Napier Port Lodges PDS for Bond Offer

NZX AND MEDIA RELEASE
1 September 2022

Napier Port lodges PDS for Bond Offer

Napier Port Holdings Limited (Napier Port) has today registered a Product Disclosure Statement
(PDS) for an offer (Offer) of up to NZ$75 million (inclusive of the Shareholder Priority Offer and with
the ability to accept oversubscriptions of up to an additional NZ$25 million at Napier Port’s
discretion) of unsecured, unsubordinated, fixed rate 5.5 year bonds (Bonds) maturing on Thursday,
23 March 2028. The Offer is only available to New Zealand investors and certain Australian
institutional investors.

There will be no public pool for the Bonds, but Eligible Shareholders (as defined in the PDS) will be
able to apply for Bonds through the Shareholder Priority Offer which will open on Monday, 12
September 2022 and close on Thursday, 15 September 2022 at 12.00pm (New Zealand time).

As announced by Napier Port via NZX on Wednesday, 24 August, shareholders are invited to pre-
register their interest in the Shareholder Priority Offer by visiting napierport.bondoffer.co.nz and
entering their CSN and Shareholder Priority Offer number. Pre-registrations will close on Friday, 9
September at 12.00pm (New Zealand time).

Outside of the Shareholder Priority Offer, all of the Bonds (including any oversubscriptions) have
been reserved for clients of the Joint Lead Managers, Primary Market Participants and other
approved financial intermediaries and institutional investors.

The net proceeds of the Offer will be used to repay a portion of Napier Port’s existing debt and for
general corporate purposes.

The indicative issue margin and any applicable minimum interest rate will be determined by Napier
Port in conjunction with the Joint Lead Managers and announced through NZX on Monday, 12
September 2022. The issue margin is expected to be set following a bookbuild process and will be
announced to the market on or about Friday, 16 September 2022.

Full details of the Offer are contained in the PDS dated Thursday, 1 September 2022 which was
lodged today and has been provided to the NZX with this announcement.

This Offer is being made in accordance with the Financial Markets Conduct Act 2013 and the Bonds
are expected to be quoted on the NZX Debt Market.

The PDS is available at napierport.bondoffer.co.nz or by contacting a Joint Lead Manager (details
below) or investors’ usual financial advice provider. Investors must obtain the PDS before they
decide to acquire any Bonds. Copies of Napier Port’s investor presentation and the indicative terms
sheet for the Bonds are also attached to this announcement and available through
napierport.bondoffer.co.nz.

Investors should contact a Joint Lead Manager, or their usual financial advice provider, for more
information.

PDS Registered Thursday, 1 September 2022

Eligible Shareholder record date 5:00pm, Friday, 9 September 2022

Opening Date Monday, 12 September 2022
The minimum Interest Rate (if any) and
indicative Issue Margin will be determined and
announced on this date.
Shareholder Priority Offer
Closing Date

12:00pm, Thursday, 15 September 2022

Closing Date 12:00pm, Friday, 16 September 2022

Rate Set Date Friday, 16 September 2022

Issue Date and Allotment Date Friday, 23 September 2022

Expected date of initial
quotation and trading of the
Bonds on the NZX Debt Market
Monday, 26 September 2022

Interest Payment Dates 23 March, 23 June, 23 September, 23
December in each year
First Interest Payment Date Friday, 23 December 2022
Maturity Date Thursday, 23 March 2028

The timetable is indicative only and subject to change. Napier Port may, in its absolute discretion
and without notice, vary the timetable (including by opening or closing the Offer early, accepting
late applications and extending the Closing Date) or cancel the Offer.
For more information:

Joint Lead Managers: Authorised by:
Craigs: 0800 226 263 Kristen Lie
Forsyth Barr: 0800 367 227 Chief Financial Officer
Jarden: 0800 005 678 DD: +64 6 833 4405
Westpac: 0800 772 142 E: kristenl@napierport.co.nz

About Napier Port
Napier Port is New Zealand’s fourth largest port by container volume. We are the gateway for Hawke’s
Bay and lower North Island’s exports and operate a long-term regional infrastructure asset that
supports the regional economy. Our strategic purpose is to collaborate with the people and
organisations that have a stake in helping our region grow. View Napier Port’s investor centre:
www.napierport.co.nz/investor-centre/

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PRODUCT DISCLOSURE
STATEMENT
FOR AN OFFER OF UNSECURED,
UNSUBORDINATED, FIXED RATE

5.5 YEAR BONDS BY NAPIER PORT
HOLDINGS LIMITED
1 SEPTEMBER 2022
This document gives you important information about this investment
to help you decide whether you want to invest. There is other
useful information about this offer at www.disclose-register.
companiesoffice.govt.nz, offer number 13364.
Napier Port Holdings Limited has prepared this document in
accordance with the Financial Markets Conduct Act 2013. You can
also seek advice from a financial advice provider to help you to make
an investment decision.
JOINT LEAD
MANAGERS
ARRANGER
AND JOINT LEAD
MANAGER

1. KEY INFORMATION SUMMARY
1.1 WHAT IS THIS?
This is an offer (Offer) of unsecured, unsubordinated, fixed rate 5.5 year bonds (Bonds). The Bonds are debt securities
issued by Napier Port Holdings Limited (Napier Port). You give Napier Port money, and in return Napier Port promises to
pay you interest and repay the money at the end of the term. If Napier Port runs into financial trouble, you might lose some
or all of the money you invested.
1.2 ABOUT NAPIER PORT AND ITS SUBSIDIARIES
Napier Port is the NZX listed parent company of Port of Napier Limited that owns and operates the Port which services
Hawke’s Bay and its surrounding regions. It is New Zealand’s fourth largest port by container volume and offers a range
of container, bulk cargo and cruise vessel services.
The ordinary shares in Napier Port are listed and quoted on the NZX Main Board under the company code NPH.

As at 31 August 2022, its market capitalisation was approximately NZ$592 million.
1.3 PURPOSE OF THIS OFFER
The net proceeds of the Offer will be used to repay a portion of Napier Port’s existing debt and will be used for general
corporate purposes. The Bonds will provide Napier Port with additional diversity of funding and tenor. See section 4

of this PDS (Purpose of the Offer) for more information.
1.4 KEY TERMS OF THE OFFER
IssuerNapier Port Holdings Limited.
Description

of the Bonds
Unsecured, unsubordinated, fixed rate bonds.
See section 5 of this PDS (Key features of the Bonds) for more information.
Term5.5 years, maturing on Thursday, 23 March 2028.
Offer amountUp to NZ$75,000,000 (inclusive of the Shareholder Priority Offer and with the ability to accept
oversubscriptions of up to an additional NZ$25,000,000 at Napier Port’s discretion). The Offer is
not underwritten.
Shareholder Priority
Offer
Eligible Shareholders can apply for Bonds through the Shareholder Priority Offer.
The amount of Bonds allocated in the Shareholder Priority Offer will be determined during the
Bookbuild by Napier Port in consultation with the Joint Lead Managers.
Eligible Shareholders may apply for an allocation of Bonds in the Shareholder Priority Offer from

the Opening Date up until the Shareholder Priority Offer Closing Date.
See “Shareholder Priority Offer” in section 3 of this PDS (Terms of the Offer) for more information.
Interest RateThe Bonds will pay a fixed rate of interest until the Maturity Date.
The Interest Rate will be determined by Napier Port in conjunction with the Joint Lead Managers
following the Bookbuild and will be set at the sum of the Swap Rate and the Issue Margin or,

if greater, any applicable minimum Interest Rate announced via NZX.
Any such minimum Interest Rate and the range of the indicative Issue Margin will be determined by
Napier Port in conjunction with the Joint Lead Managers and announced through NZX on Monday,
12 September 2022.
The Interest Rate will be announced by Napier Port through NZX on the Rate Set Date.
NAPIER PORT – TE HERENGA WAKA O AHURIRIPRODUCT DISCLOSURE STATEMENT • 1 SEPTEMBER 2022 / 1

Interest payment datesSubject to “Interest payments and entitlement” in section 3 of this PDS (Terms of the Offer), interest
payments will be quarterly in arrear on 23 March, 23 June, 23 September and 23 December each
year (or if that scheduled date is a not a Business Day, the next Business Day without adjustment,
interest or further payment as a result thereof) until and including the Maturity Date, with the First
Interest Payment Date being Friday, 23 December 2022.
Eligible Shareholder
record date
5:00pm, Friday, 9 September 2022.
Opening DateMonday, 12 September 2022.
Shareholder Priority
Offer Closing Date
12:00pm, Thursday, 15 September 2022.
Closing Date12:00pm, Friday, 16 September 2022.
Rate Set DateFriday, 16 September 2022.
Issue Date and
Allotment Date
Friday, 23 September 2022.
Minimum application
amount and minimum
holdings of Bonds
NZ$5,000 and multiples of NZ$1,000 thereafter.
Further payments, fees
or charges
Taxes may be deducted from interest payments on the Bonds. See section 7 of this PDS (Tax)

for more information.
You are not required to pay brokerage or any other fees or charges to Napier Port to purchase

the Bonds. However, you may have to pay brokerage to the firm from whom you receive an allocation
of Bonds. Please contact your broker for further information on any brokerage fees.
1.5 WHO IS RESPONSIBLE FOR REPAYING YOU?
Napier Port is responsible for paying interest on the Bonds and for repayment of the Bonds on the Maturity Date.
The Bonds are guaranteed by the Guarantors under the Negative Pledge Deed. Pursuant to the terms of the
Supplemental Trust Deed, Napier Port and the Guarantors must comprise not less than 90% of the Total Tangible
Assets of the Napier Port Group and 90% of the EBITDA of the Napier Port Group. The Bonds are not guaranteed
by any members of the Napier Port Group who are not Guarantors under the Negative Pledge Deed.
At the Issue Date the sole Guarantor will be Port of Napier Limited. No other member of the Napier Port Group

will guarantee the Bonds as at the Issue Date.
More information about the Guarantee and the Guarantors can be found in section 5 of this PDS (Key features

of the Bonds).
1.6 HOW YOU CAN GET YOUR MONEY OUT EARLY
Neither you nor Napier Port are able to redeem the Bonds prior to the Maturity Date. However, Napier Port may
be required to repay the Bonds early if there is an Event of Default. See section 5 of this PDS (Key features of the
Bonds) for more information.
Napier Port intends to quote these Bonds on the NZX Debt Market. This means you may be able to sell them on the
NZX Debt Market before the end of their term if there are interested buyers. If you sell your Bonds, the price you get
will vary depending on factors such as the financial condition of the Napier Port Group and movements in the market
interest rates. You may receive less than the full amount that you paid for them.
1.7 HOW THE BONDS RANK FOR REPAYMENT
On a liquidation of Napier Port, each Bond will rank equally as an unsecured, unsubordinated obligation of Napier Port.
This means in a liquidation of Napier Port:
PRODUCT DISCLOSURE STATEMENT • 1 SEPTEMBER 2022 / 2NAPIER PORT – TE HERENGA WAKA O AHURIRI

• you will only be repaid after all secured creditors (if any) and creditors preferred by law (e.g. employees
up to a specified amount each and Inland Revenue in respect of unpaid taxes);
• you will be repaid at the same time and to the same extent as all other unsecured and unsubordinated creditors
of Napier Port (including banks that lend money to Napier Port on an unsecured basis, hedge counterparties that
contract on an unsecured basis and all other unsecured trade and general creditors); and
• you will be paid ahead of Napier Port’s subordinated liabilities and claims of Napier Port’s shareholders.
Further information on the ranking of the Bonds in a liquidation can be found in section 5 of this PDS (Key features

of the Bonds).
1.8 NO SECURITY
The Bonds are not secured against any assets of Napier Port nor any other member of the Napier Port Group.
1.9 KEY RISKS AFFECTING THIS INVESTMENT
Investments in debt securities have risks. A key risk is that Napier Port does not meet its commitments to repay you
or pay you interest (credit risk). Section 6 of this PDS (Risks of investing) discusses the main factors that give rise
to the risk. You should consider if the credit risk of these debt securities is suitable for you.
The interest rate for these Bonds should also reflect the degree of credit risk. In general, higher returns are demanded

by investors from businesses with higher risk of defaulting on their commitments. You need to decide whether the Offer
is fair.
Napier Port considers that the most significant risk factors are:
• Significant asset damage and interruption risk: A major natural event, such as a tsunami or significant
earthquake, could destroy or damage Napier Port’s assets (including the Port), which could result in a major
interruption to Napier Port’s business. This is a specific risk to Napier Port because:
• Napier Port operates a physical (and geographically specific) port facility in Napier which is susceptible

to damage from natural events;
• Napier Port relies on the uninterrupted access to the Port and the continued operation of the Port in order

for ships to load and unload cargo; and
• It is unlikely that Napier Port’s insurance would cover Napier Port for all of the potential damage covered

by a major natural event.
• Forestry sector risk: Napier Port’s business is heavily dependent on the forestry sector, particularly logs, woodpulp
and timber. Any decrease in the supply or demand for New Zealand or Hawke’s Bay and surrounding areas’ forestry
products could have an adverse impact on Napier Port’s financial position and performance.
• Biosecurity risk: The products exported through Napier Port are mainly made up of primary produce, including
forestry products, pipfruit and meat. Any significant biosecurity event that affects such products could result in the
supply or demand for primary produce exported through the Port being materially reduced.
This summary does not cover all of the risks of investing in the Bonds. You should also read section section 5 of this

PDS (Key features of the Bonds) and section 6 of PDS (Risks of Investing).
1.10 NO CREDIT RATING
Napier Port’s creditworthiness has not been assessed by an approved rating agency. This means that Napier Port has not
received an independent opinion of its capability and willingness to repay its debts from an approved source.
1.11 WHERE YOU CAN FIND OTHER MARKET INFORMATION ABOUT NAPIER PORT
This is a short form disclosure that Napier Port is permitted to use because these Bonds rank in priority to Napier Port’s
existing quoted financial products. The existing quoted financial products are ordinary shares in Napier Port, which are
traded on the NZX Main Board. Napier Port is subject to a disclosure obligation that requires it to notify certain material
information to the NZX for the purpose of that information being made available to participants in the market. Napier
Port’s page on the NZX website, which includes information made available under the disclosure obligation referred

to above, can be found at www.nzx.com/companies/NPH.
NAPIER PORT fi TE HERENGA WAKA O AHURIRIPRODUCT DISCLOSURE STATEMENT • 1 SEPTEMBER 2022 / 3

CONTENTS
1. KEY INFORMATION SUMMARY 1
LETTER FROM THE CHAIR 5
2. KEY DATES AND OFFER PROCESS 6
3. TERMS OF THE OFFER 7
4. PURPOSE OF THE OFFER 11
5. KEY FEATURES OF THE BONDS 11
6. RISKS OF INVESTING 16
7. TAX 20
8. SELLING RESTRICTIONS 21
9. WHO IS INVOLVED? 23
10. HOW TO COMPLAIN 24
11. WHERE YOU CAN FIND MORE INFORMATION 25
12. HOW TO APPLY 26
13. CONTACT INFORMATION 27
GLOSSARY 28
PRODUCT DISCLOSURE STATEMENT • 1 SEPTEMBER 2022 / 4NAPIER PORT – TE HERENGA WAKA O AHURIRI

