CONTACT ENERGY LIMITED — Proxy Solicitation & Information Statement 2015

Nov 22, 2015

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23 November 2015

2015 Notice of Annual Meeting and webcast details

Please find attached the following documents relating to Contact Energy Limited’s (Contact) upcoming Annual Meeting of Shareholders which are being sent to Contact shareholders today.

• (a) Notice of 2015 Annual Meeting of Shareholders

• (b) Admission Card/Proxy Form

Contact’s Annual Meeting will be held in the Lambton Ballroom, InterContinental Hotel,

2 Grey Street, Wellington, New Zealand on Wednesday 9 December 2015 commencing at

10.00am (New Zealand time).

A live recording of the annual meeting will be broadcast on Contact’s website

contact.co.nz/corporate/investor-centre.

ENDS

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Notice of Annual Meeting of Shareholders

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Notice is hereby given that the 2015 Annual Meeting of Shareholders of Contact Energy Limited will be held in the Lambton Ballroom, InterContinental Hotel, 2 Grey Street, Wellington, New Zealand on Wednesday 9 December 2015 commencing at 10.00am (New Zealand time).

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Business

A. Chairman’s Address

C. Financial Statements

In relation to Contact Energy Limited’s (“Contact”) annual report for the year ended 30 June 2015, to receive the fi nancial statements for that period, and the auditor’s report on those fi nancial statements.

D. Resolutions

ordinary resolutions:

Resolution 1 – Election of Sir Ralph Norris That Sir Ralph Norris be elected as a director of Contact.

Resolution 2 – Election of Victoria Crone That Victoria Crone be elected as a director of Contact. Resolution 3 – Election of Rob McDonald That Rob McDonald be elected as a director of Contact. Resolution 4 – Auditor

expenses of the auditor.

E. Directors’ Retirement

Bruce Beeren and Phil Pryke retire by rotation and do not off er themselves for re-election.

F. Other Business

To consider any other matter that may lawfully be considered at the annual meeting.

On behalf of the Board of Directors

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Procedural Notes

1. Voting

Voting entitlements for the annual meeting will be determined at 10.00am (New Zealand time) on Monday 7 December 2015 based on registered shareholdings at that time. Voting on all resolutions put before the meeting shall be by a show of hands or poll at the discretion of the chairman of the meeting. Results of the voting will be notifi ed on the New Zealand and Australian stock exchanges.

2. Proxies and Corporate Representatives

A shareholder of Contact who is entitled to attend and vote is entitled to appoint a proxy to attend and vote instead of him/her. A proxy need not be a shareholder of Contact. Any corporation that is a shareholder of Contact may appoint a person as its representative to attend the annual meeting and vote on its behalf, in the same manner as that in which it could appoint a proxy.

3. Proxy appointment

A proxy form accompanies this notice of meeting and it must be lodged at the offi ce of the share registry, Link Market Services, not less than 48 hours before the commencement of

the annual meeting, that is not later than 10.00am on Monday 7 December 2015 (New Zealand time). Any proxy form received after that time will not be valid for the scheduled meeting.

You can lodge your proxy online by going to vote.linkmarketservices.com/CEN or by scanning the QR code on the proxy form with your smartphone.

4. Shareholder questions

Shareholders present at the annual meeting will have the opportunity to ask questions during the meeting. If you cannot attend the annual meeting but would like to ask a question you can submit a question online by going to vote.linkmarketservices.com/CEN and completing the online validation process or by using the proxy form. Questions need to be submitted by Monday 7 December 2015. Contact reserves the right not to address any questions that it is not required to address or, in the Board’s opinion, are not reasonable to address in the context of an annual meeting.

Phil Pryke Interim Chairman

23 November 2015

Explanatory Notes

Resolutions 1, 2 and 3 – Election of Directors

Sir Ralph Norris, Victoria Crone and Rob McDonald were appointed by the Board of Directors (“Board”) on 12 November 2015 to fill the casual vacancies caused by the resignations of Grant King, David Baldwin and Karen Moses.

Contact’s constitution provides that any person appointed as a director by the Board may hold office only until the next annual meeting, and is then eligible for election at that meeting. Being eligible to do so, Sir Ralph Norris, Victoria Crone and Rob McDonald are seeking election.

The Board unanimously recommend that shareholders vote in favour of the election of Sir Ralph Norris, Victoria Crone and Rob McDonald. They are all considered by the Board to be independent directors.

Resolution 4 – Auditor

KPMG is automatically reappointed as auditor under section 207T of the Companies Act 1993 (“Act”). The proposed resolution is to authorise the Board, under section 207S of the Act, to fix the fees and expenses of the auditor.

