Mainfreight Limited — AGM Information 2025

Jun 29, 2025

MAINFREIGHT 2025 Annual Meeting of Shareholders

Notice of Meeting and Explanatory Notes

NOTICE OF MEETING

Notice is given that the annual meeting of shareholders of Mainfreight Limited (the “ Company ”) will be held at 4.00pm on Wednesday, 30 July 2025 in the Level 4 Lounge, South Stand, Eden Park, Reimers Avenue, Kingsland, Auckland, New Zealand.

Agenda

Chairman’s Address

Group Managing Director’s Address

Annual Report

To receive and consider the annual report of the Company for the year ended 31 March 2025, including the financial statements for that year and the directors’ and auditor’s reports to shareholders.

3. Re-election of Kate Parsons

That Kate Parsons, 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).

4. Auditor

Resolutions

To consider and, if thought fit, to pass the following ordinary resolutions (which require the approval of a simple majority of the votes of those shareholders entitled to vote and voting on the resolution in person or by proxy or representative):

That the Directors be authorised to fix the fees and expenses of the auditor (see explanatory note).

Other Business

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

1. Re-election of Don Braid

That Don Braid, 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).

2. Re-election of Simon Cotter

That Simon Cotter, 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).

By Order of the Board

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BRUCE PLESTED, Chairman 30 JUNE 2025

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EXPLANATORY NOTES

RESOLUTION 1: ELECTION OF DIRECTOR

In accordance with NZX Main Board Listing Rule 2.7.1, Don Braid retires by rotation and being eligible, offers himself for re-election. The Board of Directors unanimously recommends that shareholders vote in favour of the re-election of Don Braid. The Board of Directors considers that Don Braid does not qualify as an independent director.

Don Braid

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Don has over 48 years’ experience in the freight industry, including 31 with Mainfreight. As Group Managing Director since 2000, Don has led the business through an extraordinary period of growth.

His leadership is underpinned by a strong belief in Mainfreight’s international competency and capabilities to provide high-quality supply chain solutions for our customers. His visits to our local and overseas operations guide our teams to be sales-focused and always aiming for operational excellence. He is fiercely proud of the Mainfreight culture, seeing this as a key reason customers choose Mainfreight over the competition.

RESOLUTION 2: ELECTION OF DIRECTOR

In accordance with NZX Main Board Listing Rule 2.7.1, Simon Cotter retires by rotation and being eligible, offers himself for re-election. The Board unanimously recommends that shareholders vote in favour of the re-election of Simon Cotter. He is considered by the Board to be an independent director.

Simon Cotter

Simon has had a long association with Mainfreight having served as the Company’s main adviser for acquisitions, debt structure and other matters since 2003 (through Grant Samuel & Associates), prior to joining the Mainfreight Board in 2013.

Simon brings strong financial skills and business acumen to the role. He has an in-depth knowledge of the business, which supports wide-ranging discussion at the Board table. He is the Chair of the Board’s Audit Committee.

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ANNUAL MEETING OF SHAREHOLDERS

RESOLUTION 3: RE-ELECTION OF DIRECTOR

In accordance with NZX Main Board Listing Rule 2.7.1, Kate Parsons retires by rotation and being eligible, offers herself for re-election. The Board unanimously recommends that shareholders vote in favour of the re-election of Kate Parsons. She is considered by the Board to be an independent director.

Kate Parsons

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Kate’s extensive financial and analytical experience has been acquired in a range of industries, both in New Zealand and overseas. She joined Mainfreight’s Board in 2017.

Kate’s knowledge

of high-tech companies is a welcome addition to the Board’s capabilities, as is her familiarity with the complexities of acquisitions, and steering companies through growth and change.

RESOLUTION 4: 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 4.

Meeting Details

Venue: Level 4 Lounge, South Stand Eden Park, Reimers Avenue Kingsland, Auckland

Date: Wednesday, 30 July 2025 Time: 4.00pm

Registered & Administration Office

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

www.mainfreight.com

Eden Park is well served by rail and bus services. Kingsland train station is a short walk from Eden Park.

There are car parks available at the South Stand (through car park entrance G, off Reimers Avenue) on a first come, first served basis.

Enter Eden Park at Gate G and take the lift to Level 4.

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Eden
Park
P5 Car Park
REIMERS AVENUE
P5
G
LEVEL 4, LOUNGE
SOUTH STAND
Car Parks
ROYAL TERRACE
ASB Stand
South
Stand
WALTERS ROAD
RALEIGH STREET
BELLWOOD AVENUE
GATE
GATE
B
C
NEW NORTH ROAD TRAIN STATIONKINGSLAND
ROAD
SANDRINGHAM
ROAD
East Stand KOWHAI STREET
West Stand CRICKET AVENUE
SANDRINGHAM
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