LETTER FROM THE CHAIR
Tēnā koutou e ngā kaiwhakarato moni – greetings investors
On behalf of the Board, it is with great pleasure that I invite
new and existing investors to participate in an offer of unsecured,
unsubordinated fixed rate bonds (Bonds) to be issued by

Napier Port.
For nearly 150 years, our people and infrastructure have
connected Hawke’s Bay and its surrounding regions with

the world, helping to create a thriving regional economy.
This remains our key purpose today and we are committed
to working closely with our customers and the community
to ensure this is achieved.
Napier Port is New Zealand’s fourth largest port by container
volumes and provides a range of container and bulk cargo
services for importers and exporters alike. The Port also
serves as an important gateway to the Hawke’s Bay region
through its ability to accommodate cruise ships.
At the time Napier Port listed in 2019, we articulated our
commitment to continually invest in our infrastructure to help
underpin regional growth. The centrepiece of that investment
programme and an important use of IPO funds was the
development of our new wharf asset, Te Whiti (also known
as 6 Wharf). The objective of this investment was to reduce
on-Port congestion, increase shipping capacity and operating
efficiencies, and to provide an ability to handle larger vessels
visiting New Zealand and Hawke’s Bay and growth in cruise
ship demand.
With Te Whiti now operational (ahead of schedule),

it is an appropriate time to revisit our funding arrangements.
We believe that using the debt capital markets to increase
the diversity and term of our debt funding will be beneficial
to our business.
Napier Port is seeking to raise up to NZ$75 million (inclusive
of the Shareholder Priority Offer and with an ability to accept
oversubscriptions of up to an additional NZ$25 million at
Napier Port’s discretion) through the issuance of the Bonds.
The net proceeds will be used to repay a portion of existing
bank debt and for general corporate purposes.
In recognition of the support from our shareholders we are
pleased to offer Eligible Shareholders access to the Bonds

via a shareholder application process. Further details
regarding the Shareholder Priority Offer are set out in

section 12 (How to apply) of this PDS.
This PDS contains important information about Napier Port
and the Offer. We encourage you to read it carefully and
consider, in particular, section 6 (Risks of investing) before
making an investment decision.
I encourage you to seek financial, investment or other advice
from a qualified professional adviser as you take time to
consider this Offer.
On behalf of the Napier Port Board, we welcome your
participation in this Offer and your continued support

of Napier Port.
Nakū noa, Na
ALASDAIR MACLEOD
Chair
NAPIER PORT – TE HERENGA WAKA O AHURIRIPRODUCT DISCLOSURE STATEMENT • 1 SEPTEMBER 2022 / 5

2. KEY DATES AND OFFER PROCESS
KEY DATES
Eligible Shareholder
record date
5:00pm, Friday, 9 September 2022.
Opening DateMonday, 12 September 2022.
The minimum Interest Rate (if any) and indicative Issue Margin will be determined and announced

on this date.
Shareholder Priority
Offer Closing Date
12:00pm, Thursday, 15 September 2022.
Closing Date12:00pm, Friday, 16 September 2022.
Rate Set DateFriday, 16 September 2022.
Issue Date and
Allotment Date
Friday, 23 September 2022.
Expected date of initial
quotation and trading
of the Bonds on the
NZX Debt Market
Monday, 26 September 2022.
Interest Payment Dates23 March, 23 June, 23 September, 23 December in each year.
First Interest Payment
Date
Friday, 23 December 2022.
Maturity DateThursday, 23 March 2028.
The timetable is indicative only and subject to change. Napier Port may, in its absolute discretion and without notice, vary the
timetable (including by opening or closing the Offer early, accepting late applications and extending the Closing Date).
If Napier Port changes the Opening Date and/or the Closing Date, the changes will be announced through NZX as soon as
reasonably practicable (and in any event within the times prescribed by the NZX Listing Rules).
If the Closing Date is extended, the Rate Set Date, the Issue Date, the expected date of initial quotation and trading of the Bonds
on the NZX Debt Market, the Interest Payment Dates and the Maturity Date may also be extended. Any such changes will not
affect the validity of any applications received.
Napier Port reserves the right to cancel the Offer and the issue of the Bonds, in which case any application monies received

will be refunded (without interest) as soon as practicable.
PRODUCT DISCLOSURE STATEMENT • 1 SEPTEMBER 2022 / 6NAPIER PORT – TE HERENGA WAKA O AHURIRI

3. TERMS OF THE OFFER
Issuer Napier Port Holdings Limited.
Description of the
Bonds
Unsecured, unsubordinated, fixed rate bonds.
Term and Maturity Date5.5 years, maturing on Thursday, 23 March 2028.
Offer amount Up to NZ$75,000,000 (inclusive of the Shareholder Priority Offer and with the ability to accept
oversubscriptions of up to an additional NZ$25,000,000 at Napier Port’s discretion).
Shareholder Priority
Offer
Eligible Shareholders can apply for Bonds through the Shareholder Priority Offer. The amount of the
Bonds allocated in the Shareholder Priority Offer will be determined during the Bookbuild by Napier
Port in consultation with the Joint Lead Managers.
Eligible Shareholders may apply for an allocation of Bonds in the Shareholder Priority Offer from the
Opening Date up until the Shareholder Priority Offer Closing Date.
There is no guarantee that a shareholder will receive all of the Bonds for which it has applied.
Napier Port may, in its absolute discretion, determine whether to accept or scale all or part of any
application without giving any reason.
Eligible ShareholderA person who is recorded in the share register of Napier Port as being a registered holder of a fully
paid ordinary share in Napier Port as at 5:00pm on Friday, 9 September 2022, and whose address
is either:
• recorded in the share register as being in New Zealand; or
• recorded in the share register as being in Australia and the shareholder is an institutional shareholder.
Issue price and
Principal Amount
NZ$1.00 per Bond, being the Principal Amount of each Bond.
Interest RateThe Bonds will pay a fixed rate of interest until the Maturity Date.
The Interest Rate will be determined by Napier Port in conjunction with the Joint Lead Managers
following the Bookbuild and will be set at the sum of the Swap Rate and the Issue Margin or,

if greater, any applicable minimum Interest Rate announced via NZX.
Any such minimum Interest Rate and the range of the indicative Issue Margin will be determined

by Napier Port in conjunction with the Joint Lead Managers and announced through NZX
on Monday, 12 September 2022.
The Interest Rate will be announced by Napier Port through NZX on the Rate Set Date.
Interest Payment DatesSubject to the below, quarterly in arrear on 23 March, 23 June, 23 September and

23 December each year (or if that scheduled date is not a Business Day, the next Business Day
without adjustment, interest or further payment as a result) until and including the Maturity Date,

with the First Interest Payment Date being Friday, 23 December 2022.
Interest payments

and entitlement
Payments of interest on Interest Payment Dates will be of equal quarterly amounts. Any interest

on the Bonds payable on a date which is not an Interest Payment Date, will be calculated based
on the number of days in the relevant period and a 365-day year.
On Interest Payment Dates interest will be paid to the person registered as the Bondholder

as at the record date immediately preceding the relevant Interest Payment Date.
The record date for interest payments is 5.00pm on the date that is 10 days before the relevant
scheduled Interest Payment Date (prior to any adjustment to the Interest Payment Date to fall on

a Business Day). If the record date falls on a day which is not a Business Day, the record date will
be the immediately preceding Business Day.
NAPIER PORT – TE HERENGA WAKA O AHURIRIPRODUCT DISCLOSURE STATEMENT • 1 SEPTEMBER 2022 / 7

Eligible Shareholder
record date
5:00pm, Friday, 9 September 2022.
Opening DateMonday, 12 September 2022.
Shareholder Priority
Offer Closing Date
12:00pm, Thursday, 15 September 2022.
Closing Date12:00pm, Friday, 16 September 2022.
ScalingNapier Port may scale any application (including any application under the Shareholder Priority
Offer) at its discretion, but will not scale any application to below NZ$5,000 or to an amount that

is not a multiple of NZ$1,000.
Accept / reject
applications
Napier Port reserves the right to refuse all or any part of any application for Bonds (including any
application under the Shareholder Priority Offer) without giving any reason.
RefundsIf Napier Port does not accept your application (whether because of late receipt or otherwise)

or accepts it in part, all or the relevant balance of your application money received will be repaid
to you as soon as practicable. No interest will be paid on refunds or on funds received prior to
the Issue Date.
Minimum application
amount and minimum
holding of Bonds
NZ$5,000 and multiples of NZ$1,000 thereafter.
Who may apply?There is no public pool for the Bonds. The Shareholder Priority Offer is open to all Eligible Shareholders.
Outside of the Shareholder Priority Offer, all of the Bonds (including any oversubscriptions)

have been reserved for clients of the Joint Lead Managers, Primary Market Participants and other
approved financial intermediaries and institutional investors invited to participate in Bookbuild
conducted by the Joint Lead Managers.
How to applyApplication instructions are set out in section 12 of this PDS (How to apply).
Napier Port reserves the right to refuse all or any part of any application for Bonds under the Offer
without giving a reason.
No underwritingThe Offer is not underwritten.
BrokerageYou are not required to pay brokerage or any other fees or charges to Napier Port to purchase
the Bonds. However, you may be required to pay brokerage to the firm from whom you receive an
allocation of Bonds, or for the transfer of Bonds. Please contact your broker for further information
on any brokerage fees.
Napier Port will pay brokerage of 0.50% on Bonds allotted to retail investors only and a firm fee
of 0.25% on firm allotments. No brokerage or firm fees will be paid on allotments made in the
Shareholder Priority Offer.
No securityThe Bonds are not secured over the assets of Napier Port or any other member of the Napier Port Group.
GuaranteeThe Bonds will be guaranteed by the Guarantors under the Negative Pledge Deed. At the Issue
Date the sole Guarantor will be Port of Napier Limited, a wholly owned subsidiary of Napier Port.
More information about the terms of the Guarantee under the Negative Pledge Deed can be found
in section 5 of this PDS (Key features of the Bonds).
PRODUCT DISCLOSURE STATEMENT • 1 SEPTEMBER 2022 / 8NAPIER PORT – TE HERENGA WAKA O AHURIRI

Ranking of BondsOn a liquidation of Napier Port, the Bonds will rank equally with Napier Port’s other unsecured and
unsubordinated obligations and will:
• rank after liabilities secured over assets of Napier Port and liabilities preferred by law;
• rank equally with all other unsecured and unsubordinated liabilities of Napier Port; and
• rank ahead of any subordinated liabilities and claims of Napier Port’s shareholders.
On a liquidation of a Guarantor, the obligations of the Guarantor under the Negative Pledge Deed
will rank as unsecured and unsubordinated obligations of that Guarantor.
More detail on the ranking of the Bonds can be found in section 5 of this PDS (Key features of the Bonds).
Financial covenantNapier Port gives a financial covenant to the Bond Supervisor that the Napier Port Group’s total
debt expressed as a ratio of the Napier Port Group’s EBITDA shall not exceed 4.50 times on each
Test Date. An Event of Default occurs if on two consecutive Test Dates this covenant is breached,
subject to a grace period of 20 Business Days. The first test date for this financial covenant will

be on Friday, 30 September 2022.
See clause 5.2 of the Supplemental Trust Deed for the detailed wording of this financial covenant.
Events of DefaultIf an Event of Default occurs, and is continuing, the Bond Supervisor may in its discretion, and must
in certain circumstances including upon being directed to do so by an Extraordinary Resolution

of Bondholders, by written notice to Napier Port, declare the Bonds together with accrued interest
to be immediately due and payable.
The Events of Default are set out in Schedule 1, condition 17 of the Trust Deed and section 19

of the Schedule to the Supplemental Trust Deed, a copy of which is on the Disclose Register and
are summarised in section 5 of this PDS (Key features of the Bonds).
Early redemptionNeither you nor Napier Port are able to redeem the Bonds prior to the Maturity Date. However,

Napier Port may be required to repay the Bonds early if there is an Event of Default (as described
below in section 5 of this PDS (Key features of the Bonds)).
Further bondsNapier Port may issue further bonds without the consent of the Bondholders which may rank ahead
of, equally with or behind the Bonds.
Taxes Taxes may be deducted from interest payments on the Bonds. See section 7 of this PDS (Tax)

for more information.
Quotation Application has been made to NZX for permission to quote the Bonds on the NZX Debt Market
and all the requirements of NZX relating to that quotation that can be complied with on or before
the date of distribution of this PDS have been duly complied with. However, the Bonds have not yet
been approved for trading and NZX accepts no responsibility for any statement in this PDS. NZX

is a licensed market operator, and the NZX Debt Market is a licensed market, under the FMCA.
NZX ticker code NPH010 has been reserved for the Bonds.
Transfer RestrictionsNapier Port may decline to accept or register a transfer of the Bonds if the transfer would result

in the transferor or transferee holding or continuing to hold Bonds with a Principal Amount of less
the NZ$5,000 (if not zero) or if the transfer is not in multiples of NZ$1,000.
Selling restrictions The Offer and subsequent transfer of Bonds are subject to certain selling restrictions contained

in section 8 of this PDS (Selling restrictions).
By subscribing for or otherwise acquiring any Bonds, you agree to indemnify, among others, Napier
Port, the Bond Supervisor, the Arranger and the Joint Lead Managers for any loss, cost, damages,
liability or expense sustained or incurred as a result of any breach by you of the selling restrictions
contained in section 8 of this PDS (Selling restrictions).
Governing law New Zealand.
NAPIER PORT – TE HERENGA WAKA O AHURIRIPRODUCT DISCLOSURE STATEMENT • 1 SEPTEMBER 2022 / 9

Bond Supervisor Public Trust.
Securities Registrar Link Market Services Limited.
Other documents
The terms of the Bonds, and other terms key to the Offer, are set out in the Trust Deed, as supplemented by the Supplemental
Trust Deed.
The Bond Supervisor will also have the benefit of the Negative Pledge Deed (along with certain other creditors of Napier Port that
have had the benefit of it extended to them such as banks who lend to Napier Port).
You should read these documents. Copies may be obtained from the Disclose Register at www.disclose-register.
companiesoffice.govt.nz, offer number 13364.
PRODUCT DISCLOSURE STATEMENT • 1 SEPTEMBER 2022 / 10NAPIER PORT – TE HERENGA WAKA O AHURIRI

