2021 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:
10:30AM ON FRIDAY, 17 DECEMBER 2021

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 2021 as contained
in the Company’s 2021 Annual Report.
D. ORDINARY RESOLUTIONS
Shareholders will be asked to consider and, if thought
appropriate, to pass the following resolutions:
1. RE-ELECTION OF VINCENT TREMAINE
AS DIRECTOR:
Vincent Tremaine 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.
2. RE-ELECTION OF BLAIR O’KEEFFE AS DIRECTOR:
Blair O’Keeffe 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.
On behalf of the Napier Port Holdings Limited Board,
ALASDAIR MACLEOD
Chair
MEETING DETAILS:
In light of current health and safety concerns,
the Annual Shareholders Meeting of the Company will
be conducted as a virtual meeting. Shareholders will be
able to participate virtually via the Link Market Services
online meeting portal at:
www.virtualmeeting.co.nz/nph21
The Company’s Board and Management look forward to
your online attendance at the Annual Shareholders Meeting.
KEY DATES:
VOTING ELIGIBILITY FOR THE
ANNUAL SHAREHOLDERS MEETING:
Wednesday, 15 December 2021, 5.00pm.
LATEST TIME FOR RECEIPT OF POSTAL VOTES
AND PROXY FORMS:
Wednesday, 15 December 2021, 10.30am.
ANNUAL SHAREHOLDERS MEETING:
Friday, 17 December 2021, 10.30am.
Friday, 17 December 2021
commencing at 10.30am
www.virtualmeeting.co.nz/nph21
1717
NAPIER PORT – TE HERENGA WAKA O AHURIRINOTICE OF ANNUAL SHAREHOLDERS MEETING 2021 / 2

PROCEDURAL NOTES
PERSONS ENTITLED TO ATTEND
The persons who are entitled to attend and participate
in the Meeting virtually via the online platform 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 15 December 2021
(New Zealand time).
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
15 December 2021 (New Zealand time). Voting will be by
way of a poll. Please note, if you will be participating online
you will require your shareholder number, found on your
Proxy Form, for verification purposes.
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.
PROXIES AND CORPORATE
REPRESENTATIVES
All shareholders are entitled to attend online and vote at
the Annual Shareholders Meeting virtually via the online
platform or to appoint a proxy or representative (in case
of a corporate shareholder), to attend online and vote on
their behalf. The appointment of a proxy or representative
does not preclude a shareholder from attending online 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
by email to meetings@linkmarketservices.co.nz, no later than
10.30am on Wednesday, 15 December 2021.
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 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 2021 / 3

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. Vincent Tremaine and Blair O’Keeffe
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.
VINCENT TREMAINE
Vincent joined the Napier Port Board in February 2019.
Vincent has broad experience in the port sector, having
served for 16 years as CEO of Flinders Ports Holdings,
which owns seven South Australian ports, the Adelaide
Container Terminal and Flinders Logistics. Vincent is
currently Chair of Riverland Water Holdings Pty Limited,
Chair of Southern Launch Space Pty Limited and a director
of Statewide Superannuation Pty Limited, Geelong Port
Pty Limited and Green Industries SA (South Australia Body
Corporate). He has served as Chair of Ports Australia
and the South Australian Chamber of Commerce and
Industry, and as a director of Australia’s National Heavy
Vehicle Regulator. Vincent also worked for Toll Ports and
Resources, managing the ports of Geelong and Hastings
in Victoria. In 2020, Vincent was awarded Membership
of the Order of Australia (AM) for ‘significant service
to shipping infrastructure and freight transport’.
BLAIR O’KEEFFE
Blair was appointed as a director of Napier Port in
June 2019. Blair is a professional company director, with
governance experience in local and central government,
and NZX-listed companies. He is currently a director
of Z Energy, Napier Port, Central Air Ambulance Limited,
and Chair of Hawke’s Bay Rescue Helicopter Trust.
He has significant port and maritime experience as former
Chair of Crown entity Maritime New Zealand, and as
longstanding CEO of a New Zealand port company.
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 their 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 2021 / 4

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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 30, PwC Tower, PO Box 91976
15 Customs Street West, 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 2021 ANNUAL MEETING
Notice is hereby given that the Annual Shareholders Meeting of Napier Port Holdings Limited (the ‘Company’) will be held at 10:30am on Friday, 17
December 2021.
In light of current health and safety concerns, the Annual Shareholders Meeting of the Company will be conducted as a virtual meeting. Shareholders will
be able to participate virtually via the Link Market Services online meeting portal at www.virtualmeeting.co.nz/nph21. If you will be attending online, you
will require your Holder Number for verification purposes.

If you will not attend the Meeting online 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 15 December 2021.

Appointment of proxy

All shareholders are entitled to attend online 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 online 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 Chair 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

The 2021 Annual Meeting will be held online only and shareholders can attend at www.virtualmeeting.co.nz/nph21. If you will be attending online, you will
require your Holder Number for verification purposes.
A corporation may appoint a person to attend online 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.



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) (e-mail address)

Or

________________________________________________________of ______________________________________________________
(full name of proxy) (e-mail 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 17 December 2021 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 Vincent Tremaine as Director.
   
2. Re-election of Blair O’Keeffe 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, via the virtual meeting platform at www.virtualmeeting.co.nz/nph21 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, 15 December 2021. 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: