2019 Notice of Annual Meeting and Proxy Form

NOTICE OF ANNUAL
SHAREHOLDERS
MEETING
Notice is hereby given that the Annual Shareholders Meeting of
Napier Port Holdings Limited (the ‘Company’) will be held at:
NAPIER CONFERENCE CENTRE,
48 MARINE PARADE, NAPIER
AT 10.30AM ON FRIDAY, 20 DECEMBER 2019.
The Company’s Board and management look forward
to seeing you at the Annual Shareholders Meeting.

LOCATION
& KEY DATES
The Annual Shareholders Meeting of Napier Port Holdings
Limited (the ‘Company’) will be held at:
MARINE PARADE
BREAKWATER ROAD
COOTE ROAD
TENNYSON STREET
NAPIER PORT
BLUFF HILL
NAPIER
AHURIRI
KEY DATES:
VOTING ELIGIBILITY FOR THE
ANNUAL SHAREHOLDERS MEETING:
Wednesday, 18 December 2019, 5.00pm.
LATEST TIME FOR RECEIPT OF POSTAL VOTES
AND PROXY FORMS:
Wednesday, 18 December 2019, 10.30am.
ANNUAL SHAREHOLDERS MEETING:
Friday, 20 December 2019, 10.30am.
Friday, 20 December 2019
commencing at 10.30am
Napier Conference Centre,
48 Marine Parade, Napier
NAPIER
CONFERENCE
CENTRE
2 / NAPIER PORT – TE HERENGA WAKA O AHURIRINOTICE OF ANNUAL GENERAL MEETING 2019 / 2

BUSINESS
AND AGENDA
OF THE MEETING
A. CHAIRMAN’S ADDRESS
B. CHIEF EXECUTIVE’S ADDRESS
C. FINANCIAL REPORTS
AND STATEMENTS
To receive and consider the Consolidated Financial
Statements of Napier Port Holdings Limited and
subsidiaries, Reports of the Directors and of the Auditor
for the year ended 30 September 2019 as contained
in the Company’s 2019 Annual Report.
D. ORDINARY RESOLUTIONS
Shareholders will be asked to consider and, if thought
appropriate, to pass the following resolutions:
1. RE-ELECTION OF ALASDAIR MACLEOD
AS DIRECTOR:
Alasdair MacLeod retires in accordance with the
provisions of the constitution of the Company and, being
eligible, offers himself for re-election. For further details,
see Explanatory Note 1.
2. RE-ELECTION OF STEPHEN MOIR AS DIRECTOR:
Stephen Moir retires in accordance with the provisions of
the constitution of the Company and, being eligible, offers
himself for re-election. For further details, see Explanatory
Note 1.
3. AUDITORS:
To authorise Directors to fix the Auditor's remuneration for
the ensuing year. For further details, see Explanatory Note 2.
Resolutions 1, 2 and 3 are considered ordinary resolutions
and, to be passed, require the approval of more than
50% of the votes of those shareholders entitled to vote
and voting on the resolution, pursuant to section 105(2)
of the Companies Act 1993. For further information
on the resolutions, please see the Explanatory Notes.
E. GENERAL BUSINESS
AND SHAREHOLDERS’ QUESTIONS
Consideration of any Shareholder questions raised during
the meeting.
Following the formal part of the meeting, the Directors
invite Shareholders to join them for light refreshments.
On behalf of the Napier Port Holdings Limited Board,
ALASDAIR MACLEOD
Chairman
3 / NAPIER PORT – TE HERENGA WAKA O AHURIRINOTICE OF ANNUAL GENERAL MEETING 2019 / 3