4. PURPOSE OF THE OFFER
4.1 The net proceeds of the Offer will be used to repay a portion of Napier Port’s existing debt and for general corporate
purposes. The Bonds will provide Napier Port with additional diversity of funding and tenor. This purpose will not
change, irrespective of the total amount that is raised.
The Offer is not underwritten and is not conditional on raising
a minimum amount.
5. KEY FEATURES OF THE BONDS
5.1 A number of key features of the Bonds are described in section 3 (Terms of the Offer) of this PDS. Other key
features of the Bonds are described below.
5.2 THE BOND SUPERVISOR
The Bond Supervisor is appointed to act as supervisor and trustee for the Bondholders on the terms contained in the
Trust Deed. Copies of the Trust Deed, the Supplemental Trust Deed and the Negative Pledge Deed are included on the
Disclose Register.
You can only enforce your rights under the Bonds, and under the Guarantee, and other arrangements described below,
through the Bond Supervisor. However, you can enforce your rights under the Bonds only (but not the Guarantee,

or other arrangements) against Napier Port directly if the Bond Supervisor is obliged to enforce, but has failed to do
so within a reasonable period.
5.3 RANKING
The Bonds constitute unsecured, unsubordinated debt obligations of Napier Port. On a liquidation of Napier Port
amounts owing to Bondholders rank equally with all other unsecured and unsubordinated obligations of Napier Port.
Amounts owing under the Negative Pledge Deed constitute unsecured and unsubordinated obligations of each
Guarantor and on a liquidation of a Guarantor, amounts owing to Bondholders under the Negative Pledge Deed rank
equally with all other unsecured and unsubordinated obligations of the relevant Guarantor.
The ranking of the Bonds on a liquidation of Napier Port is summarised in the diagram below.
The actual amount of liabilities and equity of Napier Port at the point of its liquidation will be different to the indicative
amount set out in the diagram on the following page.
NAPIER PORT – TE HERENGA WAKA O AHURIRIPRODUCT DISCLOSURE STATEMENT • 1 SEPTEMBER 2022 / 11

DIAGRAM SHOWING RANKING OF BONDS
Ranking on the liquidation
of Napier Port
Liability/EquityIndicative amount of
existing liabilities and
equity of the Napier Port
Group
1
as at 30 June 2022
adjusted for expected
proceeds of the Offer
Higher ranking/

Earlier priority
Liabilities that rank in priority
to the Bonds
2
Liabilities secured over assets
of Napier Port and liabilities
preferred by law (including
employee entitlements and
Inland Revenue for certain
unpaid taxes)
NZ$6.3 million
Liabilities that rank equally
with the Bonds (including the
Bonds)
3

These liabilities comprise:NZ$141.5 million
BondsNZ$75.0 million
Bank debtNZ$55.0 million
Other unsecured and
unsubordinated liabilities
(such as general and trade
creditors
4
)
NZ$11.5 million
Liabilities that rank below the
Bonds
NZ$0 million
Lower ranking/ Later
priority
EquityOrdinary shares, reserves and
retained earnings
NZ$387.5 million
5
5.4 GUARANTEES
The Bonds will be guaranteed by the Guarantors under the Negative Pledge Deed.
Under the Negative Pledge Deed, each Guarantor will jointly and severally guarantee to the Bond Supervisor the payment
of all amounts owed to Bondholders in respect of the Bonds.
There are no limits on the amount for which any Guarantor may be liable under the Guarantee and there are no conditions
to the Guarantee. The obligations of the Guarantors under the Negative Pledge Deed will be unsecured.
Each Guarantor is a member of the Napier Port Group. However, not all members of the Napier Port Group are required
to be a Guarantor. Under the Supplemental Trust Deed, Napier Port must ensure that at all times the Guaranteeing Group
(being Napier Port and the Guarantors) will be not less than 90% of the Total Tangible Assets of the Napier Port Group
and 90% of the EBITDA of the Napier Port Group.
For full details of these provisions, see clause 5.1 of the Supplemental Trust Deed.
As at the Issue Date for the Bonds, the sole Guarantor will be Port of Napier Limited. Port of Napier Limited is a wholly
owned subsidiary of Napier Port.
1
Amounts shown in this table are indicative based on the financial position of Napier Port and its subsidiaries as at 30 June 2022, adjusted for the issue of Bonds.
They are subject to rounding adjustments.
2
Liabilities that rank in priority to the Bonds as at 30 June 2022 include:
• employee entitlements for unpaid salaries and wages, holiday pay and bonuses and pay-as-you-earn (PAYE) of NZ$6.1 million, and
• amounts owing to Inland Revenue for unpaid goods and services tax of NZ$0.2 million.
There are typically other preferred or secured claims which arise when a company is liquidated which are not possible to foresee and cannot therefore be quantified.
3
Amounts shown in the diagram assumes NZ$75 million of Bonds are issued under the Offer. The final size of the Offer will not materially impact this amount, as the
proceeds of the Offer are expected to be applied towards repaying a portion of bank debt which ranks equally with the Bonds.
4
Deferred tax liabilities of indicatively NZ$21.0 million as at 30 June 2022 are not included in the above table as this amount would not crystallise and be payable
on Napier Port’s liquidation.
5
The total amount of Napier Port’s equity referred to in this diagram includes an amount in relation to Napier Port’s existing quoted equity securities.
PRODUCT DISCLOSURE STATEMENT • 1 SEPTEMBER 2022 / 12NAPIER PORT  TE HERENGA WAKA O AHURIRI

The Negative Pledge Deed contains provisions that allow Napier Port to have a Guarantor released from the Guarantee
under the Negative Pledge Deed if:
• two directors certify in writing that all guarantee coverage requirements under any facility that has the benefit of the
Negative Pledge Deed (which will include these Bonds and the Supplemental Trust Deed) will be complied with
immediately after the release of that Guarantor; or
• all beneficiaries of the Negative Pledge Deed (which will include the Bond Supervisor on behalf of Bondholders)

have consented in writing to that release.
In addition, for any Guarantor to be released:
• there must be no indebtedness owed by the Guarantor to any beneficiary of the Negative Pledge Deed (including

the Bondholders) other than indebtedness solely as a guarantor or the relevant beneficiary has consented to the
release; and
• there must be no subsisting breach of the Negative Pledge Deed that remains unremedied or will occur as a result

of the release.
5.5 FINANCIAL COVENANT
Napier Port gives the following financial covenant to the Bond Supervisor:
• the ratio of Total Debt of the Napier Port Group to EBITDA of the Napier Port Group shall not exceed 4.50 times

of each Test Date.
For the purpose of calculating this financial covenant, the following definitions apply:
• Total Debt is calculated as the aggregate of all principal amounts outstanding under a loan or facility agreement,

the aggregate principal amount of all outstanding notes (which will include the Principal Amount owing under the
Bonds) and indebtedness arising from the termination or close-out amount of any derivative transactions.
• EBITDA is the amount of net profit for the Napier Port Group for the previous 12 month period before taking into
account finance costs, income tax, depreciation, amortisation, exceptional items and impairment charges.
• Test Dates are 31 March and 30 September in each calendar year, with the first Test Date being Friday,

30 September 2022.
A breach of this financial covenant occurs if the covenant is not complied with on two consecutive Test Dates and that
breach is not remedied within 20 Business Days of Napier Port becoming aware of it.
The description set out above is only a summary of the financial covenant and the terms used in calculating the ratio
described in that covenant. The full details of this covenant are set out in clause 5.2 of the Supplemental Trust Deed.
The restriction on the Guaranteeing Group creating security described below under the heading “Restrictions on granting
security” could also indirectly affect the ability of that group to borrow money.
5.6 RESTRICTIONS ON CREATING FURTHER LIABILITIES
The Napier Port Group could, at any time after the Issue Date, without the consent of Bondholders or the Bond
Supervisor borrow money or otherwise create further liabilities that rank equally with or in priority to the Bonds

on a liquidation of Napier Port, provided that it complies with the restrictions described below. These further liabilities
could, for example, be a new series of bonds issued under the Trust Deed (including under a further supplemental trust
deed), or a new borrowing facility with a bank.
Napier Port gives the financial covenant to the Bond Supervisor set out above which will restrict the ability of the
Guaranteeing Group to borrow.
5.7 RESTRICTIONS ON GRANTING SECURITY
Napier Port has agreed with the beneficiaries of the Negative Pledge Deed (including, while any Bonds under
the Supplemental Trust Deed remain outstanding, the Bond Supervisor) that none of its assets will be secured.
Notwithstanding this restriction, Napier Port or another Guarantor is permitted to create security or permit security

to exist over its assets:
NAPIER PORT fi TE HERENGA WAKA O AHURIRIPRODUCT DISCLOSURE STATEMENT • 1 SEPTEMBER 2022 / 13

• if the aggregate value of the assets secured does not exceed 10.0% of the Total Tangible Assets of the Napier Port
Group; or
• if beneficiaries of the Negative Pledge Deed (which will include the Bond Supervisor on behalf of Bondholders) agree
in writing to amend the terms of the Negative Pledge Deed consenting to, or to permit that security; or
• in certain other limited circumstances set out in the Negative Pledge Deed, (for example: if the security arises

by operation of law, rights of netting, set-off, certain retention of title arrangements, a security interest arising from
a disposal, or that relates to an encumbrance over certain land owned by Port of Napier Limited that only secures
NZ$100 per annum).
This is not a complete list of the circumstances where Napier Port or another Guarantor is permitted to create security.

For full details of these provisions see clause 2 and the definition of “Permitted Security Interest” in the Negative
Pledge Deed.
5.8 OTHER RESTRICTIONS ON BORROWING
Certain terms contained in Napier Port’s borrowing facilities also indirectly limit its ability to borrow. Napier Port’s current
bank documents contain the following financial covenants:
• the ratio of Total Debt (as defined in those bank documents) to EBITDA (as defined in those bank documents)

shall not exceed 4.50 times;
• the ratio of EBITDA (as defined in those bank documents) to Interest Expense (as defined in those bank documents)
must not be less than 3.0 times; and
• the ratio of Total Equity (as defined in those bank documents) to Total Assets (as defined in those bank documents)
must not be less than 50%.
Neither Bondholders nor the Bond Supervisor have the benefit of covenants (including, without limitation, the above
covenants) given in favour of Napier Port’s bank lenders and they may therefore be amended or waived by the

relevant lender. Napier Port does not have to consult or notify Bondholders or the Bond Supervisor of any actual
or potential amendments or waivers under such documents. If a member of the Napier Port Group failed to comply
with these provisions then the relevant lender may decide to accelerate repayment which may (subject to meeting certain
thresholds) cause an Event of Default.
5.9 EVENTS OF DEFAULT
The Events of Default are contained in the Trust Deed and the Supplemental Trust Deed. They include:
• a failure by Napier Port to make a payment due in respect of the Bonds, subject to certain grace periods;
• a breach by Napier Port or a Guarantor of an obligation under the Trust Deed, or any material obligation under the
Negative Pledge Deed, subject to certain grace periods;
• a representation by Napier Port or a Guarantor under the Trust Deed, is incorrect in any material respect when made,
subject to certain grace periods;
• any indebtedness (other than for any bonds) in total of more than NZ$5 million (or its equivalent in any other
currency) of Napier Port or any Guarantor is not paid when due or within any applicable grace period in any document
relating to such indebtedness, or becomes due and payable prior to its stated maturity by reason of an event of
default, cancellation event, prepayment event or similar event (whatever called);
• insolvency events that affect Napier Port or a Guarantor; and
• breach of the financial covenant on two consecutive Test Dates by Napier Port and such default is not remedied

(if capable of remedy) within 20 Business Days of Napier Port becoming aware of that breach.
This summary does not cover all of the Events of Default. For full details of the Events of Default see Schedule 1,
condition 17 of the Trust Deed and section 19 of the Schedule to the Supplemental Trust Deed.
At any time while an Event of Default continues the Bond Supervisor may at its discretion and shall if directed to do so by
an Extraordinary Resolution of Bondholders of any series of bonds (including the Bonds), by written notice to Napier Port,
declare the outstanding Principal Amount of the Bonds of that series together with accrued interest to be immediately
due and payable. Accrued interest is the interest earned on your Bonds since the last payment date and which has not
been paid to you.
PRODUCT DISCLOSURE STATEMENT • 1 SEPTEMBER 2022 / 14NAPIER PORT – TE HERENGA WAKA O AHURIRI

5.10 OTHER RELEVANT INFORMATION ABOUT THE TRUST DEED
The Trust Deed also contains a number of standard terms, including relating to:
• the role of the Bond Supervisor, and the powers and duties of the Bond Supervisor. The Bond Supervisor will not

be responsible for monitoring the application by Napier Port of the money paid by the subscribers of the Bonds;
• the process for replacement of the Bond Supervisor;
• the right of the Bond Supervisor to be indemnified;
• the payment of fees, expenses and other amounts owing to the Bond Supervisor (including that amounts owing

to the Bond Supervisor are, on a default, paid from the proceeds of enforcement before payments to Bondholders);
• the holding of meetings of Bondholders;
• the process for Bondholders to sell or transfer their Bonds (including that such sales and transfers are subject

to the terms of the Trust Deed and applicable laws, in particular that transfers that would result in the transferee
or transferor holding Bonds with a total Principal Amount of less than NZ$5,000, or in an amount that is not a multiple
of NZ$1,000, will not be allowed); and
• the process for amending the Trust Deed or the Supplemental Trust Deed. To summarise, the Trust Deed

or the Supplemental Trust Deed can be amended:
• with the consent of the Bond Supervisor; or
• under section 109 of the FMCA; or
• under section 22(7) or 37(6) of the Financial Markets Supervisors Act 2011 or any other enactment.
The Bond Supervisor must only consent to an amendment if:
• the amendment is approved by an Extraordinary Resolution of the Bondholders (or each class of Bondholders that

is or may be adversely affected by the amendment); or
• the Bond Supervisor is satisfied that the amendment does not have a material adverse effect on the Bondholders
(and the Bond Supervisor certifies to that effect and certifies, or obtains a certificate from a lawyer, that the Trust
Deed or the Supplemental Trust Deed, as amended or replaced, will comply with sections 104 to 106 of the FMCA
on the basis set out in the certificate).
You should read the Trust Deed and the Supplemental Trust Deed for further information.
NAPIER PORT fi TE HERENGA WAKA O AHURIRIPRODUCT DISCLOSURE STATEMENT • 1 SEPTEMBER 2022 / 15

