POT Notice of Annual Meeting 29 October 2021

NOTICE OF 2021 ANNUAL MEETING
Notice is given that the Annual Meeting of shareholders of Port of Tauranga Limited will be held on Friday 29
October 2021 commencing at 1.00pm.
COVID-19 IMPLICATIONS
Due to the current uncertainties relating to public health restrictions associated with Covid-19, the Company may elect
to hold this Annual Meeting as an online meeting only, depending on the Covid-19 Alert Levels in place on the day of
the meeting. The Company will provide shareholders with as much notice as is reasonably practical, by way of an
announcement to New Zealand Stock Exchange, if the physical meeting is not to proceed.
In the instance where a physical meeting takes place, it will be held at Trustpower Baypark, 81 Truman Lane, Mount
Maunganui.Shareholders will also be able to attend the meeting online, vote and ask questions at
www.virtualmeeting.co.nz/pot21.
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 2021, including the audit
report and financial statements.
ORDINARY RESOLUTIONS
To consider and if thought fit, to pass the following ordinary resolutions:
1Re-election of Directors
The Directors advise that:
Ms Julia Cecile Hoare, Ms Alison Moira Andrew and Sir Robert Arnold McLeod KNZM 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 Ms Julia Cecile Hoare;
(b) re-elect Ms Alison Moira Andrew; and
(c) re-elect Sir Robert Arnold McLeod KNZM
as Directors of the Company, in each case by separate ordinary resolution of the shareholders (refer to
Explanatory Note 1).
2Directors’ Remuneration
That the Directors’ fees pool be increased by $100,000, from $780,000 to $880,000 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).
3Auditors
To record the reappointment of the Auditor-General as Auditor 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.

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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 27 October 2021. The Board will address and
answer questions at the Annual Meeting.
By order of the Board
Simon Kebbell
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.
Voting will be conducted by poll, in accordance with NZX Listing Rule 6.1.1.
Except for the restrictions set out at 2 - Directors’ Remuneration in the Explanatory Notes, there are no voting restrictions
on any shareholders to prevent them from exercising their vote on any resolutions being considered at the Annual
Meeting.
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 27
October 2021.
Shareholders are also able to vote electronically as per theattached “Voting Instructions for Shareholders”.
EXPLANATORY NOTES
1Re-election of Directors
Under the 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
Ms Julia Cecile Hoare, Ms Alison Moira Andrew and Sir Robert Arnold McLeod KNZM, are required to retire
from office at the Annual Meeting. All three 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 Ms Julia Cecile Hoare and Ms Alison Moira Andrew are considered
independent as defined in the NZX Listing Rules.
Details of the three Directors are available on our website:http://www.port-tauranga.co.nz/about-port-of-
tauranga/board-directors/.
2Directors’ Remuneration
In accordance with the NZX Listing Rules 2.11.1 and 2.11.2, the Company is seeking the approval of
shareholders to increase the authorised monetary sum per annum available for payment of Directors’ fees by
$100,000, in aggregate, to a pool of $880,000 for all the Directors. This represents an increase of 12.8% to the
current pool.

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The Company currently has approval to pay a maximum of $780,000 in aggregate to Directors for their
remuneration as Directors, which is being paid as set out in the table below. The Board last reviewed Directors’
remuneration in 2019. Since then, the regulatory landscape in which Port of Tauranga Limited operates has
continued to change, with increased regulatory risk and obligations resulting in increased demand on Directors’
time and broadening their scope of responsibilities in monitoring and assessing legal and regulatory
compliance.
The Company engaged Ernst & Young Limited (EY) to provide benchmark data, for a comparator group
consisting of New Zealand companies of a similar size or business operations to Port of Tauranga Limited, for
the roles of Chair, Committee Chairs, Committee Members and Directors. The Board reviewed the EY report
and, based on a comparison of the Company’s Directors’ fees to the market data, consider the increases to
the Directors’ remuneration set out in the table below are appropriate to attract and retain high performing
Directors.
A summary of the EY report is available at the Investor Centre athttp://www.port-
tauranga.co.nz/investors/financial-information/.
OfficeCurrent
Remuneration
$
Proposed
Remuneration
$
Amount Of
Increase
$
No. Of Persons
Holding Office
Chair168,480180,00011,5201
Directors88,40092,0003,6006
Audit Committee Chair15,60020,0004,4001
Audit Committee Member7,80011,7503,9503
Remuneration Committee Chair10,40015,0004,6001
Remuneration Committee Member5,2007,6252,4254
Pool available for additional
responsibilities and one-off projects
10,92047,25036,330
$780,000$880,000$100,000
The Company will, as required by the NZX Listing Rules, disregard any votes cast on this resolution by any
Director, and any Associated Person of that Director, (as defined in the NZX Listing Rules) where that Director
is intended to receive a payment or benefit from the approved remuneration pool, except where the vote is
cast by a Director (or one of their Associated Persons) as proxy for a shareholder who is entitled to vote and
that Director (or Associated Person) votes in accordance with express instructions to vote for or against a
particular resolution on the Proxy Form.

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PORT OF TAURANGA LIMITED’S ANNUAL MEETING
FRIDAY 29 OCTOBER 2021
Voting Instructions for Shareholders
Shareholders can vote in the following ways:
1Attend 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.
2Attend the meeting online– shareholders can attend the Meeting virtually via the online platform at
www.virtualmeeting.co.nz/pot21 . 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.
3Appoint 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 27 October 2021. Your appointed
proxy will receive the voting paper upon registration at the meeting.
4Electronic 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 27 October 2021.
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 toattend 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 thebarcode 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 toattend the meeting online,please go towww.virtualmeeting.co.nz/pot21 . 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 atwww.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 27 October 2021.
(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 27 October 2021.
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 30, PwC Tower, 15 Customs Street West, Auckland, or
▪scan and email it tomeetings@linkmarketservices.co.nz (please put the words“POT Proxy Form” in the subject
line for easy identification), or
▪vote onlineas per the instructions in the section above.
The Proxy Form must be received by Link no later than 1.00pm Wednesday 27 October 2021, 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.nzUse the enclosed reply paid
envelope or address to:
Deliver:Link Market Services Limited
Link Market Services LimitedPO Box 91976
Level 30, PwC TowerVictoria Street West
15 Customs Street W est, Auckland 1010Auckland 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 2021 ANNUAL MEETING
The 2021 Annual Meeting of shareholders of Port of Tauranga Limited will be held at Trustpower Baypark, 81 Truman Lane, Mount Maunganui, on Friday
29 October 2021, 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/pot21. 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 27 October 2021. You can also appoint
your proxy and vote on the resolutions on the reverse of this form online by going tohttps://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.
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/pot20. 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 27 October 2021.
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/W e 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 29 October 2021, 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
ForAgainstAbstainDiscretion
1Re-election of Directors
(a) That Ms Julia Cecile Hoare be re-elected as a Director.

(b) That Ms Alison Moira Andrew be re-elected as a Director.

(c) That Sir Robert Arnold McLeod KNZM be re-elected as a Director.

2Directors’ Remuneration
That the Directors’ fees pool be increased by $100,000, from $780,000 to
$880,000 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.

3Auditors
To authorise the Directors to fix the remuneration of the Auditors for the ensuing
year.

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 W ednesday 27 October 2021. 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 2Security 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: