POT – Notice of Annual Meeting 28 October 2022

NOTICE OF 2022 ANNUAL MEETING
Notice is given that the Annual Meeting of shareholders of Port of Tauranga Limited will be held at Trustpower
Baypark, 81 Truman Lane, Mount Maunganui, and online atwww.virtualmeeting.co.nz/pot22 on Friday 28
October 2022 commencing at 1.00pm.
COVID-19 IMPLICATIONS
If the Company is prevented from being able to hold the Annual Meeting as a physical meeting on the Meeting Date as
a result of COVID-19 restrictions and public gathering limits, shareholders will be able to join the meeting, vote and ask
questions online atwww.virtualmeeting.co.nz/pot22.
If the physical meeting is to be cancelled or moved to an alternative venue, the Company will provide shareholders with
as much notice as is reasonably practical (no later than a week before the meeting), by way of an announcement to
New Zealand Stock Exchange.
BUSINESS AND AGENDA OF THE MEETING:
∂CHAIR’S ADDRESS
∂CHIEF EXECUTIVE’S ADDRESS
∂RECEIVE AND CONSIDER THE INTEGRATED ANNUAL REPORT
To receive and consider the Integrated Annual Report of the Company for the year ended 30 June 2022, including
the audit report and financial statements.
∂ORDINARY RESOLUTIONS
To consider and if thought fit, to pass the following ordinary resolutions:
1Re-election and Election of Directors(refer to Explanatory Note 1)
(a) “To resolve that Mr Alastair Roderick Lawrence be re-elected as Director of the Company.”
(b) “To resolve that Mr Dean John Bracewell be elected as Director of the Company.”
(c) “To resolve that Mr John Brodie Stevens be elected as Director of the Company.”
2Auditors
“To resolve that the Auditor-General be reappointed as Auditor of the Company pursuant to section 19 of the
Port Companies Act 1988 and that the Directors are authorised to fix the Auditor’s remuneration for the
ensuing year.”
∂GENERAL BUSINESS AND SHAREHOLDER QUESTIONS
Questions for the Annual Meeting:
Shareholders are invited to submit written questions prior to the Annual Meeting. Questions can be submitted
online by going to https://investorcentre.linkmarketservices.co.nz/voting/POT and completing the online validation
process. Alternatively, shareholders can complete the question section on the Proxy Form and return to Link Market
Services. Questions will need to be submitted before Wednesday 26 October 2022. The Board will address and
answer questions at the Annual Meeting.
By order of the Board
Simon Kebbell
COMPANY SECRETARY

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NOTE:
The resolutions required for agenda item numbers 1 and 2 are ordinary resolutions. An ordinary resolution requires at
least 50% of the votes of shareholders entitled to vote and voting on the resolution to be cast in favour of the resolution.
Voting will be conducted by poll, in accordance with NZX Listing Rule 6.1.1.
INVITATION: At the conclusion of the Annual Meeting, afternoon tea will be served. W e invite all shareholders to
participate in a Port tour at the conclusion. Transport will be provided outside the theatre.
PLEASE NOTE: Due to security regulations, anyone wishing to partake in the port tour must provide photo
identification.
PROXIES: A shareholder entitled to attend and vote, may appoint a proxy or, in the case of a corporate shareholder,
a representative, to attend and vote on his/her behalf. The proxy or representative you appoint need not necessarily
be a shareholder of the Company. A form of appointment is enclosed. Address for proxies: Link Market Services
Limited, PO Box 91976, Victoria Street West, Auckland 1142, New Zealand. A proxy and the power of attorney or
other authority, if any, under which it is signed, or a copy of that power or authority certified by a Notary Public, must
be deposited or mailed to be received at the address specified above not later than 1.00pm on Wednesday 26
October 2022.
Shareholders are also able to vote electronically as per theattached “Voting Instructions for Shareholders”.

