POT – Notice of Annual Meeting – 25 October 2019

NOTICE OF 2019 ANNUAL MEETING



Notice is given that the Annual Meeting of shareholders of Port of Tauranga Limited will be held at Trustpower
Baypark, 81 Truman Lane, Mount Maunganui,
and online at www.virtualmeeting.co.nz/pot19 on Friday 25
October 2019 commencing at 1.00pm.


BUSINESS AND AGENDA OF THE MEETING:

 CHAIR’S ADDRESS

 CHIEF EXECUTIVE’S ADDRESS

 RECEIVE AND CONSIDER ANNUAL REPORT

To receive and consider the Annual Report of the Company for the year ended 30 June 2019, including the audit
report and financial statements.

 ORDINARY RESOLUTIONS

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

1 Re-election of Directors

The Directors advise that:

Messrs Kimmitt Rowland Ellis and Alastair Roderick Lawrence will retire at the meeting, and being eligible
offer themselves for re-election. Accordingly, it is proposed to consider, and if thought fit, to:

(a) re-elect Mr Kimmitt Rowland Ellis; and
(b) re-elect Mr Alastair Roderick Lawrence;

as Directors of the Company, in each case by separate ordinary resolution of the shareholders (refer to
Explanatory Note 1).

2 Increase in Directors’ Remuneration

That the Directors’ fees pool be increased by $30,000, from $750,000 to $780,000 per annum, with the
aggregate amount payable to all Directors of the Company for their services as Directors of the Company, to
be divided amongst the Directors as the Board may determine (refer to Explanatory Note 2).

3 Auditors

To record the reappointment of the Audit Office as Auditors of the Company pursuant to section 19 of the
Port Companies Act 1988 and to authorise Directors to fix the Auditor’s remuneration for the ensuing year.

4 Special Resolution – Constitution

The shareholders resolve as a special resolution, that the Company’s existing Constitution be revoked and
the revised Constitution in the manner described in the Explanatory Notes (refer to Explanatory Note 3) be
adopted as the Company’s new Constitution.

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 GENERAL BUSINESS AND SHAREHOLDER QUESTIONS

Questions for the Annual Meeting:

Shareholders are invited to submit written questions prior to the Annual Meeting. Questions can be submitted
online by going to https://investorcentre.linkmarketservices.co.nz/voting/POT and completing the online validation
process. Alternatively, shareholders can complete the question section on the Proxy Form and return to Link Market
Services. Questions will need to be submitted before Wednesday 23 October 2019. The Board will address and
answer questions at the Annual Meeting.

By order of the Board

Steve Gray
COMPANY SECRETARY





NOTE:

The resolutions required for agenda item numbers 1 to 3 are ordinary resolutions. An ordinary resolution requires at
least 50% of the votes of shareholders entitled to vote and voting on the resolution to be cast in favour of the resolution.

Resolution item number 4 is proposed as a special resolution and to be passed, requires approval by a majority of 75%
of votes of shareholders who are entitled to vote on the resolution and exercise their right to vote.


INVITATION:

At the conclusion of the Annual Meeting, afternoon tea will be served. We invite all shareholders to participate in a Port
tour at the conclusion. Transport will be provided outside of the function room.

Due to new security regulations, anyone wishing to partake in the port tour must
provide photo identification (eg drivers licence or passport).

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PROXIES: A shareholder entitled to attend and vote, may appoint a proxy or, in the case of a corporate shareholder,
a representative, to attend and vote on his/her behalf. The proxy or representative you appoint need not necessarily
be a shareholder of the Company. A form of appointment is enclosed. Address for proxies: Link Market Services
Limited, PO Box 91976, Victoria Street West, Auckland 1142, New Zealand. A proxy and the power of attorney or
other authority, if any, under which it is signed, or a copy of that power or authority certified by a Notary Public, must
be deposited or mailed to be received at the address specified above not later than 1.00pm on Wednesday 23
October 2019.
Shareholders are also able to vote electronically as per the attached “Voting Instructions for Shareholders”.