PROCEDURAL NOTES
PERSONS ENTITLED TO VOTE
The persons who will be entitled to vote at the meeting
are those persons (or their proxies or representatives)
registered as holding Ordinary Shares on Napier Port
Holdings Limited’s share register at 5.00pm, Wednesday
18 December 2019 (New Zealand time). Voting will be
by way of a poll.
There are no restrictions on any shareholder or group
of shareholders to prevent them from exercising their vote
on any of the resolutions being considered at the meeting.
If you wish to vote in person, you should attend the
Annual Shareholders Meeting where you will be issued
with a voting card. Please bring your proxy form with you
to the meeting to assist with your registration.
PROXIES AND CORPORATE
REPRESENTATIVES
All shareholders are entitled to attend and vote at the
Annual Shareholders Meeting or to appoint a proxy
or representative (in case of a corporate shareholder),
to attend and vote on their behalf. The appointment of
a proxy or representative does not preclude a shareholder
from attending and voting at the Annual Shareholders
Meeting in place of the proxy or representative.
A proxy need not be a shareholder of the Company.
You may, if you wish, appoint ‘The Chair of the Annual
Shareholders Meeting’ as your proxy by filling in the proxy
form to that effect.
A proxy can be appointed online at:
https://investorcentre.linkmarketservices.co.nz/voting/NPH
Shareholders will require their CSN/Holder Number
and Authorisation Code (FIN)
Alternatively, please use the proxy form, with which you
can appoint a proxy, that accompanies the Notice of
Meeting. The Chair will vote according to your instructions.
If the Chair is not instructed how to vote, he will vote
in favour of all resolutions.
If, in appointing your proxy, you do not name a person
to be your proxy, or your named proxy does not attend
the Annual Shareholders Meeting , the Chair
of the Meeting will be your proxy and may only vote
in accordance with your express direction.
RETURN OF PROXY FORMS
Proxy forms must be received at the office of the
Company’s share registrar, Link Market Services Limited,
either by post to PO Box 91976, Victoria Street West,
Auckland 1142, by email to: meetings@linkmarketservices.
co.nz, or by fax to 09 375 5990, no later than 10.30am
on Wednesday, 18 December 2019.
Results of the voting will be posted on the Company’s
website following the conclusion of the Annual
Shareholders Meeting and finalisation of the voting results.
The Company’s external auditor, Ernst & Young, will be
available at our Annual Shareholders Meeting to answer
questions from Shareholders relevant to the external audit.
4 / NAPIER PORT – TE HERENGA WAKA O AHURIRINOTICE OF ANNUAL GENERAL MEETING 2019 / 4

EXPLANATORY NOTES
1. RESOLUTION 1&2:
RE-ELECTION OF DIRECTORS
Under NZX Listing Rules, and in accordance with the
Company’s Constitution, all directors must not hold office
without re-election past the third Annual Shareholders
Meeting of shareholders following the director’s
appointment or three years, whichever is longer. Six of the
seven current directors of the Company were appointed
on incorporation on 12 June 2019. The seventh director
was appointed on 27 June 2019. As such, no director is
required to retire pursuant to the NZX Listing Rules this
year. However, the board of Napier Port Holdings Limited
has decided that each of Alasdair MacLeod and Stephen
Moir will retire by rotation and each offer themselves for
re-election at the 2019 Annual Shareholders Meeting
in order to stagger the director retirements by rotation
under the NZX Listing Rules in the future. If this is not done,
all seven directors of the Company may be required to retire
during the same year.
A BRIEF BIOGRAPHICAL NOTE ON BOTH DIRECTORS
IS INCLUDED BELOW.
ALASDAIR MACLEOD
Chair of the Board and Independent Director, Alasdair
MacLeod, retires by rotation pursuant to NZX Listing Rule
2.7.1 and offers himself for re-election. The Board has
determined that Alasdair MacLeod is independent.
Alasdair joined the board of Port of Napier Limited in 2014
and was appointed Chair of the board of Port of Napier
Limited in December 2014. Alasdair is also the Chair of
the board of Napier Port Holdings Limited. Originally a
civil engineer, Alasdair has a broad range of experience
across the energy, infrastructure, technology and primary
sectors. As a Partner at Deloitte for 12 years, Alasdair
led the teams that developed New Zealand’s Aquaculture
Strategy, Horticulture Strategy and Red Meat Sector
Strategy. Alasdair is chair of technology businesses
Optimal Workshop Limited and SilverStripe Limited,
and the independent member of the Board Appointments
Committee for IHC New Zealand. Alasdair is Chair
of the Hawke’s Bay chapter of ExportNZ (a division
of BusinessNZ) and was involved in authoring the
Hawke’s Bay Regional Economic Strategy – Matariki.
STEPHEN MOIR
Non-executive, Independent Director, Stephen Moir,
retires by rotation pursuant to NZX Listing Rule 2.7.1
and offers himself for re-election. The Board has
determined that Stephen Moir is independent.
Stephen was appointed as a director of Port of Napier
Limited on 19 December 2016 and chairs the Audit and
Risk Committee of Napier Port Holdings Limited. Stephen
brings an extensive background in institutional banking
and financial markets, having held senior roles at Westpac
Institutional Bank, Credit Suisse (Singapore) and Citibank
(Singapore, Thailand and Australia). Stephen is a director
of The Guardians of the New Zealand Superannuation
Fund and a director of the Todd Family Office. He was
previously a non-executive director on the BNZ board,
and chaired both BNZ Life Insurance Limited and BNZ
Insurance Services Limited, as well as the advisory board
to the Victoria University Chair of Business in Asia.
Stephen was previously a member of the NZ Markets
Disciplinary Tribunal.
All directors standing for re-election do so with the
support of the Board.
2. RESOLUTION 3:
AUDITORS
In accordance with section 70 of the Local Government
Act 2002, Napier Port Holdings Limited is a public entity
as defined in section 4 of the Public Audit Act 2001 and,
in accordance with that Act, the Auditor-General is the
auditor. The Auditor General has appointed Ernst & Young
to undertake this audit on its behalf.
The proposed resolution authorises the Board of Directors
to fix the remuneration of the auditors for the ensuing year.
5 / NAPIER PORT – TE HERENGA WAKA O AHURIRINOTICE OF ANNUAL GENERAL MEETING 2019 / 5