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EXPLANATORY NOTES
1Re-election and Election of Directors
Under the NZX Listing Rule 2.7.1, a Director must not hold office past the later of three years and the third
annual meeting after their appointment without being re-elected by shareholders. The Directors to retire, being
Mr Alastair Roderick Lawrence and Mr Kimmitt Rowland Ellis, are required to retire from office at the Annual
Meeting.
The Directors advise that:
Mr Alastair Roderick Lawrence and Mr Kimmitt Rowland Ellis will retire at the meeting. Mr Alastair Roderick
Lawrence being eligible offers himself for re-election at the Annual Meeting with the unanimous support of the
Board.
On 17 December 2021 Mr Dean John Bracewell, and on 1 August 2022 Mr John Brodie Stevens, were
appointed to the Board as Directors of the Company pursuant to Clause 26 of the Company’s Constitution,
and being eligible, offer themselves for election at the Annual Meeting with the unanimous support of the Board.
The Board has determined that Mr Alastair Roderick Lawrence, Mr Dean John Bracewell and Mr John Brodie
Stevens are considered to be Independent Directors as defined in the NZX Listing Rules.
Accordingly, it is proposed to consider, and if thought fit, to:
(a) re-elect Mr Alastair Roderick Lawrence;
(b) elect Mr Dean John Bracewell; and
(c) elect Mr John Brodie Stevens.
Details of the above three Directors are set out below:
A R LAWRENCE – BCA (Business Admin)
INDEPENDENT DIRECTOR
Alastair Lawrence joined the Board in February 2014 and took over the Chair
of the Audit Committee in August 2022. Alastair is a very experienced
corporate advisor, specialising in commercial evaluation and strategy
development. He was a Director of private investment bank, Antipodes, from
1998-2014. Governance roles have included Takeovers Panel, Landcare
Research Limited, Coda GP and a number of mid-market private companies.
D J BRACEWELL
INDEPENDENT DIRECTOR
Dean Bracewell has deep transport and logistics industry experience. He
was a former Managing Director for Freightways, one of New Zealand’ largest
transport and logistics companies, for more than 18 years before embarking
on a governance career in 2018.
Currently Dean is a Director of Air New Zealand Limited, Property for Industry
Limited, the Halberg Trust and Tainui Group Holdings Limited. He joined the
Board in December 2021.
J B STEVENS – LLB, FCILT (Fellow Chartered Institute of Logistics and
Transport)
INDEPENDENT DIRECTOR
Brodie Stevens is the former Swire Shipping/China Navigation Company
Country Manager. A trained lawyer, he joined Freightways Group as a
management trainee in 1982 and was National Marketing Manager for Post
Haste before joining Owens Group. He was Divisional General Manager of
Seatrans New Zealand and Owens Shipping Services before joining China
Navigation Company (trading as Swire Shipping) in 2004. During his tenure,
the company expanded into freight forwarding, shipping agency and
stevedoring. Brodie joined the Board in August 2022.

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PORT OF TAURANGA LIMITED’S ANNUAL MEETING
FRIDAY 28 OCTOBER 2022
Voting Instructions for Shareholders
Shareholders can vote in the following ways:
1 Attend the meeting in person– bring your Proxy Form to the meeting as the barcode is required to assist with
your registration.
2 Attend the meeting online– shareholders can attend the Meeting virtually via the online platform at
www.virtualmeeting.co.nz/pot22. You will require your CSN/Holder Number for verification purposes. More
information regarding online attendance at the Meeting (including how to vote and ask questions during the
Meeting) is available in the Virtual Meeting Online Portal Guide, which is available at
https://bcast.linkinvestorservices.co.nz/generic/docs/OnlinePortalGuide.pdf.
3 Appoint a person as your proxy– complete the Proxy Form including how you wish them to vote and mail back
to our registry, Link Market Services Limited (Link) before 1.00pm Wednesday 26 October 2022. Your appointed
proxy will receive the voting paper upon registration at the meeting.
4 Electronic proxy appointments– to appoint your proxy electronically you need go to the website of our registry,
https://investorcentre.linkmarketservices.co.nz/voting/POT and follow the prompts to complete your proxy
appointment. You will be required to enter your CSN/Holder Number and Authorisation Code (FIN). Electronic
voting will close at 1.00pm on Wednesday 26 October 2022.
Each method of voting and the way to use the form enclosed with this Notice of Meeting are explained in detail
below. Please read this section carefully. Choose only one voting option.
Full details on how to return your Proxy Form/s to the registry is available at the end of this section.
1 IF YOU WISH TO ATTEND AND VOTE DURING THE ANNUAL MEETING:
Attendance in person
If you wish toattend the meeting, you must register at the registration desk prior to entering the meeting.
The registration and poll will be managed by our registry, Link.
Please bring your Proxy Form with you to the meeting to present at the registration desk as thebarcode on
your form is required to assist with your registration.
Upon registration you will receive a separate voting card to complete and mark the way you wish to vote at the time
that each poll is put to the meeting by the Chairperson. Once the voting is completed, Link will collect your voting
cards from you.
Attendance online
If you wish toattend the meeting online,please go towww.virtualmeeting.co.nz/pot22. You will require your
CSN/Holder Number for verification purposes. More information regarding online attendance at the Meeting
(including how to vote and ask questions during the Meeting) is available in the Virtual Meeting Online Portal Guide,
which is available athttps://bcast.linkinvestorservices.co.nz/generic/docs/OnlinePortalGuide.pdf.

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2 IF YOU WISH TO APPOINT A PROXY TO ATTEND THE ANNUAL MEETING AND VOTE ON YOUR BEHALF:
(a) Appointing a Proxy by Mail
If you wish to appoint another person as your proxy, you will need to complete your enclosed Proxy Form.
Please read the information on your Proxy Form carefully. Insert the name of the person you wish to appoint
in the area provided. Complete the voting boxes by indicating on the Proxy Form how you wish the proxy to
vote.
If you return the Proxy Form without indicating how you wish to vote, your proxy will vote as s/he sees fit or
abstain from voting.
Please advise your proxy that s/he must register at the registration desk prior to entering the meeting room
to obtain the necessary voting papers to vote on your behalf.
The Proxy/Representative Form must be completed, signed and received by Link, no later than 1.00pm
Wednesday 26 October 2022.
(b) Appointing a Proxy Electronically
You can appoint your proxy electronically. To appoint your proxy electronically you need to go to the website
of our registry,https://investorcentre.linkmarketservices.co.nz/voting/POT and follow the prompts. You will
be required to enter your CSN/Holder Number and Authorisation Code (FIN).
You will be required to select or enter the name of the person who you wish to nominate as your proxy in the
required field and specify how you wish your proxy to vote on your behalf.
Please advise your proxy that s/he must register at the registration desk prior to entering the meeting room
to obtain the necessary voting papers to vote on your behalf.
Electronic proxy appointments and voting will close at 1.00pm on Wednesday 26 October 2022.
YOU CAN RETURN YOUR PROXY FORM TO OUR REGISTRY, LINK, IN ONE OF THE FOLLOWING WAYS:
▪mail it to Link in the reply-paid envelope provided, or
▪address it to Link Market Services Limited, PO Box 91976, Victoria Street West, Auckland 1142, New Zealand, or
▪deliver it to Link Market Services Limited, Level 30, PwC Tower, 15 Customs Street West, Auckland, or
▪scan and email it tomeetings@linkmarketservices.com (please put the words“POT Proxy Form” in the subject
line for easy identification), or
▪vote onlineas per the instructions in the section above.
The Proxy Form must be received by Link no later than 1.00pm Wednesday 26 October 2022, which is 48 hours prior
to the meeting, to be valid.
If you haveany questionsregarding the voting, pleasecontact the Link helpline on (phone) 09 375 5998.
PLEASE NOTE THAT ALL SHAREHOLDERS / PROXY HOLDERS / VISITORS OR ANY
OTHER PERSON(S) WHO WISH TO ATTEND PORT OF TAURANGA LIMITED’S ANNUAL
MEETING, MUST REGISTER AT THE REGISTRATION DESK PRIOR TO ENTERING THE
MEETING ROOM.
PLEASE CHOOSE ONLY ONE VOTING OPTION.

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LODGE YOUR PROXY
Online:
https://investorcentre.linkmarketservices.co.nz/voting/POT
Scan & email:Mail:
meetings@linkmarketservices.comUse the enclosed reply paid
envelope or address to:
Deliver:Link Market Services Limited
Link Market Services LimitedPO Box 91976
Level 30, PwC TowerVictoria Street W est
15 Customs Street W est, Auckland 1010Auckland 1142
Scan this QR code with your smartphone and vote online
General Enquiries
+64 9 375 5998 |enquires@linkmarketservices.co.nz
PROXY FORM/ADMISSION CARD FOR PORT OF TAURANGA LIMITED’S 2022 ANNUAL MEETING
The 2022 Annual Meeting of shareholders of Port of Tauranga Limited will be held atTrustpower Baypark, 81 Truman Lane, Mount Maunganui, on
Friday 28 October 2022, commencing at 1.00pm.
Shareholders are also able to attend the Annual Meeting online via the Link Market Services Virtual Meeting platform atwww.virtualmeeting.co.nz/pot22.
If you will be attending online, you will require your CSN/Holder Number for verification purposes.
If you will not attend the Meeting but wish to be represented by proxy, please complete and return this form (in accordance with the lodgement instructions
above) to Port of Tauranga’s share registry, Link Market Services Limited,by no later than 1.00pm, Wednesday 26 October 2022. You can also appoint
your proxy and vote on the resolutions on the reverse of this form online by going tohttps://investorcentre.linkmarketservices.co.nz/voting/POT or by
scanning the QR code above with your smartphone.
Appointment of proxy
The “Chair of the Meeting” is willing to act as proxy for any shareholder who wishes to appoint him/her for that purpose. If you wish, you may appoint the
“Chair of the Meeting” as your proxy. To do so, please write “Chair of the Meeting” in the section marked “full name of proxy”. The Chair will vote according
to your instructions. If the Chair is not instructed how to vote, he will vote as he thinks fit or abstain from voting. If you do not appoint a proxy your Proxy
Form will be invalid. A shareholder entitled to attend and vote is entitled to appoint a proxy or, in the case of a corporate shareholder, a representative to
attend and vote instead of him/her and that proxy or representative need not also be a shareholder.
Voting of your holding
Direct your proxy how to vote by making the appropriate election, either online or on this Proxy Form, in respect of each item of business. If you return
this form without directing the proxy how to vote on any particular matter, the proxy may vote as he/she thinks fit or abstain from voting.
Attending the Meeting
If you wish to vote in person, you should attend the Meeting.Please bring this form with you to the Meeting to assist with your registration. A
corporation may appoint a person to attend and vote at the Meeting as its representative in the same manner as that in which it could appoint a proxy.
That person need not also be a shareholder. Shareholders are also able to attend the Annual Meeting online atwww.virtualmeeting.co.nz/pot22. If you
will be attending online, you will require your CSN/Holder Number for verification purposes.More information regarding virtual attendance at the Meeting
(including how to vote and ask questions virtually during the Meeting) is available in the Virtual Meeting Online Portal Guide, which is available at
https://bcast.linkinvestorservices.co.nz/generic/docs/OnlinePortalGuide.pdf.
Signing instructions for Proxy Forms
Individual
Where the holding is in one name, this Proxy Form must be signed by the shareholder or his/her/its attorney duly authorised in writing.
Joint Holding
Where the holding is in more than one name, this Proxy Form may be signed by either of the joint shareholders (or their duly authorised attorney).
Power of Attorney
This Proxy Form and the power of attorney or other authority, if any, under which it is signed, or a copy of that power or authority certified by a Notary
Public must be deposited or mailed to be received at the office of Link Market Services Limited, in any manner as per the instructions above,not later
than 1.00pm on Wednesday 26 October 2022.
Corporate Shareholder
In the case of a corporate shareholder, this Proxy Form must be signed by a director or a duly authorised officer acting under the express or implied
authority of the shareholder, or an attorney duly authorised by the shareholder.

