Services, no later than 1:00pm
(NZ time) on Wednesday 16 September 2026.
Any Voting/Proxy Form received after that time will not be
valid for the meeting. Please see the Voting/Proxy Form for
more information on how to return your proxy or postal vote.
ONLINE PROXY AND POSTAL VOTING:
Proxy appointments or postal votes can be lodged online at
www.investorvote.co.nz.
To vote online, you must enter your CSN/Securityholder number,
postcode/Country of Residence, and the secure access Control
Number that is located on the front of your Voting/Proxy Form
or advised in the email notification you received.
To cast a postal vote or appoint a proxy, select your preferred
voting method and follow the prompts online.
RESOLUTIONS:
Resolutions 1, 2, 3 and 4 are ordinary resolutions, meaning
they can be approved by a simple majority (more than 50%)
of the votes cast. For the purposes of NZX Listing Rule 6.3,
there are no voting restrictions in respect of Resolutions 1 to 4.
SHAREHOLDER QUESTIONS:
Shareholders attending in person or using the online platform
will have the opportunity to ask questions during the meeting.
If you cannot attend the meeting but would like to ask a
question, you can submit these by returning them with your
Voting/Proxy Form or by going to www.investorvote.co.nz and
completing the online validation process.
IMPORTANT INFORMATION

RSVP
ANNUAL SHAREHOLDERS’ MEETING
To help with our planning, please let us know if you would
like to attend our Annual Shareholders’ Meeting. All you
need to do is register by:
s emailing mercury@computershare.co.nz with your CSN /
Securityholder Number. Please indicate in your email
if you wish to be accompanied by your spouse, partner
or companion (only one guest per shareholder); OR
stick the boxes to the right and send this form back
to us in the free-post envelope enclosed.
The meeting is being held at Eden Park, World Cup Lounge,
42 Reimers Avenue, Auckland, on Friday 18 September 2026
starting at 1:00pm (NZ time).
Please tick:
Yes, I will attend the meeting in person
I wish to be accompanied by my spouse, partner
or companion (only one guest per shareholder)
Shareholder name:
Eden Park
World Cup Lounge
Level 4 | Gate G | Samsung South Stand
42 Reimers Avenue, Auckland
PARKING:
There will be free parking at the venue. Guest parking
is in P5 which is accessed via Reimers Avenue.
PUBLIC TRANSPORT:
The Kingsland train station is a short walk across the road
from the stadium.
TAXIS:
Taxis and Ubers are able to drive in and drop passengers
at the front of the venue.
EDEN PARK
OUTER
OVAL
CRICKET
PITCH
REIMERS AVENUE
WALTERS ROAD
KINGSLAND
TRAIN STATION
SOUTH STAND
GATE G
WES
T S
T
AND
EA
S
T S
T
AND
NORTH STAND
SANDRINGHAM RO
AD
CRICKET
A
VENUE
BELLWOOD TERRACE
RALEIGH AVENUE
P5
ROSSMAY TERRACE
ALTHAM AVE
DIRECTIONS TO EDEN PARK

MERCURY NZ LIMITED
33 BROADWAY,
NEWMARKET,
AUCKLAND 1023,
NEW ZEALAND.
PHONE +64 9 308 8200MERCURY.CO.NZ
NOTICE OF REPORT AVAILABILITY
Our Annual and Interim Reports are, or will be, available
on our website www.mercury.co.nz/investors. If you
would like to receive free printed copies or electronic
copies of our Annual and Interim Reports, please email
ecomms@computershare.co.nz at any time.

