FREIGHTWAYS GROUP LIMITED - AGM Information 2025

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Notice of Meeting Annual Shareholders Meeting 2025

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Notice of Meetin g

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.
c. Resolutions
That David Gibson be re-elected as a director of Freightways.
That Grant Devonport be elected as a director of Freightways.
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.

By Order of the Board

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Stephan Deschamps Chief Financial Officer

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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.

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Resolution 1: Re-election of Director

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

The Board has determined that David is an independent director and unanimously recommends that shareholders vote in favour of his reelection.

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.

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David Gibson B.Com, LLB (Hons)

Resolution 2: Election of Director

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 NonExecutive Director of Auckland International Airport in October 2024 after finishing his executive career as Chief Financial Officer of Australian Pacific Airports Corporation (APAC), owner of both Melbourne and Launceston Airports.

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Grant Devonport BBus, GDipBA

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.

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.

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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)	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 - onlyused 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.

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.

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Resolution 4: Auditors

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.

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

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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.

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

Freightways Group Limited Non-Executive Directors’ Fees Review

EY  1

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	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

Table 2: Reported time commitments and Board composition	Table 2: Reported time commitments and Board composition	Table 2: Reported time commitments and Board composition	Table 2: Reported time commitments and Board composition	Table 2: Reported time commitments and Board composition	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  2

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)

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  3

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.

Freightways Group Limited Non-Executive Directors’ Fees Review

EY  4

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.

ey.com/nz

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Lodge your proxy online, 24 hours a day, 7 days a week:

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�� 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 appoint your proxy and exercise your vote online.

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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. ��

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�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.

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�� 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.

Go online to lodge your proxy or turn over to complete the form

CSN/Shareholder Number: Number of Shares:

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STEP 1 ��

I/We being a shareholder/s of Freightways ��Limited

hereby appoint

or failing him/her

as my/our proxy to vote for me/us on my/our behalf in accordance with the following directions at the 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.and at any adjournment of that meeting.

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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STEP 2

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�� For each resolution below you must tick one box. If a box relating to a resolution is not ticked, the vote on that resolution will be invalid.

��Business

To consider, and if thought fit, to pass the following ordinary resolutions: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.

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SIGN Signature of Shareholder(s) ��
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ATTENDANCE SLIP

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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 ��

CSN/Shareholder Number: Number of Shares:

AI assistant

FREIGHTWAYS GROUP LIMITED — AGM Information 2025

64946_rns_2025-09-24_8fb09c5e-c5ff-4ac8-be4b-75c9a6d368da.pdf

Venue: Hyundai Marine Sports Centre

KEY DATES:

Business

Proxies and Representatives

Explanatory Notes

RESOLUTIONS ON RE-ELECTION AND ELECTION OF DIRECTORS

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

Resolution 2: Election of Director

Resolution 3: Directors’ Fees

Meeting Venue: Hyundai Marine Sports Centre

Meeting Information:

Independence declaration

Summary of findings

Time commitments and Board composition

Comparator group

Considerations

EY | Building a better working world

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ATTENDANCE SLIP

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