6. RISKS OF INVESTING
6.1 INTRODUCTION
This section 6 describes the following potential key risk factors:
(a) general risks associated with an investment in the Bonds; and
(b) specific risks relating to Napier Port’s creditworthiness.
The selection of risks outlined in this section are based on an assessment of a combination of the probability of a risk
occurring and the potential impact of that risk if it did occur. This assessment is based on the knowledge of the directors
of Napier Port as at the date of this PDS. There is no guarantee or assurance that the importance of different risks will not
change, alter in their significance or that other risks will not emerge over time.
Where practicable, Napier Port will seek to implement risk mitigation strategies to minimise the exposure to some of the risks
outlined below, although there can be no assurance that such arrangements will fully protect Napier Port from such risks.
You should carefully consider these risks (together with the other information in this PDS and available on the Disclose
Register) before deciding to invest in the Bonds. This summary does not cover all of the risks of investing in the Bonds.
The statement of risks in this section does not take account of the personal circumstances, financial position or
investment requirements of any particular person. It is important, therefore, that before making any investment decision
you give consideration to the suitability of an investment in the Bonds in light of your individual risk profile for investments,
investment objectives and personal circumstances (including financial and taxation issues). You can seek the advice

of a financial adviser to help you make an investment decision.
6.2 GENERAL RISKS
An investment in the Bonds is subject to the following general risks.
(a) Solvency: If Napier Port becomes insolvent, there may be a shortfall of funds to pay all amounts ranking ahead of and
equally with the Bonds (including to pay the Bonds themselves). There is also a risk that any Guarantor is unable to meet

its obligations under the Guarantee in the Negative Pledge Deed when required to do so. If this occurs, this would result
in you not receiving a full return of the Principal Amount and/or any interest due and unpaid at that time.
(b) Market price: The price at which Bondholders are able to sell their Bonds before the Maturity Date may be less than
the amount they paid for the Bonds. The price of the Bonds may be affected by a number of factors, both dependent
on, or independent of, Napier Port’s creditworthiness. Independent factors may include the time remaining to the
Maturity Date, the outstanding aggregate Principal Amount of the Bonds, the level of demand for the Bonds offered
for sale in the secondary market from time to time, any legal restrictions limiting demand for Bonds, the availability

of comparable securities, the level, direction and volatility of market interest rates and market conditions generally.
(c) Liquidity: Bondholders may be unable to sell their Bonds at all due to lack of demand or because the Bonds cease
to be listed on the NZX Debt Market. There can be no assurance that a secondary market for the Bonds will develop
or of the liquidity of such a market. In the absence of a liquid secondary market for the Bonds, Bondholders may not
be able to sell their Bonds readily or at prices that will enable them to realise a yield comparable to that of similar
instruments, if any, within a developed secondary market. Even following the development of a secondary market,
and depending on market conditions and other factors, Bondholders seeking to sell relatively small or relatively
large amounts of Bonds may not be able to do so at prices comparable to those that may be available to other
Bondholders.
PRODUCT DISCLOSURE STATEMENT • 1 SEPTEMBER 2022 / 16NAPIER PORT – TE HERENGA WAKA O AHURIRI

6.3 SPECIFIC RISKS RELATING TO NAPIER PORT’S CREDITWORTHINESS
Napier Port considers that the circumstances set out below are those which could affect, either individually or in
combination, the future financial position and financial performance of Napier Port and its subsidiaries, and therefore
significantly increase the risk that Napier Port may default on its obligations under the Bonds. These circumstances, either
individually or in combination, may affect Napier Port’s ability to pay interest on, or repay, the Bonds.
(a) Significant asset damage and interruption risk
Damage and interruptions
Napier Port’s business could be impacted by a major natural event, such as a tsunami or a significant earthquake that
results in damage or destruction of Napier Port’s assets (including the Port) or major interruptions to its business.
This risk is increased due to the Port’s assets being predominantly concentrated at the main Port site in Ahuriri.
Napier Port’s assets that are built on reclaimed land are at additional risk due to liquefaction. The Port is also located
in an area at risk of earthquakes and tsunami.
A natural event that did not result in material damage to assets could still result in the shipping channel or the dredged
inner harbour becoming unusable until cleared through dredging. The shipping channel or inner harbour could also be
blocked or obstructed through, for example, a ship grounding. It could take a number of weeks, or months, to re-open
shipping access depending on the extent of the blockage and the availability of resources from third parties. During that
period, Napier Port would be restricted in its ability to operate its business and would have no recourse to business
interruption insurance if only the channel or other dredged areas, rather than any insured assets, had been affected.
In addition, weather events or patterns may adversely impact primary sector production, reducing Napier Port’s export
volumes. Losses not covered by insurance could have a material adverse effect on Napier Port’s financial condition,
results of operations and prospects.
Underinsurance
Under Napier Port’s existing insurance policy it is liable in all cases for the first NZ$25 million of loss suffered in
respect of any claims for ‘Natural Catastrophe’ events. The terms of this insurance limit the maximum claim for
‘Material Damage’ events, together with any associated ‘Business Interruption’ coverage to NZ$500 million in
aggregate. Napier Port shares the benefit, cost and risk of the first NZ$250 million of coverage under its ‘Material
Damage’ and ‘Business Interruption’ insurances with Port Nelson and South Port. In the scenario that an event
causes ‘Material Damage’ or any ‘Business Interruption’ at Napier Port as well as either or both of these co-insured
ports, Napier Port will share in this aggregate NZ$250 million layer of insurance with Port of Nelson and/or South
Port first, meaning that all of Napier Port’s loss may not be recoverable. Napier Port does not share the layer of
insurance between NZ$250 million and NZ$500 million with any other person.
The declared value for Napier Port’s assets (including Te Whiti/6 Wharf) has been assessed at an estimated value

of NZ$1,317 million. Insurance coverage does not provide complete protection against all potential hazards incidental
to Napier Port’s operations due to uninsurable risks (for example, damage to port land, damage to dredged shipping
channels, political risk and regulatory risk), policy exclusions, excesses and other limitations. Napier Port may also
decide not to insure certain assets, or against certain risks.
In the case of a natural event in which Napier Port’s insurance coverage (after any deductible) is inadequate, Napier
Port could lose the capital invested in, and anticipated future revenues relating to, any assets that are damaged
or destroyed. Napier Port may also have insufficient proceeds of insurance to make good the loss and could be
significantly underinsured in a total loss event. If Napier Port was unable to fund the remediation costs of its assets,
Napier Port’s viability would be significantly impacted.
Availability of Insurance
Insurance policies are renewed and reviewed annually and new terms, limits and premiums can apply. In recent
years, following a series of global and national natural events (including the Christchurch and Kaikoura earthquakes),
obtaining sufficient levels of coverage has become harder. As a result, Napier Port has experienced an increase in
premiums that has added material cost to the business, and an inability to increase levels of cover in some situations.
When insurance policies are renewed Napier Port may, again, face higher than expected costs of insurance, and it
may not be possible or economic to effect insurance at current levels or insurance capacity may not be available at
any price. If Napier Port is unable or unwilling to obtain or maintain insurance coverage at current levels, this could
have a material impact on Napier Port’s financial position and performance in the event of a natural disaster or other
significant event.
NAPIER PORT fi TE HERENGA WAKA O AHURIRIPRODUCT DISCLOSURE STATEMENT • 1 SEPTEMBER 2022 / 17

The financial impact from a natural event will depend on the nature and scale of the event. Napier Port believes
that the likelihood of a total loss event is low and there is limited ability to design or engineer its assets to account
for such events.
(b) Forestry sector risk
Napier Port is heavily dependent on the forestry sector, particularly logs, woodpulp and timber. This means that market
conditions for these products could have a material impact on Napier Port’s financial position and performance.

For example, this could occur because an export market (such as China) reduces its orders or reliance on New Zealand
sourced wood products thereby reducing the demand for forestry products exported through Napier Port.
These events could include:
• a reduction in export log prices, such as has been observed historically;
• forestry industry participants deciding not to harvest plantations, due to a fall in prices or other reasons;
• international demand for logs falling, such that there are no, or reduced, markets for New Zealand and

Hawke’s Bay and surrounding areas’ logs and wood products;
• forestry industry participants choosing to use other New Zealand ports to ship their logs and wood products;
• a change in the phytosanitary regulatory requirements for exporters or an increase in the cost of fumigation

or alternative treatments; and
• major weather events, fire, disease or pest issues affecting log supply.
It is not possible to determine the likelihood of a reduction in supply or demand for New Zealand and Hawke’s Bay
and surrounding areas’ logs and wood products. However, a material or prolonged downturn in supply or demand
could have a material adverse impact on Napier Port’s financial performance. Albeit, Napier Port expects that,

were a downturn in demand in the current key markets to occur, log owners would seek other markets to send cargo
to, which could limit the impact of such a downturn on its financial performance.
(c) Biosecurity risk
A significant biosecurity event could affect one or more primary industries in Hawke’s Bay who export their produce
through Napier Port, including forestry, pipfruit or meat producers. Napier Port relies on export volume from these
primary industry producers because its business is primarily focused on moving through the Port significant volumes

of export cargo.
This is a particular risk to Napier Port because its business is primarily export focused, with exports accounting for
81% of all cargo by weight transiting the Port in the 9 months to 30 June 2022
6
. In the 9 months to 30 June 2022
7
,
the export product mix included logs, woodpulp and timber (79% of export tonnes), apples and pears (5% of export
tonnes) and meat (4% of export tonnes). A significant biosecurity event could result in the supply or demand for
primary products that are exported through Napier Port being materially reduced, which could have a material impact
on our financial position and performance.
The occurrence of a biosecurity event could also increase the production costs for the growers and producers
associated with ongoing quarantine and monitoring processes, which may further impact the demand for these products
that are exported through Napier Port.
Napier Port works with the Ministry for Primary Industries to implement biosecurity controls and inspections related

to imported containers, packaging and cargo that aim to reduce the likelihood of disease or pests entering the
Hawke’s Bay region via the Port.
To date, there have not been any significant biosecurity events that Napier Port believes have materially affected
export volumes, although other areas of New Zealand have been affected by such events (such as the Queensland
fruit fly or the PSA bacterial disease that affects kiwifruit plants).
6
In FY 2021 exports accounted for 81% of all cargo by weight.
7
In FY 2021 the export product mix was: logs, woodpulp and timber 78% of export tonnes, apples and pears 6% of export tonnes,
and meat 5% of export tonnes.
PRODUCT DISCLOSURE STATEMENT • 1 SEPTEMBER 2022 / 18NAPIER PORT – TE HERENGA WAKA O AHURIRI

(d) Access to, or demand, from China and other key Asian markets
Exports to Asian markets made up 91% of Napier Port’s total exported cargo volume by weight in the 9 months

to 30 June 2022
8
(70% to China). Further, 92% of the log exports by weight from the Port were sent to China
in the 9 months to 30 June 2022
9
.
Given Napier Port’s high dependency on China and other key Asian markets for exports, the ongoing risks associated
with Covid-19 (or any other pandemic) and restrictions imposed by governments could significantly impact the
demand for cargo emanating from Napier Port and/or the volume of shipping through the Port.
If access to one or more key markets was to close, or another event occurred that adversely affected the

key markets for the cargo shipped from Napier Port, it is expected it would be possible to locate other markets over
time. However, there could be a significant delay before similar export levels to alternative destinations

are reached.
(e) Cargo customer concentration risk
Napier Port is subject to the potential loss of, or reduction in demand from, key cargo owner customers, which make
up a significant proportion of its revenue.
A significant proportion of Napier Port’s revenue is received from a small number of cargo owner customers, with
Napier Port’s largest two such customers estimated to account for approximately 16% of its total revenue in the
9 months to 30 June 2022
10
(including revenue estimated to have been derived from shipping lines in connection
with those cargo owner customers). If these customers were to reduce operations, or to close or move their cargo
volumes elsewhere, then this would have a significant impact on Napier Port’s financial position.
Napier Port seeks to mitigate this risk by negotiating long term contracts.
(f) Pandemic risk
The Covid-19 responses put in place by governments to combat the pandemic have materially disrupted the global and
domestic supply chain, including affecting the supply of labour for both Napier Port and its cargo customers, which has
reduced the frequency, regularity, and availability of cargo volume and/or capacity of cargo vessels to the Port. These
effects have reduced the cargo flows through the Port. Should further responses (or another pandemic) negatively impact
these matters then this may significantly impact Napier Port’s financial position.
(g) Council’s influence as majority shareholder
Hawke’s Bay Regional Council (through Hawke’s Bay Regional Investment Company Limited (HBRIC)) has material
influence over Napier Port because HBRIC is the majority shareholder in Napier Port. HBRIC has additional
rights under Napier Port’s constitution which protect HBRIC’s shareholding from being diluted to a less than 51%
shareholding.
If Napier Port requires shareholder approval from HBRIC to raise new equity or to borrow money
11
and HBRIC did
not agree to Napier Port issuing new equity or undertaking that borrowing, this could adversely impact Napier Port,
particularly if the additional equity or borrowings were required to refinance the Bonds. It is considered that HBRIC
would act appropriately to maintain its investment in Napier Port.
Napier Port manages this risk by continuing to review and manage its capital requirements.
8
In FY 2021 Asian markets made up 89% of Napier Port’s total exported cargo volume with exports to China being 71%.
9
In FY 2021 89% of log exports by weight from Napier Port were to China.
10
In FY 2021 Napier Port’s two largest customers comprised approximately 16% of its total revenue.
11
A borrowing that is a major transaction (i.e. exceeds 50% of Napier Port’s assets) requires approval by passing a special resolution supported
by 75% or more of shareholders. To pass such a special resolution would require HBRIC to vote in favour of that resolution.
NAPIER PORT fi TE HERENGA WAKA O AHURIRIPRODUCT DISCLOSURE STATEMENT • 1 SEPTEMBER 2022 / 19

7. TA X
7.1 RESIDENT WITHHOLDING TAX
If you are tax resident in New Zealand for the purposes of the Income Tax Act or you are not tax resident in New Zealand
but you hold your Bonds for the purposes of a business carried on through a fixed establishment in New Zealand,
resident withholding tax (RWT) will be deducted from payments of interest to you, unless you notify the Securities
Registrar that you have RWT-exempt status (as that term is defined in the Income Tax Act) and that status remains valid
on the record date for the relevant payment date.
7.2 APPROVED ISSUER LEVY
If you are not tax resident of New Zealand for the purposes of the Income Tax Act, you do not hold your Bonds for the
purposes of a business carried on through a fixed establishment in New Zealand and you receive payments of interest

on the Bonds subject to the non-resident withholding tax (NRWT) rules, an amount equal to any approved issuer levy
(AIL) payable will be deducted from payments of interest to you in lieu of deducting NRWT (except where you elect
otherwise and Napier Port agrees, or it is not possible under any law, in which case NRWT will be deducted).
If the AIL regime applies, Napier Port will apply the zero rate of AIL if practicable and permitted by law, and otherwise pay
AIL at the applicable rate. If the AIL regime changes, Napier Port reserves the right not to pay AIL and to instead deduct
NRWT. See the Trust Deed for further details.
7.3 INDEMNITY
If, in respect of any of your Bonds, Napier Port becomes liable to make any payment of, or on account of, tax payable
by you, then you will be required to indemnify Napier Port in respect of such liability. Any amounts paid by Napier Port
in relation to any such liability may be recovered from you by withholding the amount from further payments to you
in respect of Bonds. See the Trust Deed for further details.
7.4 INFORMATION
You will be required to provide tax residence, tax identification, withholding rate election and other tax information to
Napier Port or its representatives upon request. Failure to do so may result in withholding tax outcomes that differ from those
outlined in 7.1 and 7.2, including the imposition of a punitive rate of withholding tax being applied to interest paid to you.
7.5 GENERALLY
There may be other tax consequences from acquiring or disposing of the Bonds. If you have any queries relating to the
tax consequences of the investment, you should obtain professional advice on those consequences.
Taxes may affect your returns. The information set out above does not constitute tax advice to any Bondholder, is general
in nature and limited to consideration of New Zealand taxation laws in force in New Zealand as at the date of this PDS.
Future changes to these or other laws may affect the tax consequences of an investment in the Bonds.
PRODUCT DISCLOSURE STATEMENT • 1 SEPTEMBER 2022 / 20NAPIER PORT – TE HERENGA WAKA O AHURIRI

8. SELLING RESTRICTIONS
8.1 GENERAL SELLING RESTRICTIONS
The Bonds may only be offered for sale or sold in compliance with all applicable laws and regulations in New Zealand and
in any other jurisdiction in which they are offered, sold or delivered. Specific selling restrictions as of the date of this PDS
are set out below for Australia.
No action has been or will be taken by Napier Port which would permit an offer of Bonds, or possession or distribution of
any offering material, in any country or jurisdiction (including Australia) where action for that purpose is required (other than
New Zealand).
No person may purchase, offer, sell, distribute or deliver Bonds, or have in their possession, publish, deliver or distribute to
any person, any offering material or any documents in connection with the Bonds, in any jurisdiction other than in compliance
with all applicable laws and regulations and the specific selling restriction set out below. Only the Joint Lead Managers
may distribute this PDS outside New Zealand and only in compliance with the specific selling restriction set out below, and
qualifying Australian institutional investors may access the PDS at napierport.bondoffer.co.nz.
By purchasing Bonds or otherwise acquiring any Bonds, you agree to indemnify Napier Port, the Arranger, the Joint Lead
Managers, the Bond Supervisor, the Securities Registrar and their respective directors, officers, employees and agents in
respect of any loss, cost, damages, liability or expense sustained or incurred as a result of any breach by you of the selling
restrictions referred to in this section.
8.2 SPECIFIC SELLING RESTRICTIONS – AUSTRALIA
This PDS (a) does not constitute a prospectus, product disclosure statement or any other “disclosure document” for the
purposes of the Corporations Act 2001 of the Commonwealth of Australia (“Corporations Act”); (b) does not purport to
include the information required in a prospectus, product disclosure statement or other disclosure document prepared
in accordance with the requirements of the Corporations Act; (c) has not been, nor will it be, lodged with the Australian
Securities and Investments Commission (“ASIC”), the Australian Securities Exchange operated by ASX Limited or any
other regulatory body or agency in Australia; and (d) may not be provided in Australia other than to select investors
who are able to demonstrate that they (i) fall within one or more of the categories of investors under section 708 of the
Corporations Act to whom an offer may be made without disclosure under Part 6D.2 of the Corporations Act and (ii) are
“wholesale clients” for the purpose of section 761G of the Corporations Act, such that disclosure to them is not required
under Part 6D.2 and Part 7.9 of the Corporations Act (collectively “Exempt Investors”).
The Bonds may not be directly or indirectly offered for subscription or purchased or sold, and no invitations to subscribe
for, or buy, the Bonds may be issued, and no draft or definitive offering memorandum, advertisement or other offering
material relating to any Bonds may be distributed, received or published in Australia, except to Exempt Investors or
where disclosure to investors otherwise is not required under Part 6D.2 and Part 7.9 of the Corporations Act and
otherwise in compliance with all applicable Australian laws and regulations. By submitting an application for the Bonds,
each purchaser or subscriber of Bonds in Australia represents and warrants to Napier Port, the Arranger, the Joint Lead
Managers and their affiliates that such purchaser or subscriber is an Exempt Investor.
Prospective investors should not construe anything in this PDS as legal, business or tax advice nor as financial product
advice for the purposes of Chapter 7 of the Corporations Act. As any offer of Bonds under this PDS, any supplement
accompanying this PDS or any other document will be made without disclosure in Australia under Part 6D.2 and Part 7.9
of the Corporations Act, the offer of those Bonds for resale in Australia within 12 months after their issue may, under the
Corporations Act, require disclosure to investors if none of the exemptions in the Corporations Act applies to that resale.
By applying for the Bonds each purchaser or subscriber of Bonds undertakes to Napier Port, the Arranger and the Joint
Lead Managers that such purchaser or subscriber will not, for a period of 12 months from the date of issue or purchase
of the Bonds, offer, transfer, assign or otherwise alienate those Bonds, or grant, issue or transfer interests in or options
over them, to investors in Australia except in circumstances where disclosure to investors is not required under the
NAPIER PORT – TE HERENGA WAKA O AHURIRIPRODUCT DISCLOSURE STATEMENT • 1 SEPTEMBER 2022 / 21

Corporations Act or where a compliant disclosure document is prepared and lodged with ASIC.
If you (or any person for whom you are acquiring the Bonds) are in Australia, you (and any such person) represent that
you (and any such person) are:
(a) one of the following:
(i) a “sophisticated investor” within the meaning of section 708(8) of the Corporations Act; or
(ii) a “professional investor” within the meaning of section 708(11) of the Corporations Act; and
(b) a “wholesale client” within the meaning of section 761G of the Corporations Act.
PRODUCT DISCLOSURE STATEMENT • 1 SEPTEMBER 2022 / 22NAPIER PORT – TE HERENGA WAKA O AHURIRI

9. WHO IS INVOLVED?
NameRole
IssuerNapier Port Holdings LimitedIssuer of the Bonds.
SupervisorPublic TrustThe Bond Supervisor holds certain covenants on trust
for the benefit of the Bondholders, including the right to
enforce Napier Port’s obligations under the Bonds.
ArrangerCraigs Investment Partners LimitedProvides advice and assistance to Napier Port in arranging
the Offer.
Joint Lead
Managers
Craigs Investment Partners Limited
Forsyth Barr Limited
Jarden Securities Limited
Westpac Banking Corporation

(ABN 33 007 457 141)
(acting through its New Zealand
branch)
Assist with the Bookbuild for the Offer, and marketing and
distribution of the Bonds.
This PDS does not constitute financial advice from the
Arranger, any Joint Lead Manager or any of their respective
directors, officers, employees, agents or advisers to
purchase any Bonds.
The Joint Lead Managers will assist with the Bookbuild for
the Offer and with the marketing and distribution of the
Offer. Except as described above, the Joint Lead Managers
are not otherwise involved in the Offer.
None of the Arranger, the Joint Lead Managers and their
respective directors, employees, agents and advisers have
independently verified the content of this PDS.
Securities RegistrarLink Market Services LimitedMaintains the register of Bondholders.
Solicitors to IssuerSimpson GriersonProvides legal advice to Napier Port in respect of the Offer.
Solicitors to Bond
Supervisor
Lane NeaveProvides legal advice to the Bond Supervisor in respect

of the Offer.
NAPIER PORT – TE HERENGA WAKA O AHURIRIPRODUCT DISCLOSURE STATEMENT • 1 SEPTEMBER 2022 / 23

10. HOW TO COMPLAIN
Complaints about the Bonds can be directed to Napier Port at:
Napier Port Holdings Limited at:

Breakwater Road
Napier 4140
Telephone: +64 (6) 833 4400

Email: info@napierport.co.nz
or to the Bond Supervisor at:
Public Trust

Manager Client Services
Corporate Trustee Services
Level 16, SAP Tower
151 Queen Street
Auckland 1010
Telephone number: 0800 371 471

Email: cts.enquiry@publictrust.co.nz
The Bond Supervisor is a member of an external, independent dispute resolution scheme operated by Financial Services
Complaints Limited (FSCL) and approved by the Ministry of Consumer Affairs.
If Napier Port and the Bond Supervisor have not been able to resolve your issue, you can refer the matter to FSCL

by emailing complaints@fscl.org.nz, or calling FSCL on 0800 347 257, or by completing the complaints form online
at www.fscl.org.nz/about-us/complaints/complaint-form/, or by writing to FSCL at PO Box, 5967, Wellington 6145.
The scheme will not charge a fee to any complainant to investigate or resolve a complaint.
Complaints may also be made to the Financial Markets Authority through their website www.fma.govt.nz.
PRODUCT DISCLOSURE STATEMENT • 1 SEPTEMBER 2022 / 24NAPIER PORT – TE HERENGA WAKA O AHURIRI

11. WHERE YOU CAN FIND
MORE INFORMATION
11.1 DISCLOSE REGISTER
More information relating to Napier Port and the Bonds is available free of charge on the Disclose Register (for example,
financial statements). The Disclose Register can be accessed at www.disclose-register.companiesoffice.govt.nz,
offer number 13364.
The information contained on the Disclose Register includes a copy of the Trust Deed (including the Supplemental Trust
Deed and the conditions of the Bonds) and the Negative Pledge Deed.
A copy of the information on the Disclose Register is available on request to the Registrar of Financial Service Providers
at email: registrar@fspr.govt.nz.
11.2 COMPANIES OFFICE
More information relating to Napier Port is also available on the public register at the Companies Office of the Ministry of
Business, Innovation and Employment. This information can be accessed free of charge on the Companies Office website
(www.companiesoffice.govt.nz/companies).
11.3 NZX DISCLOSURES
Napier Port is subject to a disclosure obligation in relation to its shares that requires it to notify certain material
information to the NZX for the purpose of that information being made available to participants in the market.

Napier Port’s page on the NZX website, which includes information made available under the disclosure obligations
referred to above, can be found free of charge at www.nzx.com/companies/NPH.
11.4 INVESTOR CENTRE
Napier Port’s investor centre website (www.napierport.co.nz/investor-centre) also contains useful information.
NAPIER PORT – TE HERENGA WAKA O AHURIRIPRODUCT DISCLOSURE STATEMENT • 1 SEPTEMBER 2022 / 25

12. HOW TO APPLY
12.1 SHAREHOLDER PRIORITY OFFER
If you are an Eligible Shareholder you may apply for Bonds in the Shareholder Priority Offer. Should you wish to apply
for Bonds and you are an Eligible Shareholder, you must apply online at napierport.bondoffer.co.nz. You will be
required to download a copy of this PDS as part of that online process. To complete your application in the Shareholder
Priority Offer you will need your common shareholder number (CSN) and your shareholder priority offer number

(you will have received your shareholder priority offer number via email from the Securities Registrar) to establish that
you are an Eligible Shareholder.
12.2 OTHER APPLICATIONS
Outside of the Shareholder Priority Offer, all of the Bonds offered under the Offer (including any oversubscriptions)
have been reserved for clients of the Joint Lead Managers, Primary Market Participants and other approved financial
intermediaries and institutional investors invited to participate in a bookbuild conducted by the Joint Lead Managers
and will be allocated to those person by Napier Port in conjunction with the Joint Lead Managers. There is no public
pool for the Bonds. This means you can only apply for Bonds through a Primary Market Participant or approved financial
intermediary who has obtained an allocation. You can find a Primary Market Participant by visiting

www.nzx.com/services/market-participants/find-a-participant.
The Primary Market Participant or approved financial intermediary will:
(a) provide you with a copy of this PDS (if you have not already received a copy);
(b) explain what you need to do to apply for the Bonds; and
(c) explain what payments need to be made by you (and by when).
Your financial adviser will be able to advise you as to what arrangements will need to be put in place for you to trade
the Bonds (including obtaining a CSN), an authorisation code (FIN) and opening an account with a Primary Market
Participant) as well as the costs and timeframes for putting such arrangements in place.
PRODUCT DISCLOSURE STATEMENT • 1 SEPTEMBER 2022 / 26NAPIER PORT – TE HERENGA WAKA O AHURIRI

13. CONTACT INFORMATION
ISSUER
Napier Port Holdings Limited
Breakwater Road
Napier 4140
Telephone: +64 (6) 833 4400
BOND SUPERVISOR
Public Trust
Level 16, SAP Tower
151 Queen Street
Auckland 1010
Telephone: 0800 371 471
ARRANGER AND
JOINT LEAD MANAGER
Craigs Investment Partners Limited
Level 32, Vero Centre
48 Shortland Street
Auckland 1010
Telephone: 0800 226 263
JOINT LEAD MANAGERS
Forsyth Barr Limited
Level 23, Shortland & Fort
88 Shortland Street
Auckland 1010
Telephone: 0800 367 227
Jarden Securities Limited

Level 32, PwC Tower
15 Customs Street West
Commercial Bay
Auckland 1010
Telephone: 0800 005 678
Westpac Banking Corporation

(ABN 33 007 457 141) (acting through its New Zealand branch)
Level 8
16 Takutai Square
Auckland 1010
Telephone: 0800 772 142
SECURITIES REGISTRAR
Link Market Services Limited
Level 30, PwC Tower
15 Customs Street West
Commercial Bay
Auckland 1010
Telephone: +64 (9) 375 5998
NAPIER PORT – TE HERENGA WAKA O AHURIRIPRODUCT DISCLOSURE STATEMENT • 1 SEPTEMBER 2022 / 27

GLOSSARY
NZ$New Zealand dollars.
Allotment DateFriday, 23 September 2022.
ArrangerCraigs Investment Partners Limited.
Bond SupervisorPublic Trust or such other supervisor as may hold office as supervisor under the Trust Deed from
time to time.
Bondholder or youA person whose name is entered in the Register as a holder of a Bond.
BondsThe bonds constituted and issued pursuant to the Trust Deed and offered pursuant to this PDS.
BookbuildA bookbuild is a process whereby a margin is determined by reference to bids from market
participants for an allocation of Bonds at different margins.
Business DayA day (other than a Saturday or Sunday) on which registered banks are generally open for business
in Auckland and Wellington.
Closing Date12:00pm, Friday, 16 September 2022.
Disclose RegisterThe online offer register maintained by the Companies Office and the Registrar of Financial
Service Providers known as ‘Disclose’, which can be accessed at www.disclose-register.
companiesoffice.govt.nz, offer number 13364.
EBITDAThe net profit of the Napier Port Group for the previous 12 month period before taking account of finance
costs, income tax, depreciation, amortisation and exceptional items and impairment charges.
Eligible ShareholderA person who is recorded in the share register of Napier Port as being a registered holder of a fully
paid ordinary share in Napier Port as at 5:00pm on Friday, 9 September 2022, and whose address
is either:
• recorded in the share register as being in New Zealand; or
• recorded in the share register as being in Australia and the shareholder is an institutional
shareholder.
Event of DefaultEach event set out in Schedule 1, condition 17 of the Trust Deed and in section 19 of the Schedule
of the Supplemental Trust Deed, some of which are summarised in section 5 of this PDS

(Key features of the Bonds).
Extraordinary
Resolution
A resolution passed with the support of Bondholders holding not less than 75% of the aggregate
Principal Amount of Bonds held by those persons voting.
First Interest Payment
Date
Friday, 23 December 2022.
FMCAFinancial Markets Conduct Act 2013.
FYA financial year ending in the year specified (e.g. FY 2021).
GuaranteeThe guarantee and indemnity contained in the Negative Pledge Deed.
Guaranteeing GroupNapier Port and each Guarantor.
GuarantorsAny guarantors of the Bonds from time to time under the Negative Pledge Deed, being, as at the
Issue Date, Port of Napier Limited.
Guarantors may change from time to time as described in section 5 of this PDS (Key Features

of the Bonds).
Income Tax ActIncome Tax Act 2007.
Inland RevenueThe New Zealand Inland Revenue Department.
Interest Payment
Dates
Quarterly in arrear on 23 March, 23 June, 23 September and 23 December in each year

(or if that scheduled day is not a Business Day, the next Business Day) until and including the
Maturity Date, with the First Interest Payment Date being Friday, 23 December 2022.
PRODUCT DISCLOSURE STATEMENT • 1 SEPTEMBER 2022 / 28NAPIER PORT – TE HERENGA WAKA O AHURIRI

Interest PeriodEach period beginning on, and including, an Interest Payment Date (or the Issue Date) and ending
on, but excluding, the next Interest Payment Date (or the Maturity Date).
Interest RateThe interest rate per annum payable on the Principal Amount of the Bonds, as announced

by Napier Port through NZX on the Rate Set Date.
Issue Date Friday, 23 September 2022.
Issue MarginThe issue margin determined by Napier Port in conjunction with the Joint Lead Managers following

the Bookbuild for the Offer as announced by Napier Port through NZX on the Rate Set Date.
Joint Lead ManagersCraigs Investment Partners Limited, Forsyth Barr Limited, Jarden Securities Limited and Westpac
Banking Corporation (ABN 33 007 457 141) (acting through its New Zealand branch).
Maturity DateThursday, 23 March 2028.
Napier Port GroupNapier Port and each of its subsidiaries.
Negative Pledge DeedThe Negative Pledge Deed dated 11 July 2019 entered into between the Guaranteeing Group

for the benefit of certain beneficiaries (as amended from time to time).
NZXNZX Limited.
NZX Debt MarketThe debt security market operated by NZX.
NZX Listing RulesThe listing rules of NZX, as amended from time to time.
NZX Main BoardThe main registered market for trading equity securities operated by NZX.
NZX Participant RulesThe NZX Participant Rules made by the NZX from time to time.
OfferThe offer of Bonds made by Napier Port under this PDS.
Opening DateMonday, 12 September 2022.
PDSThis product disclosure statement.
PortThe main physical site of Napier Port’s operations located at Ahuriri.
Primary Market
Participant
Has the meaning given to that term in the NZX Participant Rules as amended from time to time.
Principal AmountNZ$1.00 per Bond.
Rate Set DateFriday, 16 September 2022.
RegisterThe register in respect of the Bonds maintained by the Securities Registrar.
Securities RegistrarLink Market Services Limited.
Supplemental Trust
Deed
The supplemental deed dated 31 August 2022 between Napier Port and the Bond Supervisor
setting out the terms and conditions of the Bonds (as amended or supplemented from time to time),
a copy of which is available on the Disclose Register.
Swap RateThe mid-market swap rate of a term matching the period from the Issue Date to the Maturity Date,
as calculated by Napier Port in conjunction with the Joint Lead Managers on the Rate Set Date in
accordance with market convention, by reference to Bloomberg page ICNZ4 (or any successor
page) (rounded to 2 decimal places if necessary, with 0.005 rounded up).
Test Dates31 March and 30 September in each calendar year, with the first Test Date being Friday,

30 September 2022.
Total Tangible AssetsAt any date, the aggregate amount of all assets (excluding intangibles assets classified as such
under generally accepted accounting practice as defined in section 8 of the Financial Reporting Act
2013) of the Napier Port Group which would be disclosed in the annual financial statements for the
Napier Port Group if they were prepared for the Napier Port Group as at that date.
Trust DeedThe Master Trust Deed dated 30 August 2022 between Napier Port and the Bond Supervisor
pursuant to which certain bonds, including the Bonds, may be issued (as amended or supplemented
from time to time), a copy of which is available on the Disclose Register, and where the context
requires, includes the Supplemental Trust Deed.
NAPIER PORT – TE HERENGA WAKA O AHURIRIPRODUCT DISCLOSURE STATEMENT • 1 SEPTEMBER 2022 / 29

napierport.co.nz

Napier Port

---

NAPIER PORT HOLDINGS LIMITED
INDICATIVE
TERMS SHEET
UNSECURED, UNSUBORDINATED,
FIXED RATE 5.5 YEAR BONDS MATURING
ON 23 MARCH 2028
1 SEPTEMBER 2022
JOINT LEAD MANAGERSARRANGER AND JOINT LEAD MANAGER

NAPIER PORT HOLDINGS LIMITED
UNSECURED, UNSUBORDINATED,
FIXED RATE 5.5 YEAR BONDS
This indicative terms sheet (Terms Sheet) sets out the key terms of the offer by Napier Port Holdings Limited (Napier Port)
of up to NZ$75,000,000 (inclusive of the Shareholder Priority Offer and with the ability to accept oversubscriptions of up to an
additional NZ$25,000,000 at the discretion of Napier Port) of unsecured, unsubordinated, fixed rate 5.5 year bonds (Bonds)
maturing on Thursday, 23 March 2028. The Bonds will be issued under a master trust deed dated 30 August 2022 (as amended
from time to time) (Master Trust Deed) and supplemented by a supplemental deed dated 31 August 2022 (Supplemental
Trust Deed) entered into between Napier Port and Public Trust as supervisor (Supervisor) (together, the Trust Documents).
IMPORTANT NOTICE
This document gives you important information about this investment to help you decide whether you want to invest and should
be read together with the product disclosure statement (PDS) for the Bonds dated Thursday, 1 September 2022. There is other
useful information about this offer at www.disclose-register.companiesoffice.govt.nz, offer number 13364.
The PDS is also available at www.napierport.co.nz/investor-centre and can also be obtained from any Joint Lead Manager,

or your usual financial advice provider. Investors must obtain, and should read and carefully consider, a copy of the PDS before
they apply for Bonds.
Unless the context otherwise requires, capitalised terms used in this Terms Sheet have the same meaning given to them in the
Trust Documents.
IssuerNapier Port Holdings Limited (Napier Port).
Description of the
Bonds
Unsecured, unsubordinated, fixed rate 5.5 year bonds.
Issue amountUp to NZ$75,000,000 of Bonds (inclusive of the Shareholder Priority Offer and with the ability
to accept oversubscriptions of up to an additional NZ$25,000,000 at Napier Port’s discretion
(Offer).
The Offer is not underwritten and is not conditional on raising a minimum amount.
Shareholder Priority
Offer
Eligible Shareholders can apply for Bonds through the Shareholder Priority Offer.
The amount of the Bonds allocated in the Shareholder Priority Offer will be determined during the
bookbuild process by Napier Port in consultation with the Joint Lead Managers. 
Eligible Shareholders may apply for an allocation of Bonds in the Shareholder Priority Offer from
the Opening Date up until the Shareholder Priority Offer Closing Date.
There is no guarantee that a shareholder will receive all of the Bonds for which it has applied.
Napier Port may, in its absolute discretion, determine whether to accept or scale any application
without giving any reason.
Eligible Shareholder An Eligible Shareholder is a person who is recorded in the share register of Napier Port

as being a registered holder of a fully paid ordinary share in Napier Port as at 5:00pm on Friday,
9 September 2022, and whose address is either:
• recorded in the share register as being in New Zealand; or
• recorded in the share register as being in Australia and is an institutional shareholder.
Term and Maturity Date5.5 years, maturing on Thursday, 23 March 2028.
PDS registeredThursday, 1 September 2022.
Eligible Shareholder
record date
5:00pm, Friday, 9 September 2022.
NAPIER PORT – TE HERENGA WAKA O AHURIRIINDICATIVE TERMS SHEET • 1 SEPTEMBER 2022 / 1

Opening DateMonday, 12 September 2022.
Shareholder Priority
Offer Closing Date
12:00pm, Thursday, 15 September 2022.
Closing Date12:00pm, Friday, 16 September 2022.
Rate Set DateFriday, 16 September 2022.
Issue Date and
Allotment Date
Friday, 23 September 2022.
Expected Date of initial
quotation and trading
of the Bonds on the
NZX Debt Market
Monday, 26 September 2022.
Issue price and
Principal Amount
NZ$1.00 per Bond, being the Principal Amount of each Bond.
Who may apply?There is no public pool for the Bonds. If you are an Eligible Shareholder you may apply for Bonds in
the Shareholder Priority Offer. In order to apply for Bonds as an Eligible Shareholder you will need
to follow the instructions in the PDS.
Outside of the Shareholder Priority Offer, all Bonds (including any oversubscriptions) have been
reserved for subscription by clients of the Joint Lead Managers, Primary Market Participants and

other approved financial intermediaries and institutional investors invited to participate in a Bookbuild
to be conducted by the Joint Lead Managers.
Napier Port may scale any application (including any application under the Shareholder Priority
Offer) at its discretion, but will not scale any application to below NZ$5,000 or to an amount that
is not a multiple of NZ$1,000. Napier Port reserves the right to accept or reject any application for
Bonds (including any application under the Shareholder Priority Offer) without giving any reason.
No credit ratingNapier Port and the Bonds will not be credit rated.
PurposeThe net proceeds of the Offer will be used to repay a portion of Napier Port’s existing debt and

for general corporate purposes. The Bonds will provide Napier Port with additional diversity
of funding and tenor.
SecurityThe Bonds are not secured against any assets of Napier Port or any other member of the Napier
Port Group.
GuaranteeThe Bonds will be guaranteed by the Guarantors under the Negative Pledge Deed dated 11 July
2019 (as amended from time to time). As at the date of this Term Sheet, the sole Guarantor is

Port of Napier Limited, a wholly owned subsidiary of Napier Port.
Pursuant to the terms of the Supplemental Trust Deed, Napier Port has agreed that the Total
Tangible Assets and EBITDA of the Guaranteeing Group will not be less than 90% of the Total
Tangible Assets and 90% of EBITDA of the consolidated Napier Port Group.
Ranking of BondsOn a liquidation of Napier Port, the Bonds will rank equally with Napier Port’s other unsecured and
unsubordinated obligations and will:
• rank after liabilities secured over assets (if any) of Napier Port and liabilities preferred by law;
• rank equally with all other unsecured and unsubordinated liabilities of Napier Port; and
• rank ahead of any subordinated liabilities and claims of shareholders.
On a liquidation of a Guarantor, the obligations of the Guarantor under the Negative Pledge Deed
will rank as unsecured and unsubordinated obligations of that Guarantor.
NAPIER PORT – TE HERENGA WAKA O AHURIRIINDICATIVE TERMS SHEET • 1 SEPTEMBER 2022 / 2

Further indebtednessNapier Port may, without the consent of Bondholders, issue additional securities or incur other
debt obligations on such other terms and conditions as Napier Port may think fit.
Interest RateThe Bonds will pay a fixed rate of interest until the Maturity Date.
The Interest Rate will be determined by Napier Port in conjunction with the Joint Lead Managers
following the bookbuild process and will be set at the sum of the Swap Rate and the Issue Margin
or, if greater, any applicable minimum Interest Rate announced via NZX.
Any such minimum Interest Rate will be determined by Napier Port in conjunction with the Joint
Lead Managers and (as applicable) announced via NZX on or about Monday, 12 September 2022.
The Interest Rate will be announced by Napier Port through NZX on the Rate Set Date.
Interest will accrue from the Issue Date of the Bonds.
No interest is payable on funds received prior to the Issue Date.
Swap RateThe mid-market swap rate for a term matching the period from the Issue Date to the Maturity Date,
as calculated by Napier Port in conjunction with the Joint Lead Managers on the Rate Set Date

in accordance with market convention, by reference to Bloomberg page ICNZ4 (or any successor
page) (rounded to 2 decimal places if necessary, with 0.005 rounded up).
Payment of interestInterest shall be paid quarterly in arrear on 23 March, 23 June, 23 September and 23 December
(each an Interest Payment Date) each year (or if that scheduled day is not a Business Day, the next
Business Day without adjustment, interest or further payment as a result thereof) until and including
the Maturity Date, with the first interest payment date being Friday, 23 December 2022.
Interest payments and
entitlements
Payments of interest on Interest Payment Dates will be of equal quarterly amounts. Any interest

on the Bonds payable on a date which is not an Interest Payment Date, will be calculated based
on the number of days in the relevant period and a 365-day year.
On Interest Payment Dates, interest will be paid to the person registered as the Bondholder

as at the record date immediately preceding the relevant Interest Payment Date.
The record date for interest payments is 5:00pm on the date that is 10 days before the relevant
scheduled Interest Payment Date. If the record date falls on a day which is not a Business Day,

the record date will be the immediately preceding Business Day.
Financial covenantThe Supplemental Trust Deed contains the following financial covenant:
• the ratio of Total Debt of the Napier Port Group to EBITDA of the Napier Port Group shall not
exceed 4.50 times on each semi-annual test date.
An Event of Default occurs if on two successive semi-annual test dates this covenant is breached,
subject to a grace period of 20 Business Days. The first test date for this financial covenant will

be on Friday, 30 September 2022.
Negative Pledge DeedThe Negative Pledge Deed contains a negative pledge which provides that Napier Port and each
Guarantor will not create or permit to subsist any security over their assets other than certain
permitted security interests which are described in the Negative Pledge Deed. Napier Port and
each Guarantor may, in addition, from time to time create or permit to subsist other security
interests over their assets provided that the aggregate principal amount secured by all such other
security interests does not exceed 10% of the Total Tangible Assets of the consolidated Napier
Port Group.
Early redemptionNeither you nor Napier Port are able to redeem the Bonds prior to the Maturity Date. However,
Napier Port may be required to repay the Bonds early if there is an Event of Default (as described
in the PDS).
NAPIER PORT – TE HERENGA WAKA O AHURIRIINDICATIVE TERMS SHEET • 1 SEPTEMBER 2022 / 3

BrokerageApplicants are not required to pay brokerage or other charges to Napier Port in relation to
allocations under the Offer.
Napier Port will pay brokerage of 0.50% on Bonds allotted to retail investors only and a firm fee
of 0.25% on firm allotments. No brokerage or firm fees will be paid on allotments made in the
Shareholder Priority Offer.
ISINNZNPHD0010L9
Quotation on the NZX
Debt Market
Application has been made to NZX for permission to quote the Bonds on the NZX Debt Market
and all the requirements of NZX relating to that quotation that can be complied with on or before
the date of distribution of this Terms Sheet have been complied with. However, the Bonds have not
yet been approved for trading and NZX accepts no responsibility for any statement in this Terms
Sheet. NZX is a licensed market operator, and the NZX Debt Market is a licensed market, under
the Financial Markets Conduct Act 2013.
NZX Ticker code NPH010 has been reserved for the Bonds.
If you wish to sell your Bonds on the NZX Debt Market, after confirming your allocation, you must
contact a Primary Market Participant or your financial adviser. Your financial adviser will be able
to advise you as to what arrangements will need to be put in place for you to trade the Bonds,
including obtaining a common shareholder number (CSN), an authorisation code (FIN) and
opening an account with a Primary Market Participant, as well as the costs and timeframes

for putting such arrangements in place.
Minimum application
amount and minimum
holding
NZ$5,000 and multiples of NZ$1,000 thereafter.
Transfer restrictionsNapier Port may decline to accept or register a transfer of the Bonds if the transfer would result

in the transferor or the transferee holding or continuing to hold Bonds with a Principal Amount
of less than NZ$5,000 (if not zero) or if the transfer is not in multiples of NZ$1,000.
Repo eligibilityThe Bonds are not eligible securities for Domestic Market Operations.
Governing lawNew Zealand.
ArrangerCraigs Investment Partners Limited.
Joint Lead ManagersCraigs Investment Partners Limited, Forsyth Barr Limited, Jarden Securities Limited and Westpac
Banking Corporation (ABN 33 007 457 141) (acting through its New Zealand branch).
Supervisor Public Trust.
Securities RegistrarLink Market Services Limited.
Selling restrictionsThe Bonds may only be offered for sale or sold in compliance with all applicable laws and
regulations in New Zealand and in any other jurisdiction in which they are offered, sold or delivered.
Specific selling restrictions for Australia are set out in the PDS.
No action has been or will be taken by Napier Port which would permit an offer of Bonds,

or possession or distribution of any offering material, in any country or jurisdiction (including
Australia) where action for that purpose is required (other than New Zealand).
No person may purchase, offer, sell, distribute or deliver Bonds, or have in their possession,
publish, deliver or distribute to any person, any offering material or any documents in connection
with the Bonds, in any jurisdiction other than in compliance with all applicable laws and regulations.
By purchasing Bonds or otherwise acquiring any Bonds, each Bondholder agrees to indemnify
Napier Port, the Arranger, the Joint Lead Managers, the Supervisor and the Securities Registrar
and their respective directors, officers, employees and agents in respect of any loss, cost,
damages, liability or expense sustained or incurred by any of them as a result of the breach

by the Bondholder of these selling restrictions.
NAPIER PORT – TE HERENGA WAKA O AHURIRIINDICATIVE TERMS SHEET • 1 SEPTEMBER 2022 / 4

OTHER INFORMATION
The dates set out in this Terms Sheet are indicative only and subject to change. Napier Port may in its absolute discretion and
without notice, determine to vary the timetable for the Offer (including by opening or closing the Offer early, accepting late
applications and extending the Closing Date). Changes will be advised by way of announcement through NZX.
Napier Port reserves the right to cancel the Offer described in this Terms Sheet and the issue of the Bonds, in which case

all application monies received will be refunded (without interest) as soon as practicable. No interest will be paid on refunds.
Copies of the Trust Documents will be available at Napier Port’s website at www.napierport.co.nz/investor-centre
Any internet site addresses provided in this Terms Sheet are for reference only and, except as expressly stated otherwise,

the content of any such internet site is not incorporated by reference into, and does not form part of, this Terms Sheet.
Investors should seek qualified independent financial and taxation advice before deciding to invest. In particular, you should
consult your tax adviser in relation to your specific circumstances. Investors will also be personally responsible for ensuring
compliance with relevant laws and regulations applicable to them (including any required registrations), for all tax return filing
obligations in respect of their investment in the Bonds, compliance with the financial arrangements rules (if applicable) and
payment of provisional or terminal tax (if required) on interest derived.
For further information regarding Napier Port, visit www.nzx.com/companies/NPH.
NAPIER PORT fi TE HERENGA WAKA O AHURIRIINDICATIVE TERMS SHEET • 1 SEPTEMBER 2022 / 5

napierport.co.nz

Napier Port

---

September 2022
RETAIL BOND
INVESTOR PRESENTATION

2
IMPORTANT NOTICE AND DISCLAIMER
This presentation has been prepared by Napier Port Holdings Limited (together with Port of Napier Limited, "Napier
Port"). This presentation is being provided to you on the basis that you are, and you represent and warrant that you are,
a person to whom the provision of the information in this presentation is permitted by the applicable laws and regulations
of the jurisdiction in which you are situated without the need for registration, lodgement or approval of a formal disclosure
document or any other filing or formality in accordance with the laws of that foreign jurisdiction.
Information only; No reliance: This presentation is for information purposes only and you should not rely on this
presentation. This presentation does not purport to contain all of the information that you may require or be complete.
The historical information in this presentation is, or is based upon, information that has been released to NZX Limited
("NZX"). This presentation should be read in conjunction with Napier Port's other periodic and continuous disclosure
announcements, which are available at www.nzx.com.
The information in this presentation does not constitute a personal recommendation or service or take into account the
particular needs of any recipient. The information in this presentation should be considered in the context of the
circumstances prevailing at the date and time of the presentation and is subject to change without notice. No person is
under any obligation to update this presentation nor to provide you with further information about Napier Port. This
presentation does not constitute or form part of an offer to sell, or a solicitation of an offer to buy, any shares, securities
or financial products in any jurisdiction. This presentation has not been and will not be filed with or approved by any
regulatory authority in New Zealand or any other jurisdiction.
Investment risk: An investment in securities in Napier Port is subject to investment and other known and unknown risks,
some of which are beyond the control of Napier Port. Napier Port does not guarantee any particular rate of return or the
performance of Napier Port.
No liability: Napier Port, its shareholders, their respective advisers and affiliates, and each of their respective directors,
shareholders, partners, officers, employees and representatives accept no responsibility or liability for, and make no
representation, warranty or undertaking, express or implied, as to, the fairness, accuracy, reliability or completeness of,
and to the maximum extent permitted by law hereby disclaim and shall have no liability whatsoever (including, without
limitation, arising from fault or negligence or otherwise) for any loss or liability arising from, this presentation or any
information contained, referred to or reflected in it or supplied or communicated orally or in writing to you or any other
person. The information in this presentation has not been independently verified or audited.
Financial data: All dollar values are in New Zealand dollars (NZ$ or NZD) unless otherwise stated. Any financial
information provided in this presentation is for illustrative purposes only and is not represented as being indicative of
Napier Port's views on its future financial condition and/or performance.
Investors should be aware that certain financial data included in this presentation are 'non-GAAP financial measures'.
Investors are cautioned not to place undue reliance on any non-GAAP financial measures included in this presentation,
they do not have a standardised meaning prescribed by New Zealand Generally Accepted Accounting Standards and,
therefore, may not be comparable to similarly titled measures presented by other entities, nor should they be construed
as an alternative to other financial measures determined in accordance with New Zealand Generally Accepted
Accounting Standards.
Past performance: Any past performance information given in this presentation is given for illustrative purposes only
and should not be relied upon as (and is not), a promise, representation, warranty or guarantee as to the past, present
or the future performance of Napier Port.
Future performance: This presentation contains "forward-looking statements", which include all statements other than
statements of historical facts, including, without limitation, any statements preceded by, followed by or that include the
words "targets", "believes", "expects", "aims", "intends", "will", "may", "anticipates", "would", "could" or similar
expressions or the negative thereof. Indications of, and guidance or outlook on, future earnings or financial position or
performance are also forward-looking statements. Such forward-looking statements involve known and unknown risks,
uncertainties and other important factors beyond the control of Napier Port that could cause the actual results,
performance or achievements of Napier Port to be materially different from future results, performance or achievements
expressed or implied by such forward-looking statements. No assurances can be given that the forward-looking
statements referred to in this presentation will be realised. Given these uncertainties, you are cautioned not to rely on
such forward-looking statements.
Confidentiality and copyright: This presentation is strictly confidential and is intended for the exclusive benefit of the
person to which it is presented. This presentation should not be copied, reproduced or redistributed without the prior
written consent of Napier Port. Distribution of this presentation may be restricted or prohibited by law. The copyright of
this presentation and the information contained in it is vested in Napier Port.
Acceptance: For purposes of this Notice, "presentation" shall mean the slides, the oral presentation of the slides by
Napier Port, any question-and-answer session that follows that oral presentation, hard copies of this document and any
materials distributed at, or in connection with, that presentation. By attending an investor or analyst presentation or
briefing, or accepting, accessing or reviewing this presentation, you acknowledge and agree to the terms set out in this
Notice.

3
PRESENTING TODAY
TODD DAWSON
CHIEF EXECUTIVE
KRISTEN LIE
CHIEF FINANCIAL OFFICER

4
RETAIL BOND OFFER
KEY TERMS
IssuerNapier Port Holdings Limited (Napier Port)
DescriptionUnsecured, unsubordinated, fixed rate bonds (Bonds)
Issue Amount
Up to $75,000,000 (inclusive of the Shareholder Priority Offer and with the ability to accept oversubscriptions of up to an additional $25,000,000 at Napier
Port’s discretion)
Purpose
The net proceeds of the offer will be used to repay a portion of Napier Port’s existing debt and for general corporate purposes
The Bonds will provide Napier Port with additional diversity of funding and tenor
TermThe Bonds will be issued on 23 September 2022 for a term of 5.5 years, maturing on 23 March 2028
Interest Rate
TheBondswillpayafixedrateofinterestuntiltheMaturityDate
TheInterestRatewillbedeterminedbyNapierPortinconjunctionwiththeJointLeadManagersfollowingtheBookbuildandwillbesetatthesumofthe
SwapRateandtheIssueMarginor,ifgreater,anyapplicableminimumInterestRateannouncedviaNZX
AnysuchminimumInterestRateandtherangeoftheindicativeIssueMarginwillbedeterminedbyNapierPortinconjunctionwiththeJointLeadManagers
andannouncedviaNZXonMonday,12September2022
The Interest Rate will be announced by Napier Port via NZX on the Rate Set Date
Credit ratingBoth the Bonds and Napier Port are unrated
QuotationNZX Debt Market under the ticker NPH010
Arranger and Joint Lead
Managers
Craigs Investment Partners Limited (Craigs) is acting as arranger (Arranger). Craigs, Forsyth Barr Limited, Jarden Securities Limited and Westpac Banking
Corporation (ABN 33 007 457 141) (acting through its New Zealand branch) are acting as Joint Lead Managers

OVERVIEW OF NAPIER PORT

6
Exports
81%
Imports
19%
Container
Services
60%
Bulk Cargo
38%
Other
2%
OVERVIEW OF NAPIER PORT
OPERATIONAL HIGHLIGHTS
50 HECTARES OF ON
SITE PORT LAND
4
TH
NEW ZEALAND’S
FOURTH LARGEST
CONTAINER PORT
6
SIX WHARVES
PROVIDING 7
COMMERCIAL BERTHS
SIX MOBILE HARBOUR
CRANES
12.3HA OF LAND IN
WHAKATU FOR FUTURE
DEVELOPMENT
36,600 SQUARE METRES
OF WAREHOUSING
THREE TUGS
~5.9 MILLION TONNES OF
CARGO HANDLED
$109.5M
FY21 REVENUE
ONE MOBILE LOG
DEBARKER
10 HECTARES OF
DEDICATED LOG
STORAGE
INLAND FREIGHT HUB IN
MANAWATU
with a 1.9ha container
yard, a warehousing
facility, road and rail
connections
▪New Zealand’s fourth largest port by container volume
1
▪Situated on the main transit route for international shipping services, and
connected to core national road and rail networks
▪Provides a number of different revenue streams across container services,
bulk cargo and cruise
▪Majority of cargo owners are located within 100 km of Napier Port
$109.5m
Revenue Composition (FY21)Trade Composition (FY21)
~4.0m bulk
cargo tonnes
276,000
TEUs²
1)Deloitte New Zealand Ports and Freight Yearbook 2022
2)TEU = Twenty-foot Equivalent Unit

7
3,643
3,713
3,987
4,105
4,067
3,916
4,755
5,088
5,459
5,049
5,869
FY11FY12FY13FY14FY15FY16FY17FY18FY19FY20FY21
ImportsExports
5.96.16.26.66.77.07.68.28.79.29.3
20112012201320142015201620172018201920202021
Fertiliser
35%
Oil Products
30%
General
Cargo
15%
Foodstuffs
8%
Cement
5%
Other
7%
OVERVIEW OF NAPIER PORT
STRONG REGIONAL ECONOMIC FUNDAMENTALS
▪A $9.3 billion regional economy with 4.7% compound annual growth rate
(CAGR) gross regional product over the last 10 years
▪Primarily an export focused region, growing international demand for
primary sector goods supports Napier Port throughput
▪~8% of New Zealand’s total planted forest area and ~60% of New Zealand’s
total planted area of pipfruit is in the region
▪Continued strong pipfruit planting in Hawke’s Bay and increasing industry
yields
Napier Port Throughput (000 tonnes)
Napier Port FY21 Export and Import Product Mix (by weight)
Hawke’s Bay Regional GDP¹ ($bn)
Exports
Imports
CAGR: 4.7%
1)StatsNZ, gross domestic product by region for the year ended March 2021
4.8mT
1.1mT
Logs
63%
Wood Pulp
9%
Pipfruit
6%
Timber
5%
Meat
5%
Fresh
Produce
3%
Other
9%
CAGR: 4.9%

8
OVERVIEW OF NAPIER PORT
CONTAINER TRADE
Dry: Wood pulp &
timber, canned
food/other food &
beverage, other
Reefers: Apples &
pears, meat, fresh &
other chilled produce
Historical Container Services Revenue and ARPU¹
▪Largest trade by revenue having generated $65.3 million (60% of total) in
FY21. In recent years, TEUs and revenues have been relatively constant
despite shipping challenges and other COVID-19 related disruptions
▪Container trade is predominantly export driven and dominated by primary
sector commodities including forest products, pipfruit and meat
▪~40% of exported containers are refrigerated containers and encourage
shipping lines to call at Napier Port as they generate higher revenue
▪Te Whiti (also known as 6 Wharf) has extended Napier Port’s container
vessel operating capability and total port capacity
Historical Container Services TEUs
TEUs (9M22 volume)
288 266 271 268 276 194
-
50
100
150
200
250
300
350
FY17FY18FY19FY20FY219M22
TEU Volume (000)
1)Average Revenue per Unit
61 58 61 62 65 52
-
50
100
150
200
250
300
-
10
20
30
40
50
60
70
FY17FY18FY19FY20FY219M22
ARPU ($)
Revenue ($m)
Container RevenueARPU (RHS)
Reefers, 40k
Dry, 69k
Empty, 73k
Other, 12k

9
OVERVIEW OF NAPIER PORT
BULK CARGO
▪Bulk cargo generated $41.5 million (38% of total) revenue in FY21
▪Log and forestry products comprise the majority of bulk cargo throughput (~80% by
weight in FY21)
▪Bulk cargo imports include fertiliser, oil products, cement and general cargo
▪Bulk cargo volume growth has been underpinned by higher commodity prices and
increased log harvesting. High levels of log harvesting activity are expected to
continue over the coming years and will support throughput
▪Key export destination markets include China (~93% by weight in FY21), India, Japan
and South Korea
Bulk Cargo Volumes (FY11 to 9M22, million tonnes)
Log Export Volumes (FY11 to 9M22, million tonnes)
Log Planting (000 hectares)¹
0.7
1.1
3.5
6.1
9.1
7.2
9.8
6.4
3.6
2.3
4.5
4.1
4.3
6.4
3.8
2.7
2.2
2.6
3.7
2.3
3.2
5.5
3.8
3.3
2.2
3.3
2.4
2.2
5.4
19901991199219931994199519961997199819992000200120022003200420052006200720082009201020112012201320142015201620172018
Trees planted in the mid-late 1990s are due for harvesting in this decade
(assuming average harvest age of 29.3 years²)
1)Forme Forest Industry Consultants
2)Forest Owners Association Facts & Figures 2020/21
1.01.01.21.31.11.21.62.22.62.43.02.1
FY11FY12FY13FY14FY15FY16FY17FY18FY19FY20FY219M22
2.2
2.2
2.4
2.4
2.2
2.0
2.5
3.1
3.4
3.1
4.0
2.7
-
0.01
0.01
0.02
0.02
0.03
0.03
0.04
0.04
0.05
FY11FY12FY13FY14FY15FY16FY17FY18FY19FY20FY219M22
Log TonnesOther Bulk Tonnes

STRATEGY AND ESG

11
STRONG BUSINESS FOUNDATION
OVERVIEW
An infrastructure asset essential to the health of the Hawke’s Bay economy
Strong regional economic growth drivers and strong key customer relationships
Diversified trade portfolio mitigates sector and country-specific risks
Well-positioned given future cargo visibility
Strong historical financial performance and a record of execution on growth opportunities
Experienced management team that is well connected with cargo owners and other
stakeholders
A Long-Term Asset Essential To The Health Of The Hawke’s Bay Economy

12
STRATEGY
PURPOSE AND FOCUS
Purpose and Focus
Our Purpose
Together we build a thriving region by connecting you to the world
Our Focus Areas
Customer connection: Better understanding what our customers
want and how we can help them achieve their goals
Harnessing data and technology: Collecting and harnessing data
and using technology to optimise our operations
Networked infrastructure: Using connected network infrastructure
to ensure seamless supply chains across our region and beyond
Collaborative partnerships: Working with all stakeholders to help
drive growth in the region, to drive growth for the Port
Underpinned by our Culture of Care and Sustainability

13
TE WHITI (6 WHARF)
OVERVIEW OF TE WHITI
▪Official openingof Te Whiti -6 Wharf in July 2022 represented a significant milestone
in Napier Port’s history
▪Despite COVID-19 lockdowns and supply chain constraints, development was
completed on time and within budget
▪Designed to future proof Napier Port andaccommodate the larger container, bulk, and
cruise vessels calling New Zealand
▪Reduces vesselcongestion and improves availability and operational performance
across all wharves
▪State-of-the-art mooring system,MoorMaster, berthing vessels more efficiently and
safely
▪Earthquake resilient having been built to Importance Level 4, providing a higher level
of seismic resilience
▪Connected to the rail and state highway networks of the North Island
andstrategically-located inland hubs, enabling a more efficient flow of cargo across
the North Island
1)NPH announced on 24 August 2022 a revised construction cost estimate expectation at the bottom of the previous forecast rangeof$173-$179 million. Accruals basis excluding capitalised overheads and finance costs.
$173m¹
Approximate construction
cost
350m
Accommodates up to
360m length vessels
10
MoorMaster mooring
units installed

14
SUSTAINABILITY
ESG FRAMEWORK AND STRATEGY
▪Sustainability strategy launched in August 2021
▪Aligned to and incorporates 14 of the 17 United Nations Sustainable
Development Goals
▪Thinking globally and acting locally to make a meaningful, measurable
contribution
▪Encompasses social, economic and environmental initiatives
▪Identifies over 100 time-framed, actionable workstreams
▪As at September 2022,54 sustainability actions were underway, with a
further 28 in planning
▪Inaugural FY2021 Climate Change Related Disclosure Report,
prepared in accordance with the recommendations of the Taskforce on
Climate-related Financial Disclosures (TCFD)
▪Commitment to Net Zero by 2050, first emissions audit underway
▪De-carbonisation initiatives underway
▪Protection of marine environment, creation of twoartificial reefs, Kororā
(little blue penguin) sanctuary
▪Marine Cultural Health Programme in partnership with localmarae,
hapū and iwi
Notes: For further information refer to the Sustainability Strategyon Napier Port’s website

FINANCIALS

16
FINANCIALS
HIGHLIGHTS 9 MONTHS TO 30 JUNE 2022
▪June quarter result from operations
and underlying NPATup on prior year
comparative period, but down YTD,
following a challenging first half of
FY22
▪Revenue growth reflects higher ARPU
offsetting lower cargo volumes in year
to date
▪Container volumes impacted by
shipping disruption, labour shortages
and weather events in the year
▪Operating expense higher due to
additional staff and higher cost
inflation across all expense categories
▪Invested $61.5 million in capital assets
YTD, bringing the 6 Wharf
development project near to
completion on time and at bottom of
cost forecast range
▪Affirmed earnings guidance for
underlying result from operating
activities for the year of $38 million to
$42 million

17
2.22.00.00.01.83.3
FY17FY18FY19FY20FY219M22
0
10
20
30
40
50
60
70
80
90
FY23FY24FY25FY26FY27FY28FY29FY30FY31
$m
BankRetail Bond
FINANCIALS
CAPITAL MANAGEMENT
▪Napier Port has strong access to committed liquidity of $180 million (as at 1
September 2022)
▪Following Napier Port's 2019 IPO, net cash plus borrowings have funded
development of Te Whiti -6 Wharf
▪Over the long term, Debt to EBITDA is targeted to remain within the capital
structure target of between 2x and 3x
▪In the short term, Debt to EBITDA is expected to temporarily peak above 3.5x
following completion of Te Whiti -6 Wharf
▪The bond issue will diversify Napier Port’s financing arrangements and extend the
term of its borrowings
▪Following the bond issue, the weighted average maturity of Napier Port’s
borrowing facilities including the bond is expected tobe a minimum of 4.5 years
Committed Facilities Plus BondDebt Maturity Profile ($m)Debt / EBITDA (times)
Debt repaid with IPO
proceeds
Historical Debt ($m)
84 81 --78 130
FY17FY18FY19FY20FY219M22

18
FINANCIALS
CAPITAL MANAGEMENT (CONT’D)
▪Napier Port’s Treasury Policy sets out fixed and floating upper and lower
parameters over future time bands. These generally require higher fixed rate
profiles in nearer time bands
▪After the bond issue, Napier Port expects to have approximately $120 million of
debt at fixed interest rates (including interest rate hedging), declining to
approximately $95 million from mid-2024

RETAIL BOND OFFER

20
RETAIL BOND OFFER
FURTHER TERMS OF THE OFFER
IssuerNapier Port Holdings Limited (Napier Port)
DescriptionUnsecured, unsubordinated, fixed rate bonds (Bonds)
Issue Amount
Up to $75,000,000 (inclusive of the Shareholder Priority Offer and with the ability to accept oversubscriptions of up to an additional $25,000,000at Napier
Port’s discretion)
Credit ratingBoth the Bonds and Napier Port are unrated
TermThe Bonds will be issued on 23 September 2022 for a term of 5.5 years, maturing on 23 March 2028
Interest Rate
The Bonds will pay a fixed rate of interest until the Maturity Date. The Interest Rate will be set on the Rate Set Date as beingequal to the Swap Rate plus the
Issue Margin, or if greater, any applicable minimum Interest Rate. The Interest Rate will be announced by Napier Port throughNZX on or shortly after the
Rate Set Date
Indicative Issue Margin
The indicative Issue Margin and minimum Interest Rate (if any) will be determined by Napier Port in conjunction with the Joint Lead Managers and
announced through NZX on 12 September 2022
Interest PaymentsQuarterly in arrear in equal amounts
Minimum Application
Amount and Minimum
Holding
$5,000 and multiples of $1,000 thereafter
Brokerage
Napier Port will pay brokerage of 0.50% on Bonds allotted to retail investors only and a firm fee of 0.25% on firm allotments
No brokerage or firm fees will be paid on allotments made in the Shareholder Priority Offer
Quotation
Napier Port will take any necessary steps to ensure the Bonds are, immediately after issue, quoted on the NZX Debt Market. Application has been made to
NZX for permission to quote the Bonds on the NZX Debt Market and all the requirements of NZX relating to that quotation that canbe complied with on or
before the date of distribution of this investor presentation have been complied with. However, NZX accepts no responsibilityfor any statement in this
presentation. NZX is a licensed market operator, and the NZX Debt Market is a licensed market under the Financial Markets Conduct Act 2013
NZX Debt Market Ticker
Code
NPH010

21
RETAIL BOND OFFER
FURTHER TERMS OF THE OFFER (CONT’D)
Financial covenant
Total Debt to EBITDA of the Napier Port Group shall not exceed 4.50 times on each semi-annual test date. An Event of Default occurs if on two successive
semi-annual test dates this covenant is breached, subject to a grace period of 20 Business Days
The first financial covenant test date is 30 September 2022
Guarantee
The Bonds will be guaranteed by the guarantors under the negative pledge deed dated 11 July 2019 (as amended from time to time) (Negative Pledge
Deed). Pursuant to the terms of the Supplemental Trust Deed, Napier Port and the Guarantors must comprise not less than 90% of theconsolidated Total
Tangible Assets of the Napier Port Group and 90% of the consolidated EBITDA of the Napier Port Group
As at the Issue Date, Port of Napier Limited (a wholly owned subsidiary of Napier Port) is the only Guarantor
Negative Pledge
Under the Negative Pledge Deed, each Guarantor will not create or permit to subsist any security over their assets other thancertain permitted security
interests which are described in the Negative Pledge Deed
Napier Port and each Guarantor may, in addition, from time to time create or permit to subsist other security interests over their assets provided that the
aggregate principal amount secured by all such other security interests does not exceed 10% of the Total Tangible Assets of the consolidated Napier Port
Group
Product Disclosure
Statement
The ProductDisclosure Statement was lodged on 1 September 2022 and is available at napierport.bondoffer.co.nz

22
RETAIL BOND OFFER
SHAREHOLDER PRIORITY OFFER
Description
On 24 August 2022, Napier Port announced its intention to make an offer of Bonds. Existing eligible shareholders were invitedtoexpress interest for an
allocation of Bonds at that time (Shareholder Pre-Registration Process) at napierport.bondoffer.co.nz. The Shareholder Pre-Registration Process will close
at 12.00pm on Friday, 9 September 2022
Eligible Shareholders
A person who is recorded in the share register of Napier Port as being a registered holder of a fully paid ordinary share in Napier Port as at 5.00pm on Friday,
9 September 2022, and whose address is either:
•recorded in the share register as being in New Zealand; or
•recorded in the share register as being in Australia and the shareholder is an institutional shareholder
Shareholder Priority Offer
ThereisnopublicpoolfortheBonds.However,EligibleShareholderscanapplyforBondsthroughtheShareholderPriorityOffer.
Eligible Shareholders may apply for an allocation of Bonds in the Shareholder Priority Offer from Monday, 12 September 2022 (Opening Date) until 12.00pm
on Thursday, 15 September 2022 (Shareholder Priority Offer Closing Date) at napierport.bondoffer.co.nz
Allocation amount
The amount of Bonds allocated to shareholders will be determined during the Bookbuild process by Napier Port in consultation with the Joint Lead Managers.
Napier Port may scale any application (including any application under the Shareholder Priority Offer) at its discretion, butwill not scale any application to
below $5,000 or any amount that is not a multiple of $1,000. Napier Port reserves the right to refuse all or any part of any application for Bonds (including any
application under the Shareholder Priority Offer) without giving any reason

23
RETAIL BOND OFFER
KEY DATES
Shareholder Pre-
Registration Process
closes
12.00pm, Friday, 9 September 2022
Indicative pricing
released
Monday, 12 September 2022
Shareholder Priority
Offer Closing Date
12.00pm, Thursday, 15 September 2022
Closing Date12.00pm, Friday, 16 September 2022
Rate Set DateFriday, 16 September 2022
Issue Date and
Allotment Date
Friday, 23 September 2022
Expected date of initial
quotation and trading
of the Bonds on the
NZX Debt Market
Monday, 26 September 2022
Interest Payment Dates23 March, 23 June, 23 September and 23 December each year, with the first payment on 23 December 2022
Maturity Date23 March 2028

QUESTIONS?

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CSN/Holder Number: [XXXXXXXXX]
[1 September 2022]

Thank you for registering your interest in the Shareholder Priority Offer for the Napier Port Holdings
Limited (Napier Port) Bond Offer (Offer).
Product Disclosure Statement Lodged
Napier Port has today registered a Product Disclosure Statement (PDS) for an offer of up to NZ$75
million (inclusive of the Shareholder Priority Offer and with the ability to accept oversubscriptions of
up to an additional NZ$25 million at Napier Port’s discretion) of unsecured, unsubordinated, fixed
rate 5.5 year bonds maturing on Thursday, 23 March 2028 (Bonds).
The PDS is available at napierport.bondoffer.co.nz. You must obtain a copy of the PDS before you
decide to acquire any Bonds.
This Offer is being made in accordance with the Financial Markets Conduct Act 2013 and the Bonds
are expected to be quoted on the NZX Debt Market.
Shareholder Priority Offer
If Napier Port decides to proceed with the Offer, the Shareholder Priority Offer is expected to open
on Monday, 12 September 2022 and close at 12pm on Thursday, 15 September 2022. It will be
available to Eligible Shareholders (as defined in the PDS) as determined on the Record Date (5pm on
Friday, 9 September 2022).
Should you register your interest in the Shareholder Priority Offer but sell your shares prior to
Friday, 9 September 2022, your registration will no longer be valid, and you will not be able to
participate in the Shareholder Priority Offer.
Purpose of the Offer
Bonds are debt instruments and the net proceeds of the Offer would be used to repay a portion of
existing bank debt and for general corporate purposes.
For further details:
• Shareholder Priority Offer and registration of interest – Please contact Link Market Services
Limited on 09 375 5998 or applications@linkmarketservices.com or call 09 375 5998 (please
put “Napier Port bond offer” in the subject line for easy identification.
• Firm Offer - Please contact one of the Joint Lead Managers or your usual financial advice
provider.

Yours sincerely
Alasdair MacLeod
Chair
Napier Port