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Sir Ralph Norris KNZM

Independent Non-Executive Director

Sir Ralph Norris has over 40 years of business and banking experience, having led large organisations through transformational change in both New Zealand and Australia. He is the chairman of Fletcher Building Limited and RANQX Holdings Limited, along with holding directorships on the Advisory Boards of New Zealand Treasury, Tax Management NZ and SouthPark Corporation. He is a former director of Fonterra Limited and Origin Energy Limited. He was managing director and chief executive of Commonwealth Bank of Australia for six years until 2011, and prior to that served as chief executive of Air New Zealand and ASB Bank. Sir Ralph was made a Knight Companion of the New Zealand Order of Merit in 2009 and a Distinguished Companion of the New Zealand Order of Merit for services to business in 2006. In 2012, he had conferred on him an Honorary Doctorate of Business by the University of New South Wales.

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Victoria Crone

Independent Non-Executive Director

With over 20 years’ experience in the communications and IT sectors, Victoria is currently the managing director of Xero New Zealand. Her experience spans from start-ups to mature products across consumer, small business and enterprise sectors. She is a director of Aura Information Security and Creative HQ and a trustee of NZ Hi-Tech Trust. Prior to Xero, Victoria held senior management roles in sales and marketing at Chorus and Telecom. She is a passionate Kiwi and a member of NZ Global Women. Victoria holds a Master’s degree in Commerce and Administration (Marketing and Management) from Victoria University.

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Rob McDonald

Independent Non-Executive Director

Rob’s finance career spans over 30 years, having worked overseas before joining Coopers and Lybrand in the corporate advisory and valuations practice in 1985. He is currently the chief financial officer with Air New Zealand, a position held since 2004, prior to which he was the group treasurer. He is also Air New Zealand’s alternate director for the Virgin Australia Board. His former memberships include the Institute of Finance Professionals New Zealand Inc. and vice chairman on IATA Financial Committee. Rob has a Bachelor of Commerce from Auckland University and in 1999 completed the Programme of Management Development at Harvard Business School. He is a Fellow of Chartered Accountants Australia and New Zealand.

Venue Location

The 2015 Annual Meeting of Shareholders of Contact Energy Limited will be held in the Lambton Ballroom, InterContinental Hotel, 2 Grey Street, Wellington, New Zealand on Wednesday 9 December 2015 commencing at 10.00am (New Zealand time).

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Wellington
railway station
Waring Taylor St
Wellington
waterfront
Johnston St
Brandon St
Panama St
Hunter St
Cable car Grey St
Whitmore St
Ballance St
Bunny St
Jervois Quay
Lambton Quay
Featherston St Customhouse Quay
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A live recording of the annual meeting will be broadcast on Contact’s website contact.co.nz/corporate/investor-centre

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LODGE YOUR PROXY

ONLINE:

FAX:

vote.linkmarketservices.com/CEN +64 9 375 5990

SCAN & EMAIL:

meetings@linkmarketservices.com (Please use “Contact Proxy Form” as the subject for easy identification)

SAMPLE ONLY

MAIL: DELIVER:

Use the enclosed envelope Link Market Services Limited or address to: Level 7, Zurich House, Link Market Services Limited 21 Queen Street, PO Box 91976 Auckland 1010 Victoria Street West Auckland 1142 New Zealand

Scan this QR code with your smartphone and lodge your proxy online

Holder Number:

GENERAL ENQUIRIES

+64 9 375 5998 | enquiries@linkmarketservices.com

ADMISSION CARD / PROXY FORM FOR CONTACT’S 2015 ANNUAL MEETING

The Annual Meeting of Shareholders of Contact Energy Limited (“Contact”) will be held on Wednesday 9 December 2015 at 10.00am (New Zealand time) in the Lambton Ballroom, InterContinental Hotel, 2 Grey Street, Wellington, New Zealand.

ATTENDING THE MEETING

1. If you plan to attend the annual meeting, please bring this Admission Card / Proxy Form intact as the barcode will assist in your registration.

PROXY APPOINTMENT

1. If you do not plan to attend the annual meeting and wish to be represented by proxy or wish to appoint a corporate representative, please complete and return this Proxy Form (in accordance with the lodgement instructions above) to Contact’s share registry, Link Market Services, or lodge your proxy online at vote.linkmarketservices.com/CEN by no later than 10.00am on Monday 7 December 2015.

2. Any corporation that is a shareholder of Contact may appoint a person as its representative to attend the annual meeting and vote on its behalf, in the same manner as that in which it could appoint a proxy.

3. If you appoint a proxy you must either direct the proxy how to vote by ticking the “For”, “Against” or “Abstain” box in respect of each resolution OR by ticking the “Proxy Discretion” box in respect of each resolution. A shareholder can direct the proxy holder in respect of one or more resolutions and give the proxy holder discretion in respect of other resolutions. If a shareholder does not tick any boxes in respect of a resolution then the vote will be invalid.