PROXY/CORPORATE REPRESENTATIVE FORM
STEP 1: APPOINT A PROXY TO VOTE ON YOUR BEHALF
I/W e being a shareholder(s) of Port of Tauranga Limited
appoint__________________________________________of _________________________________________________
(full name of proxy)(email address)
or failing that person__________________________________________of _________________________________________________
(full name of proxy)(email address)
as my/our proxy to vote for me/us on my/our behalf at the Annual Meeting of the Company to be held on Friday 28 October 2022, at 1.00pm and
at any adjournment of that meeting.
STEP 2: ITEMS OF BUSINESS – PROXY VOTING INSTRUCTIONS
Complete this part if you have appointed a proxy above and you want to direct the proxy as to how the proxy should vote.
Please note: For each resolution you must tick one box. If you mark the abstain box for an item, you are directing your proxy not to vote on your behalf
during a poll and your votes will not be counted computing the required majority, for that item.
ORDINARY BUSINESS
To consider and, if thought fit, pass the following ordinary resolutions:
Tick () in box to vote
ForAgainstAbstainDiscretion
1Re-election and Election of Directors
(a) To resolve that Mr Alastair Roderick Lawrenc e be re-elected as a Director of
the Company.
♣♣♣♣
(b) To resolve that Mr Dean John Bracewell be elected as a Director of the
Company.
♣♣♣♣
(c) To resolve that Mr John Brodie Stevens be elected as a Director of the
Company.
♣♣♣♣
2Auditors
To resolve that the Auditor-General be reappointed as Auditor of the Company
pursuant to section 19 of the Port Companies Act 1988 and that the Directors are
authorised to fix the Auditor’s remuneration for the ensuing year.
♣♣♣♣
and to vote on any resolutions to amend any of the resolutions, on any resolution so amended, and on any other resolution proposed at the meeting (or
any adjournment thereof). Unless otherwise instructed as above, the proxy will vote to abstain from voting on each such resolution. The proxy is appointed
only in respect of the above meeting or any adjournment thereof.
STEP 3: SHAREHOLDER QUESTIONS
Shareholders present at the Annual Meeting (either in person or via the Virtual Annual Meeting) will have the opportunity to ask questions during the
meeting. If you cannot attend the Annual Meeting but would like to ask a question, you can submit a question online by going to
https://investorcentre.linkmarketservices.co.nz/voting/POT and completing the online validation process or complete the question section below and return
to Link Market Services. Questions will need to be submitted by 1.00pm on W ednesday 26 October 2022. The Board will address and answer questions
at the Annual Meeting.
SIGN: SIGNATURE OF SHAREHOLDER(S)This section must be completed
Shareholder 1 Shareholder 2Shareholder 3
or duly authorised officer or attorney or duly authorised officer or attorney or duly authorised officer or attorney
Contact Name ___________________________________________ Contact Daytime Telephone _______________________ Date ______________
Electronic Investor Communications: If you received the Notice of Meeting and Proxy Form by mail and wish to receive your future investor
communications by email please provide your email address below.
Question: