2020 Notice of Annual Shareholders 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 WAR MEMORIAL CENTRE,
48 MARINE PARADE, NAPIER
AT 10.30AM ON FRIDAY, 18 DECEMBER 2020.

LOCATION
& KEY DATES
In light of current health and safety concerns,
the Annual Shareholders Meeting of the Company will
be conducted as a hybrid meeting. Shareholders who are
not physically present will be able to participate virtually
via the Link Market Services online meeting portal at:
www.virtualmeeting.co.nz/nph20
The Company’s Board and Management look forward
to seeing you at the Annual Shareholders Meeting.
MARINE PARADE
BREAKWATER ROAD
COOTE ROAD
TENNYSON STREET
NAPIER PORT
BLUFF HILL
NAPIER
AHURIRI
KEY DATES:
VOTING ELIGIBILITY FOR THE
ANNUAL SHAREHOLDERS MEETING:
Wednesday, 16 December 2020, 5.00pm.
LATEST TIME FOR RECEIPT OF POSTAL VOTES
AND PROXY FORMS:
Wednesday, 16 December 2020, 10.30am.
ANNUAL SHAREHOLDERS MEETING:
Friday, 18 December 2020, 10.30am.
Friday, 18 December 2020
commencing at 10.30am
www.virtualmeeting.co.nz/nph20
Napier War Memorial Centre,
48 Marine Parade, Napier
NAPIER
WAR
MEMORIAL
CENTRE
NAPIER PORT – TE HERENGA WAKA O AHURIRINOTICE OF ANNUAL SHAREHOLDERS MEETING 2020 / 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 2020
as contained in the Company’s 2020 Annual Report.
D. ORDINARY RESOLUTIONS
Shareholders will be asked to consider and, if thought
appropriate, to pass the following resolutions:
1. RE-ELECTION OF DIANA PUKETAPU
AS DIRECTOR:
Diana Puketapu retires in accordance with the provisions
of the Company’s Constitution and, being eligible,
offers herself for re-election. For further details, see
Explanatory Note 1.
2. RE-ELECTION OF JOHN HARVEY AS DIRECTOR:
John Harvey retires in accordance with the provisions
of the Company’s Constitution 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
NAPIER PORT – TE HERENGA WAKA O AHURIRINOTICE OF ANNUAL SHAREHOLDERS MEETING 2020 / 3

PROCEDURAL NOTES
PERSONS ENTITLED TO ATTEND
The persons who are entitled to attend 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 16 December 2020 (New Zealand time),
and invited persons.
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
16 December 2020 (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,
or email to meetings@linkmarketservices.com, no later
than 10.30am on Wednesday, 16 December 2020.
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.
VIRTUAL ANNUAL
SHAREHOLDERS MEETING
Shareholders will be able to attend the Annual
Shareholders Meeting in person, or, alternatively, will be
able to attend and participate at the Annual Shareholders
Meeting virtually via an online platform provided by the
Company’s share registrar, Link Market Services at
http://www.virtualmeeting.co.nz/nph20. Shareholders
attending and participating in the Meeting virtually via
the online platform will be able to vote and ask questions
during the Meeting. 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 https://bcast.linkinvestorservices.co.nz/
generic/docs/OnlinePortalGuide.pdf.
NAPIER PORT – TE HERENGA WAKA O AHURIRINOTICE OF ANNUAL SHAREHOLDERS MEETING 2020 / 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 following the director’s appointment or three years,
whichever is longer. Diana Puketapu and John Harvey retire
by rotation at the Annual Shareholders Meeting and are
eligible for re-election at the Meeting.
A BRIEF BIOGRAPHICAL NOTE ON BOTH DIRECTORS
IS INCLUDED BELOW.
DIANA PUKETAPU
Diana Puketapu joined the Napier Port Holdings Limited
Board in December 2017, and has a background in
commercial, iwi and sports governance. Diana is a director
of Ngāti Porou Holding Company, Tāmaki Redevelopment
Company, Manawanui Support Limited, New Zealand
Olympic Committee, and New Zealand Cricket. She
has previously served as a director of Auckland Council
Investments Limited and the World Masters Games 2017,
and was formerly the Chief Financial Officer of Ngāti
Whātua Ōrākei Corporate. Diana is a Fellow Chartered
Accountant and a Chartered Member of the Institute
of Directors.
JOHN HARVEY
John Harvey joined the Napier Port Holdings Limited
Board in February 2019. John has a background in
financial services, including NZX listings, acquisitions,
mergers and financial reporting, with over 35 years’
professional experience as a Chartered Accountant.
He was a Partner at PricewaterhouseCoopers for
23 years, including eight years as Auckland Managing
Partner. John retired from PwC in 2009 to pursue a career
as a non-executive director. He is a Chartered Fellow
of the Institute of Directors and is a Fellow Chartered
Accountant. John is currently a director of Heartland Bank,
Investore Property, Stride Property Group and Kathmandu
Holdings. He previously served on the Board of
Port Otago for nine years, and has been a director
of Ballance Agri-Nutrients and APN News and Media.
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.
NAPIER PORT – TE HERENGA WAKA O AHURIRINOTICE OF ANNUAL SHAREHOLDERS MEETING 2020 / 5

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LODGE YOUR PROXY
Online:
https://investorcentre.linkmarketservices.co.nz/voting/NPH
Scan & email:
meetings@linkmarketservices.com Mail:
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 2020 ANNUAL MEETING
Notice is hereby given that the Annual Shareholders Meeting of Napier Port Holdings Limited (the Company) will be held at Napier War Memorial Centre,
48 Marine Parade, Napier and online via the Link Market Services online meeting portal at www.virtualmeeting.co.nz/nph20 on Friday, 18 December
2020, commencing at 10:30am.

In light of current health and safety concerns, the Annual Meeting of the Shareholders of the Company will be conducted as a hybrid meeting. Shareholders
who are not physically present will be able to participate virtually through the online portal. If you will be attending online, you will require your Holder
Number for verification purposes.

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 16 December 2020.

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 Shareholders Meeting of the Company to be held on Friday 18 December 2020 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

For Against Abstain Discretion
1.
Re-election of Diana Puketapu as Director.
   
2. Re-election of John Harvey as Director.

   
3.
To authorise Directors to fix the Auditor’s remuneration for the ensuing year.
   

STEP 3: SHAREHOLDER QUESTIONS
Shareholders present at the Annual Meeting, physically or via the virtual meeting platform at www.virtualmeeting.co.nz/nph20 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/NPH 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 10:30am on Wednesday, 16 December 2020. The Board will address and
answer questions at the Annual Meeting.









STEP 4: SIGN: SIGNATURE OF SHAREHOLDER(S) This section must be completed
Shareholder 1 Shareholder 2 Shareholder 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: