Ann: MEETING: FRE: Notice of Annual Shareholders

• Release Date: 04/10/13 20:02
• Summary: MEETING: FRE: Notice of Annual Shareholders Meeting
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					FRE
04/10/2013 17:02
MEETING

REL: 1702 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, 31 October 2013 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 Roger Corcoran be re-elected as a Director of Freightways.
2. That Kim Ellis be re-elected as a Director of Freightways.
3. That the total quantum of annual Directors' fees be increased by 3% (being
$14,000) from an aggregate of $456,000 to an aggregate of $470,000, 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 2013

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 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.
The proxy form will only be effective if it is received by the Company's
share registrars no later than 10.00am Tuesday, 29 October 2013, 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. 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
Roger Corcoran and Kim Ellis are retiring by rotation and offer themselves
for re-election. The Board has determined that Roger Corcoran and Kim Ellis
are both independent directors and unanimously recommends that shareholders
vote in favour of their re-election.

Roger Corcoran

Roger, who is based in Australia, was appointed a Director in May 2009. He
has gained extensive global business experience during a 30-year career with
multi-national transport & logistics operator, TNT. Roger retired as CEO of
TNT Australia, New Zealand and the Pacific Islands in December 2008, having
worked throughout the world during his years with TNT.

Kim Ellis

Kim was appointed a Director in August 2009. He spent 28 years in chief
executive roles in a number of sectors, including 13 years as Managing
Director of Waste Management NZ Limited until its sale in 2006 to
Transpacific Industries Pty Limited, and has developed businesses in both New
Zealand and Australia. Kim is now a professional director working with both
private and listed companies. His current Board appointments include Port of
Tauranga Limited, FSF Management Company Limited, Ballance Agri Nutrients
Limited, NZ Social Infrastructure Fund Limited, Moa Brewing Limited and
Envirowaste Services Limited.

RESOLUTION 3: DIRECTORS FEES
That the total quantum of annual Directors' fees be increased by 3% (being
$14,000) from an aggregate of $456,000 to an aggregate of $470,000, such
aggregate amount to be divided amongst the Directors as they deem
appropriate.

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. 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 continue building 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. Last year, all
of the approved increase in Directors' remuneration of $22,000 was applied to
creating initial headroom in the aggregate amount for this purpose. It is
proposed that this headroom and the individual Director's fees will be
proportionately increased by 3% upon approval of this resolution.

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:00242023 For:FRE    Type:MEETING    Time:2013-10-04 17:02:41