EXPLANATORY NOTES

1 Re-election of Directors

Under the new NZX Listing Rule 2.7.1, a Director must not hold office past the later of three years and the third
annual meeting after their appointment without being re-elected by shareholders. The Directors to retire, being
Kimmitt Rowland Ellis and Alastair Roderick Lawrence, are required to retire from office at the Annual Meeting.
Both of these Directors are eligible and are therefore offering themselves for re-election at the Annual Meeting
with the unanimous support of the Board.

The Board has determined that both Directors are considered independent as defined in the NZX Listing Rules.
Details of the two Directors are available on our website: http://www.port-tauranga.co.nz/about-port-of-
tauranga/board-directors

2 Increase in Directors’ Remuneration

The resolution proposes an increase in the total pool of Directors’ fees by $30,000 (4%) from $750,000 to
$780,000 per annum. The last Directors’ fee increase was in 2017 as no fees increase was sought in 2018.
The proposed 4% increase is in line with inflation over the last two years and is also aligned with the increase
applied to Executives’ remuneration over the same period.

3 Special Resolution – Constitution

To comply with the new NZX Listing Rules, the Company needs to amend its Constitution. A copy of Port of
Tauranga Limited’s existing Constitution and a marked-up copy tracking all proposed changes to the existing
Constitution can be viewed on Port of Tauranga Limited’s website at: http://www.port-tauranga.co.nz/about-
port-of-tauranga/corporate-governance

The key proposed amendments, all of which reflect changes in the new NZX Listing Rules, are as follows:

- Director rotation – clause 27.1: the new Listing Rules now provide that a Director must not hold office
(without re-election) past the third annual meeting following that Directors’ appointment or three years,
whichever is the longer.

- Managing Director clauses 42 and 43 removed: these clauses have been deleted as they concern the
concept of a “Managing Director” which has been removed from the new Listing Rules.

- Voting by poll: under the new NZX Listing Rules, voting must be conducted by poll.

Voting Restrictions: Resolution 2

In accordance with the voting restrictions in the Listing Rules and the Company’s Constitution, no vote may be cast by
the Directors or any of their respective associated persons (as defined in the Listing Rules) in favour of Resolution 2. A
Director, or an associated person of a Director, who has been appointed as proxy or representative for another
shareholder who is not disqualified from voting in favour of Resolution 2 may exercise that vote only in accordance with
the express instructions of that shareholder given in the proxy form. A Director, or an associated person of a Director,
may not exercise any discretionary proxy votes in favour of Resolution 2.

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PORT OF TAURANGA LIMITED’S ANNUAL MEETING
FRIDAY 25 OCTOBER 2019

Voting Instructions for Shareholders


Shareholders can vote in the following ways:

1 Attend the meeting in person – bring your Proxy Form to the meeting as the barcode is required to assist with
your registration. Shareholders who wish to vote using their mobile phone during the meeting can download the
LinkVote App from the Apple App Store or Google Play Store. The LinkVote App is available for download prior to
the Meeting.

2 Attend the meeting online - Shareholders can attend the Meeting virtually via the online platform at
www.virtualmeeting.co.nz/pot19. You will require your CSN/Holder Number for verification purposes. More
information regarding online attendance at the Meeting (including how to vote and ask questions during the
Meeting) is available in the Virtual Annual Meeting Online Portal Guide, which is available at
www.linkissuers.co.nz/virtualmeeting.

3 Appoint a person as your proxy – complete the Proxy Form including how you wish them to vote and mail back
to our registry, Link Market Services Limited (Link) before 1.00pm Wednesday 23 October 2019. Your appointed
proxy will receive the voting paper upon registration at the meeting.

4 Electronic proxy appointments – To appoint your proxy electronically you need go to the website of our registry,
https://investorcentre.linkmarketservices.co.nz/voting/POT and follow the prompts to complete your proxy
appointment. You will be required to enter your CSN/Holder Number and Authorisation Code (FIN). Electronic
voting will close at 1.00pm on Wednesday 23 October 2019.


