Ann: MEETING: FRE: Notice of Annual Shareholders

• Release Date: 05/10/12 11:30
• Summary: MEETING: FRE: Notice of Annual Shareholders Meeting
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FRE
05/10/2012 08:30
MEETING

REL: 0830 HRS Freightways Limited

MEETING: FRE: Notice of Annual Shareholders Meeting

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS OF FREIGHTWAYS LIMITED

Notice is hereby given to all Shareholders that the Annual Meeting of
Shareholders of Freightways Limited (Freightways) will be held in the
Rutherford Room, Alexandra Park, Greenlane Road West, Epsom, Auckland, on
Thursday, 25 October 2012 at 10.00 am.

Business
A. Chairman's introduction
B. Managing Director's Review and Trading Update
C. Resolutions
To consider, and if thought fit, to pass the following ordinary resolutions:
1. That Sue Sheldon be re-elected as a Director of Freightways.
2. That Mark Verbiest be re-elected as a Director of Freightways.
3. That the total quantum of annual Directors' fees be increased by 5% (being
$22,000) from an aggregate of $434,000 to an aggregate of $456,000, such
aggregate amount to be divided amongst the Directors as they deem
appropriate.
4. That the Directors are authorised to fix the Auditors' remuneration.

By Order of the Board

Mark Royle
CHIEF FINANCIAL OFFICER
4 October 2012

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 your place.
A proxy need not be a shareholder of the Company.  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 must complete and sign the proxy form and send
it to the Company's share registrars, Computershare Investor Services
Limited, no later than 48 hours prior to commencement of the meeting.  A
reply paid envelope is enclosed if mailing the proxy form from within New
Zealand.  If you wish to deposit your proxy by fax, please send it to
Computershare on fax (09) 488 8787.

EXPLANATORY NOTES

RESOLUTIONS 1 & 2:   RE-ELECTION OF DIRECTORS
Sue Sheldon and Mark Verbiest are retiring by rotation and offer themselves
for re-election.  The Board has determined that Sue Sheldon and Mark Verbiest
are both independent directors and unanimously recommends that shareholders
vote in favour of their re-election.

Sue Sheldon CNZM (B.COM, FCA, M INST D)

Sue was appointed a Director of Freightways in July 2003 and appointed
Chairman in October 2010.  She is a Chartered Accountant and full time
professional director and is currently Chairman of Chorus Limited, Deputy
Chairman of the Reserve Bank of New Zealand and a Director of Contact Energy
Limited and Paymark Limited. Sue is a former President of the New Zealand
Institute of Chartered Accountants.

Mark Verbiest (LLB, M INST D)

Mark was appointed a Director in February 2010.  He is a professional
director who has a strong working knowledge of technology and
technology-related businesses, as well as having extensive capital markets
experience.  A lawyer by training, with widespread corporate legal experience
in private practice, he spent 7.5 years on the senior executive team of
Telecom NZ through until mid-2008, where among other things he had executive
accountability for two business units. Mark is Chairman of Telecom
Corporation of New Zealand Limited, Transpower New Zealand Limited and Willis
Bond Capital Partners Limited. Mark is also a member of the Financial Markets
Authority and a consultant to law firm Simpson Grierson.

RESOLUTION 3: DIRECTORS FEES
That the total quantum of annual Directors' fees be increased by 5% (being
$22,000) from an aggregate of $434,000 to an aggregate of $456,000, such
aggregate amount to be divided amongst the Directors as they deem
appropriate.

The Directors propose to review fees annually to ensure the aggregate amount
available for Directors' remuneration is adequate to allow Directors fees to
remain aligned with market levels. If this annual review determines an
increase in fees is appropriate, it will result in incremental, rather than
stepped, adjustments that may otherwise occur if remuneration levels are
reviewed less frequently.  The Directors also propose to build some headroom
in the aggregate amount to allow for any additional Committee work beyond the
normal business of either the Board or any sitting committee. There is
currently no such headroom in the aggregate amount for this purpose.

The Directors do not intend to apply this year's proposed increase to their
Directors' fees, but allocate it entirely to creating initial headroom in the
aggregate amount for additional Committee work beyond the normal business of
either the Board or any sitting committee, that can be drawn upon if
required.

In accordance with NZSX Listing Rule 9.3.1, the Directors and their
Associated Persons are restricted from voting on this resolution.

RESOLUTION 4: AUDITORS
The present auditors of the Company are PricewaterhouseCoopers. Under the
Companies Act 1993 they will continue in office.
End CA:00228128 For:FRE    Type:MEETING    Time:2012-10-05 08:30:03