Mainfreight Limited — AGM Information 2018

Jun 25, 2018

ANNUAL MEETING OF SHAREHOLDERS: Meeting Details

Venue: Barrel Hall, Villa Maria Estate, 118 Montgomerie Road, Mangere, Auckland

Date: Thursday, 26 July 2018

Time: 4.00pm

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For those shareholders wishing to travel by public transport to and from the meeting, the following arrangements are available:

Make your own way to the Ferry Building, 99 Quay Street, Downtown Auckland.

A private bus will depart from the Queen’s Wharf collection point (beside the Ferry Building) at 3.00pm promptly, to transfer shareholders to the meeting.

Return details:

A private bus departs Villa Maria at 6.00pm and returns to the Ferry Building, Downtown Auckland

If you would like to use this transport option, please register by contacting Nikki Cooper by Friday, 20 July 2018:

• Telephone: 09-259 5511

www.mainfreight.com

MAINFREIGHT 2018 ANNUAL MEETING OF SHAREHOLDERS

Notice of Meeting & Explanatory Notes

Email: nikki@mainfreight.com

Registered & Administration Office

2 Railway Lane, Otahuhu Auckland 1062 PO Box 14038, Panmure Auckland 1741 Tel +64 9 259 5500

www.mainfreight.com

NOTICE of Meeting

Notice is given that the annual meeting of shareholders of Mainfreight Limited will be held at 4.00pm on Thursday 26 July 2018 at the Barrel Hall, Villa Maria Estate, 118 Montgomerie Road, Mangere, Auckland.

Agenda

2. Re-election of Richard Prebble

CHAIRMAN’S ADDRESS

That Richard Prebble, who retires by rotation at the annual meeting and is eligible for re-election, be re elected as a Director of the Company (see explanatory note).

GROUP MANAGING DIRECTOR’S ADDRESS

ANNUAL REPORT

To receive and consider the annual report of the Company for the year ended 31 March 2018, including the financial statements for that year and the directors’ and auditor’s reports to shareholders.

3. Auditor

That the Directors be authorised to fix the fees and expenses of the auditor.

RESOLUTIONS

OTHER BUSINESS

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

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

1. Re-election of Bruce Plested

BY ORDER OF THE BOARD

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That Bruce Plested, who retires by rotation at the annual meeting and is eligible for re-election, be re elected as a Director of the Company (see explanatory note).

BRUCE PLESTED CHAIRMAN 26 JUNE 2018

EXPLANATORY Notes

Proxy Vote:

A shareholder that is entitled to attend and vote at the annual meeting is entitled to appoint a proxy to attend and vote instead of that shareholder. The proxy need not be a shareholder of the Company.

To be effective, the proxy form (enclosed with this notice of meeting) must be received at the registered office of the Company, or by the share registrar of the Company, Computershare Investor Services Limited, Private Bag 92119, Auckland 1142, New Zealand, not later than 48 hours before the start of the annual meeting in accordance with the instructions on the proxy form. A shareholder may also appoint its proxy online as per the instructions on the proxy form.

A corporation which is a shareholder of the Company, may appoint a person to attend the annual meeting as its representative in the same manner as that in which it would appoint a proxy.

Resolutions 1 and 2:

RE-ELECTION OF DIRECTORS

Bruce Plested, Richard Prebble and Carl Howard-Smith retire by rotation at the annual meeting in accordance with NZX Main Board Listing Rule 3.3.11.

Bruce Plested and Richard Prebble, both being eligible for re-election, offer themselves for re-election. Carl Howard-Smith, as previously indicated to shareholders during the 2016 Annual Meeting, will retire as a Director at the close of the 2018 Annual Meeting of Shareholders.

Brief biographical notes of the Directors seeking re-election are as follows:

Bruce Plested

Bruce Plested is the Founder and Chairman of Mainfreight and through his trusts is the largest shareholder of the Company. Bruce plays an active role in the global direction of the Company, visiting branches here and overseas, and sharing his philosophy which is at the heart of our culture. With his deep industry experience and strong ethical convictions, he is vitally involved in setting the strategic focus for the Company.

The Board recommends that

Bruce Plested be re-elected as a Director of the Company. The Board considers that Bruce Plested does not qualify as an independent Director under the provisions of the NZX Main Board Listing Rule 3.3.2.

Richard Prebble

Richard Prebble is a long-standing Director of Mainfreight having been on the Company’s Board prior to its listing in 1996. Mainfreight continues to benefit from Richard’s experience gained during his service as a Member of New Zealand’s Parliament, and in particular his portfolios of Transport, Railways and Civil Aviation. His perceptiveness and acuity contribute to rounded debate at the Board table and his views are valued by his fellow directors and the Company’s management team alike.

The Board recommends that Richard Prebble be re-elected as a Director of the Company. The Board considers that Richard Prebble qualifies as an independent Director under the provisions of the NZX Main Board Listing Rule 3.3.2.

Carl Howard-Smith

At the 2016 Annual Meeting, Carl Howard-Smith advised shareholders that it was his intention not to seek re-election as a Director when his current term was at an end. Accordingly, Carl Howard-Smith retires by rotation at the 2018 Annual Meeting of Shareholders and will step down from his directorship of Mainfreight.

Carl will continue in his role as the Company’s General Counsel.

Resolutions 3:

AUDITOR

EY is automatically reappointed at the Annual Meeting as the auditor of the Company under section 207T of the Companies Act 1993. This resolution authorises the Board to fix the fees and expenses of the auditor.

The Directors recommend that shareholders vote to approve Resolution 3.