Each method of voting and the way to use the form enclosed with this Notice of Meeting are explained in detail
below. Please read this section carefully. Choose only one voting option.

Full details on how to return your Proxy Form/s to the registry is available at the end of this section.


1 IF YOU WISH TO ATTEND AND VOTE DURING THE ANNUAL MEETING:

Attendance in person
If you wish to attend the meeting, you must register at the registration desk prior to entering the meeting.
The registration and poll will be managed by our registry, Link.

Please bring your Proxy Form with you to the meeting to present at the registration desk as the barcode on
your form is required to assist with your registration.

Upon registration you will receive a separate voting card to complete and mark the way you wish to vote at the time
that each poll is put to the meeting by the Chairperson. Once the voting is completed, Link will collect your voting
cards from you. Shareholders who wish to vote using their mobile phone during the meeting can download the
LinkVote App from the Apple App Store or Google Play Store. The LinkVote App is available for download prior to
the Meeting.

Attendance online
If you wish to attend the meeting online, please go to www.virtualmeeting.co.nz/pot19. You will require your
CSN/Holder Number for verification purposes. More information regarding online attendance at the Meeting
(including how to vote and ask questions during the Meeting) is available in the Virtual Annual Meeting Online Portal
Guide, which is available at www.linkissuers.co.nz/virtualmeeting.

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2 IF YOU WISH TO APPOINT A PROXY TO ATTEND THE ANNUAL MEETING AND VOTE ON YOUR BEHALF:

(a) Appointing a Proxy by Mail

If you wish to appoint another person as your proxy, you will need to complete your enclosed Proxy Form.

Please read the information on your Proxy Form carefully. Insert the name of the person you wish to appoint
in the area provided. Complete the voting boxes by indicating on the Proxy Form how you wish the proxy to
vote.

If you return the Proxy Form without indicating how you wish to vote, your proxy will vote as s/he sees fit or
abstain from voting.

Please advise your proxy that s/he must register at the registration desk prior to entering the meeting room
to obtain the necessary voting papers to vote on your behalf.

The Proxy/Representative Form must be completed, signed and received by Link, no later than 1.00pm
Wednesday 23 October 2019.

(b) Appointing a Proxy Electronically

You can appoint your proxy electronically. To appoint your proxy electronically you need to go to the website
of our registry, https://investorcentre.linkmarketservices.co.nz/voting/POT and follow the prompts. You will
be required to enter your CSN/Holder Number and Authorisation Code (FIN).

You will be required to select or enter the name of the person who you wish to nominate as your proxy in the
required field and specify how you wish your proxy to vote on your behalf.

Please advise your proxy that s/he must register at the registration desk prior to entering the meeting room
to obtain the necessary voting papers to vote on your behalf.

Electronic proxy appointments and voting will close at 1.00pm on Wednesday 23 October 2019.


YOU CAN RETURN YOUR PROXY FORM TO OUR REGISTRY, LINK, IN ONE OF THE FOLLOWING WAYS:
▪ mail it to Link in the reply-paid envelope provided, or
▪ address it to Link Market Services Limited, PO Box 91976, Victoria Street West, Auckland 1142, New Zealand, or
▪ deliver it to Link Market Services Limited, Level 11, Deloitte Centre, 80 Queen Street, Auckland, or
▪ fax it to +64 9 375 5990, or
▪ scan and email it to meetings@linkmarketservices.co.nz (please put the words “POT Proxy Form” in the subject
line for easy identification), or
▪ vote online as per the instructions in the section above.

The Proxy Form must be received by Link no later than 1.00pm Wednesday 23 October 2019, which is 48 hours prior
to the meeting, to be valid.

If you have any questions regarding the voting, please contact the Link helpline on (phone) 09 375 5998.




PLEASE NOTE THAT ALL SHAREHOLDERS / PROXY HOLDERS / VISITORS OR ANY
OTHER PERSON(S) WHO WISH TO ATTEND PORT OF TAURANGA LIMITED’S ANNUAL
MEETING, MUST REGISTER AT THE REGISTRATION DESK PRIOR TO ENTERING THE
MEETING ROOM.