4. The Chairman of the Meeting or any Director is willing to act as proxy for any shareholder who appoints him/her for that purpose. If you tick the “Proxy Discretion” box for a particular resolution, your proxy will decide how to vote that resolution. However, if your

proxy is precluded from voting (for example, because he or she has an interest in the outcome of the resolution), then they will not be able to vote on the resolution on your behalf. The Chairman and Directors intend to vote all discretionary proxies in favour of resolutions 1 to 4, except that the Directors standing for election will abstain from voting discretionary proxies in respect of their own appointment.

SIGNING INSTRUCTIONS FOR PROXY FORM

1. This Proxy Form must be signed by the shareholder or his/her/its attorney duly authorised in writing.

2. If you are joint holders of shares, each of you must sign this Proxy Form.

3. If the shareholder is a company, this Proxy Form must be signed on behalf of the company by a person acting under the company’s express or implied authority.

4. If this Proxy Form has been signed under a power of attorney (“POA”), a copy of the POA (unless already noted by Contact or its registry) and a signed certificate of non-revocation of the POA must be produced to Contact with this form.

5. If you have any questions about appointing your proxy, please call Link Market Services Investor Helpline between 8.30am and 5.00pm (New Zealand time) on + 64 9 375 5998 or email meetings@linkmarketservices.com

Go online to vote.linkmarketservices.com/CEN to lodge your proxy or please TURN OVER to complete the Proxy Form.

PROXY / CORPORATE REPRESENTATIVE APPOINTMENT

STEP 1: APPOINT A PROXY*

I/We being a shareholder(s) of Contact Energy Limited (“Contact”) and entitled to attend and vote hereby appoint:

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of
(FULL NAME) (ADDRESS)
Or failing him/her:
of
(FULL NAME) (ADDRESS)
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as my/our proxy to vote for me/us on my/our behalf at the annual meeting of shareholders of Contact to be held at 10.00am on Wednesday 9 December 2015, and at any adjournment of that annual meeting, and to vote as my/our proxy thinks fit on any resolutions to amend any of the resolutions, or any resolution so amended and on any other resolution proposed at the annual meeting (or any adjournment thereof) so as to give effect to my/our intention as set out below where possible. In the event I/we have not expressed any intention or the intention is unclear (in my/our proxy’s sole opinion) my/our direction is to abstain. A proxy need not be a shareholder of Contact. If you wish, you may appoint as your proxy ‘The Chairman of the Meeting’.

• A reference to a “proxy” includes a “corporate representative”

STEP 2: RESOLUTIONS – PROXY VOTING INSTRUCTIONS Please tick (P) in box to record your vote FOR AGAINST ABSTAIN PROXY DISCRETION	STEP 2: RESOLUTIONS – PROXY VOTING INSTRUCTIONS Please tick (P) in box to record your vote FOR AGAINST ABSTAIN PROXY DISCRETION	STEP 2: RESOLUTIONS – PROXY VOTING INSTRUCTIONS Please tick (P) in box to record your vote FOR AGAINST ABSTAIN PROXY DISCRETION	STEP 2: RESOLUTIONS – PROXY VOTING INSTRUCTIONS Please tick (P) in box to record your vote FOR AGAINST ABSTAIN PROXY DISCRETION	STEP 2: RESOLUTIONS – PROXY VOTING INSTRUCTIONS Please tick (P) in box to record your vote FOR AGAINST ABSTAIN PROXY DISCRETION	STEP 2: RESOLUTIONS – PROXY VOTING INSTRUCTIONS Please tick (P) in box to record your vote FOR AGAINST ABSTAIN PROXY DISCRETION
1. That Sir Ralph Norris be elected as a director of Contact 2. That Victoria Crone be elected as a director of Contact 3. That Rob McDonald be elected as a director of Contact 4. That the directors be authorised to fx the fees and expenses of the auditor PLEASE NOTE:For each resolution you must tick (P) one box. If you tick the “Abstain” box for a particular resolution, you are directing your proxy NOT to vote on that resolution. Your vote will not be counted when calculating the majority for that resolution. If you tick the “Proxy Discretion” box for a particular resolution, you are directing your proxy to decide how to vote on that resolution.
STEP 3: SIGNATURE OF SHAREHOLDER(S) Shareholder 1 Shareholder 2			Shareholder 3
Or a duly authorised ofcer or attorney Or a duly authorised ofcer or Day time telephone: signed this			attorney Or a duly authorised ofcer or attorney day of 2015

SHAREHOLDER QUESTIONS

Shareholders present at the annual meeting will have the opportunity to ask questions during the meeting. If you cannot attend the annual meeting but would like to ask a question you can submit a question online by going to vote.linkmarketservices.com/CEN and completing the online validation process or complete the question section below and return to Link Market Services in the envelope enclosed. Questions need to be submitted by Monday 7 December 2015. Contact reserves the right not to address any questions that it is not required to address or, in the Board’s opinion, are not reasonable to address in the context of an annual meeting.

Question:

ELECTRONIC INVESTOR COMMUNICATIONS

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