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

General Enquiries
+64 9 375 5998 | enquiries@linkmarketservices.com

PROXY FORM/ADMISSION CARD FOR NAPIER PORT HOLDINGS LIMITED 2019 ANNUAL MEETING
Notice is hereby given that the Annual Meeting of Shareholders of Napier Port Holdings Limited (the Company) will be held at Napier Conference Centre,
48 Marine Parade, Napier on Friday, 20 December 2019, commencing at 10:30am. If you will attend the Meeting, please bring this form to assist with
your registration. 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 Napier Port Holdings Limited’s share registry, Link Market Services, by no later than 10:30am, Wednesday 18 December
2019.

Appointment of proxy

All shareholders are entitled to attend and vote at the meeting or to appoint a proxy and vote in their place, unless specifically excluded, 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. If you wish,
you may appoint “The Chair of the Meeting” as your proxy or as alternative to your named proxy. The Chair of the Meeting intends to vote all discretionary
proxies in favour of the relevant resolution.

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 resolution. 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. If you make more than one
election in respect of a resolution your vote will be invalid on that resolution. If this Proxy Form is returned duly signed by a Shareholder with voting
instructions included, but without specifying a person that is appointed as proxy, the Chairperson is deemed to be the proxy for the purpose of that form,
but only to vote to the extent of the voting instructions provided.

Attending the meeting

If you wish to vote in person, you should attend the Meeting. Please bring this Proxy Form/Admission Card with you to the Meeting to assist with
your registration.
A corporation which is a Shareholder may appoint a representative to attend the Meeting on its behalf in the same manner as it could appoint a proxy. A
proxy does not need to be a shareholder of the Company.


Signing instructions for proxy forms

Individual
This Proxy Form must be signed by the shareholder or his/her/its attorney duly authorised in writing.

Joint Holding
In the case of a joint shareholding, this Proxy Form may be signed by either, or on behalf of, the joint shareholder (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 Solicitor,
Justice of the Peace or Notary Public must be received at the office of Link Market Services Limited, in any manner as per the instructions below

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.


Go online to https://investorcentre.linkmarketservices.co.nz/voting/NPH to appoint your proxy

PROXY/CORPORATE REPRESENTATIVE FORM
STEP 1: APPOINT A PROXY TO VOTE ON YOUR BEHALF
I/We being a shareholder(s) of Napier Port Holdings Limited hereby appoint:

________________________________________________________of ______________________________________________________
(full name of proxy) (full address)

Or

________________________________________________________of ______________________________________________________
(full name of proxy) (full 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 20 December 2019 and at any adjournment
of that meeting 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 on each resolution as he/she sees fit, or may abstain
from voting. The proxy is appointed only in respect of the above meeting or any adjournment thereof.

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.

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

Tick () in box to vote
ORDINARY RESOLUTIONS
For Against Abstain Discretion
1.
Re-election of Alasdair MacLeod as Director.
   
2. Re-election of Stephen Moir as Director.

   
3.
To authorise Directors to fix the Auditors remuneration for the ensuing year.
   
STEP 3: 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.