PLEASE CHOOSE ONLY ONE VOTING OPTION.

---

LODGE YOUR PROXY
Online:
https://investorcentre.linkmarketservices.co.nz/voting/POT
Scan & email: Mail:
meetings@linkmarketservices.co.nz Use the enclosed reply paid
Fax: +64 9 375 5990 envelope or address to:
Deliver: Link Market Services Limited
Link Market Services Limited PO Box 91976
Level 11, Deloitte Centre, Victoria Street West
80 Queen Street, Auckland 1010 Auckland 1142
Scan this QR code with your smartphone and vote online


General Enquiries
+64 9 375 5998 | enquires@linkmarketservices.co.nz

PROXY FORM/ADMISSION CARD FOR PORT OF TAURANGA LIMITED’S 2019 ANNUAL MEETING
The 2019 Annual Meeting of shareholders of Port of Tauranga Limited will be held at Trustpower Baypark, 81 Truman Lane, Mount Maunganui, on Friday
25 October 2019, commencing at 1.00pm.

Shareholders are also able to attend the Annual Meeting online via the Link Market Services Virtual Annual Meeting platform at
www.virtualmeeting.co.nz/pot19. If you will be attending online, you will require your CSN/Holder Number for verification purposes.
If you will not attend the Meeting but wish to be represented by proxy, please complete and return this form (in accordance with the lodgement instructions
above) to Port of Tauranga’s share registry, Link Market Services Limited, by no later than 1.00pm, Wednesday 23 October 2019. You can also appoint
your proxy and vote on the resolutions on the reverse of this form online by going to https://investorcentre.linkmarketservices.co.nz/voting/POT or by
scanning the QR code above with your smartphone.

Appointment of proxy
The “Chair of the Meeting” is willing to act as proxy for any shareholder who wishes to appoint him/her for that purpose. If you wish, you may appoint the
“Chair of the Meeting” as your proxy. To do so, please write “Chair of the Meeting” in the section marked “full name of proxy”. The Chair will vote according
to your instructions. If the Chair is not instructed how to vote, he will vote as he thinks fit or abstain from voting. If you do not appoint a proxy your Proxy
Form will be invalid. A shareholder entitled to attend and vote is entitled to appoint a proxy or, in the case of a corporate shareholder, a representative to
attend and vote instead of him/her and that proxy or representative need not also be a shareholder.

Voting of your holding
Direct your proxy how to vote by making the appropriate election, either online or on this Proxy Form, in respect of each item of business. If you return
this form without directing the proxy how to vote on any particular matter, the proxy may vote as he/she thinks fit or abstain from voting. In accordance
with the voting restrictions in the Listing Rules and the Company’s Constitution, no vote may be cast by the Directors or any of their respective associated
persons (as defined in the Listing Rules) in favour of Resolution 2. A Director, or an associated person of a Director, who has been appointed as proxy
or representative for another shareholder who is not disqualified from voting in favour of Resolution 2 may exercise that vote only in accordance with the
express instructions of that shareholder given in the proxy form. A Director, or an associated person of a Director, may not exercise any discretionary
proxy votes in favour of Resolution 2.

Attending the meeting
If you wish to vote in person, you should attend the Meeting. Please bring this form with you to the Meeting to assist with your registration. A
corporation may appoint a person to attend and vote at the Meeting as its representative in the same manner as that in which it could appoint a proxy.
That person need not also be a shareholder. If you wish to vote using your mobile phone, please download the LinkVote App prior to the meeting on the
Apple App Store or Google Play Store. Shareholders who prefer to vote using a voting card will still be able to do so. Shareholders are also able to attend
the Annual Meeting online at www.virtualmeeting.co.nz/pot19. If you will be attending online, you will require your CSN/Holder Number for verification
purposes.
 More information regarding virtual attendance at the Meeting (including how to vote and ask questions virtually during the Meeting) is available
in the Virtual Annual Meeting Online Portal Guide, which is available at www.linkissuers.co.nz/virtualmeeting.