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The 2026 Annual Shareholders’ Meeting of Mercury NZ Limited will be held on Friday 18 September 2026 at 1:00pm (NZ time)
at Eden Park, World Cup Lounge, Level 4, Gate G, Samsung South Stand, 42 Reimers Avenue, Auckland and virtually through
the Computershare Meeting Platform https://meetnow.global/nz
www.investorvote.co.nz
Lodge your proxy online (24/7 access) by 1:00pm (NZ time)
on Wednesday 16 September 2026.
Your secure access information is:
Control Number:
CSN/Securityholder Number:
To vote online you will need the above Control Number, your CSN/
Securityholder Number and postcode or country of residence if you
reside outside New Zealand.
Smartphone?
Scan the QR code to vote now.
VOTING/PROXY FORM
To be effective as a postal vote or proxy, the Voting/Proxy Form must be received by 1:00pm (NZ time) on Wednesday
16 September 2026.
Lodge your postal vote or proxy
Online
www.investorvote.co.nz
By Mail
Computershare Investor Services
Private Bag 92119, Auckland 1142, New Zealand
For all enquiries contact
By Phone
+64 9 488 8777
By Email
corporateactions@computershare.co.nz
VOTING
You’re entitled to one vote for every fully paid share you hold in Mercury NZ Limited
at 5:00pm (NZ time) on Wednesday 16 September 2026. Voting at the meeting will
be by way of a poll (which the Chair 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
Attending the Meeting: Please bring this Voting/Proxy Form to the meeting so we can
scan the barcode to register you.
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.
You can participate in the meeting virtually through the Computershare Meeting
Platform https://meetnow.global/nz. To access the meeting, click ‘Go’ under the
Mercury meeting and then click ‘Join Meeting Now’. Select ‘Shareholder’ on the login
screen and enter your CSN/Securityholder Number and postcode (or country of
residence if outside New Zealand).
For more information, please refer to the Notice of Meeting and Virtual Meeting Guide.
Postal Vote (refer to Step 1 overleaf): The Company Secretary has been authorised
by the Board to receive and count postal votes at the meeting. If you return your
postal vote without indicating how you wish to vote on a resolution, you’ll be treated
as not voting on that resolution.
Appointment of Proxy (refer to Steps 1 & 2 overleaf): You may appoint a proxy
(or, in the case of a corporate shareholder, a representative) to attend on your behalf.
A proxy does not need to be a Mercury 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 director as your proxy. To do this,
enter “the Chair” or the director’s name in the space allocated in “Step 2” of this
form. The Chair of the meeting and the directors will vote for resolutions marked
“Proxy’s Discretion”, even if they have an interest in the outcome of the resolution.
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. As noted above, the Chair will vote for those resolutions.
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.
Trust s: 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 from
another joint shareholder, the vote of the shareholder named first 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 certified copy must, unless already provided to Mercury NZ Limited,
accompany the Voting/Proxy Form together with a completed certificate 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 sufficient 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.
> TURN OVER TO COMPLETE THE FORM TO VOTE

STEP 1: VOTING INSTRUCTIONS/VOTING PAPER
STEP 2: APPOINTMENT OF A PROXY
SIGNATURE OF SHAREHOLDER(S)
THIS SECTION MUST BE COMPLETED
Cast a postal vote, or instruct your proxy to vote, by placing a tick in the relevant box. Tick one box only in respect of each resolution. If you’re appointing
a proxy and want your proxy to decide how to vote on a resolution, please mark the box “Proxy’s Discretion”. For the purposes of NZX Listing Rule 6.3,
there are no voting restrictions in respect of Resolutions 1 to 4.
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 filling out this section. You can choose the Chair of the meeting or any director to be your proxy.
ResolutionsForAgainstAbstain
Proxy’s
Discretion
1.To re-elect Hannah Hamling as a director.
2.To re-elect Adrian Littlewood as a director.
3.To re-elect Mark Binns as a director.
4.To elect Scott Scoullar as a director.
I/We
the above-named shareholder/shareholders of Mercury NZ Limited
as my/our proxy to vote for me/us on my/our behalf as directed above and on any other matter to be put to the Annual Shareholders’ Meeting of Mercury
NZ Limited to be held on Friday 18 September 2026 at 1:00pm (NZ time) and at any adjournment or postponement of this meeting.
If you do not provide contact details for your proxy (and they are not the Chair or a director), we cannot guarantee that your proxy will be admitted if they
intend to attend the meeting virtually.
hereby appoint:
Or failing that person:
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)
Phone number
Phone number
Email address
Email address
Shareholder 1
Contact name
Shareholder 2
Daytime phone
Shareholder 3
Date
of:
of:
The Annual Shareholders’ Meeting of Mercury NZ Limited will be held on Friday 18 September 2026
at 1:00pm (NZ time) at Eden Park, World Cup Lounge, Level 4, Gate G, Samsung South Stand,
42 Reimers Avenue, Auckland and virtually through the Computershare Meeting Platform
https://meetnow.global/nz.
ATTENDANCE SLIP

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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.