Signing instructions for proxy forms
Individual
Where the holding is in one name, this Proxy Form must be signed by the shareholder or his/her/its attorney duly authorised in writing.
Joint Holding
Where the holding is in more than one name, this Proxy Form must be signed by each of the joint shareholders (or their duly authorised attorney).
Power of Attorney
This Proxy Form and the power of attorney or other authority, if any, under which it is signed, or a copy of that power or authority certified by a Notary
Public must be deposited or mailed to be received at the office of Link Market Services Limited, in any manner as per the instructions above, not later
than 1.00pm on Wednesday 23 October 2019.
Corporate Shareholder
In the case of a corporate shareholder, this Proxy Form must be signed by a director or a duly authorised officer acting under the express or implied
authority of the shareholder, or an attorney duly authorised by the shareholder.

PROXY/CORPORATE REPRESENTATIVE FORM
STEP 1: APPOINT A PROXY TO VOTE ON YOUR BEHALF
I/We being a shareholder(s) of Port of Tauranga Limited
appoint __________________________________________of _________________________________________________
 (full name of proxy) (email address)
or failing that person
 __________________________________________of _________________________________________________

(full name of proxy) (email address)
as my/our proxy to vote for me/us on my/our behalf at the Annual Meeting of the Company to be held on Friday 25 October 2019, at 1.00pm and
at any adjournment of that meeting.
STEP 2: ITEMS OF BUSINESS – PROXY VOTING INSTRUCTIONS
Complete this part if you have appointed a proxy above and you want to direct the proxy as to how the proxy should vote.
Please note: For each resolution you must tick one box. If you mark the abstain box for an item, you are directing your proxy not to vote on your behalf
on a show of hands or a poll and your votes will not be counted computing the required majority, for that item.
ORDINARY BUSINESS
To consider and, if thought fit, pass the following ordinary resolutions:

Tick () in box to vote

ForAgainst AbstainDiscretion
1 Re-election of Directors


(a) That Mr Kimmitt Rowland Ellis be re-elected as a Director.
   

(b) That Mr Alastair Roderick Lawrence be re-elected as a Director.
   
2 Increase in Directors’ Remuneration
That the Directors’ fees pool be increased by $30,000, from $750,000 to $780,000
per annum, with the aggregate amount payable to all Directors of the Company
for their services as Directors of the Company, to be divided amongst the Directors
as the Board may determine.
   
3 Auditors
To authorise the Directors to fix the remuneration of the Auditors for the ensuing
year.
   
4 Special Resolution – Constitution
The shareholders resolve as a special resolution, that the Company’s existing
Constitution be revoked and the revised Constitution (in the manner described in
the Explanatory Notes) be adopted as the Company’s new Constitution.
   
and to vote on any resolutions to amend any of the resolutions, on any resolution so amended, and on any other resolution proposed at the meeting (or
any adjournment thereof). Unless otherwise instructed as above, the proxy will vote to abstain from voting on each such resolution. The proxy is appointed
only in respect of the above meeting or any adjournment thereof.

STEP 3: SHAREHOLDER QUESTIONS
Shareholders present at the Annual Meeting (either in person or via the Virtual Annual Meeting) will have the opportunity to ask questions during the
meeting. If you cannot attend the Annual Meeting but would like to ask a question, you can submit a question online by going to
https://investorcentre.linkmarketservices.co.nz/voting/POT and completing the online validation process or complete the question section below and return
to Link Market Services. Questions will need to be submitted by 1.00pm on Wednesday 23 October 2019. The Board will address and answer questions
at the Annual Meeting.







SIGN: SIGNATURE OF SECURITY HOLDER(S) This section must be completed
Security Holder 1 Security Holder 2 Security Holder 3

or duly authorised officer or attorney or duly authorised officer or attorney or duly authorised officer or attorney
Contact Name ___________________________________________ Contact Daytime Telephone _______________________ Date ______________
Electronic Investor Communications: If you received the Notice of Meeting and Proxy Form by mail and wish to receive your future investor
communications by email please provide your email address below.
Question: