2022 Notice of Annual Shareholders Meeting and Proxy Form

NOTICE OF ANNUAL
SHAREHOLDERS MEETING
Notice is hereby given that the Annual Shareholders Meeting of
Napier Port Holdings Limited (the ‘Company’) will be held at:
NAPIER WAR MEMORIAL CENTRE, 48 MARINE PARADE, NAPIER
AT 10.30AM ON FRIDAY, 16 DECEMBER 2022.

BUSINESS
AND AGENDA
OF THE MEETING
A. CHAIR’S ADDRESS
B. CHIEF EXECUTIVE’S ADDRESS
C. FINANCIAL REPORTS
AND STATEMENTS
To receive and consider the Consolidated Financial
Statements of Napier Port Holdings Limited and
subsidiaries, Reports of the Directors and of the
Auditor for the year ended 30 September 2022
as contained in the Company’s 2022 Annual Report.
D. ORDINARY RESOLUTIONS
Shareholders will be asked to consider and, if thought
appropriate, to pass the following resolutions:
1. RE-ELECTION OF STEPHEN MOIR AS DIRECTOR:
Stephen Moir retires in accordance with the provisions of the
Company’s Constitution and, being eligible, offers himself
for re-election. For further details, see Explanatory Note 1.
2. ELECTION OF KYLIE CLEGG AS DIRECTOR:
The Board has appointed Kylie Clegg as a director with
effect from 1 August 2022. In accordance with the
provisions of the Company’s Constitution Kylie will retire
and, being eligible, offers herself for election. For further
details, see Explanatory Note 1.
3. ELECTION OF DAN DRUZIANIC AS DIRECTOR:
The Board has appointed Dan Druzianic as a director
with effect from 1 August 2022. In accordance with
the provisions of the Company’s Constitution Dan will
retire and, being eligible, offers himself for election.
For further details, see Explanatory Note 1.
4. AUDITORS:
To authorise Directors to fix the Auditor’s remuneration for
the ensuing year. For further details, see Explanatory Note 2.
Resolutions 1, 2, 3 and 4 are considered ordinary
resolutions and, to be passed, require the approval of more
than 50% of the votes of those shareholders entitled to vote
and voting on the resolution, pursuant to section 105(2)
of the Companies Act 1993. For further information
on the resolutions, please see the Explanatory Notes.
E. GENERAL BUSINESS
AND SHAREHOLDERS’
QUESTIONS
Consideration of any Shareholder questions raised during
the meeting.
Following the formal part of the meeting, the Directors
invite Shareholders to join them for light refreshments.
On behalf of the Napier Port Holdings Limited Board,
ALASDAIR MACLEOD
CHAIR
MEETING DETAILS:
The Annual Shareholders Meeting of the Company will be
conducted as a hybrid meeting. Shareholders who are not
physically present will be able to participate virtually via the
Link Market Services online meeting portal at
www.virtualmeeting.co.nz/nph22
The Company’s Board and Management look forward
to seeing you at the Annual Shareholders Meeting.
KEY DATES:
VOTING ELIGIBILITY FOR THE
ANNUAL SHAREHOLDERS MEETING:
Wednesday, 14 December 2022, 5.00pm.
LATEST TIME FOR RECEIPT OF POSTAL VOTES
AND PROXY FORMS:
Wednesday, 14 December 2022, 10.30am.
ANNUAL SHAREHOLDERS MEETING:
Friday, 16 December 2022, 10.30am.
Friday, 16 December 2022
commencing at 10.30am
Napier War Memorial Centre,
48 Marine Parade, Napier
www.virtualmeeting.co.nz/nph22
1616
NAPIER PORT – TE HERENGA WAKA O AHURIRINOTICE OF ANNUAL SHAREHOLDERS MEETING 2022 / 2

PROCEDURAL NOTES
PERSONS ENTITLED TO ATTEND
Only shareholders (with proxy form/admission card)
and invited persons are able to attend the Annual
Shareholders Meeting.
PERSONS ENTITLED TO VOTE
The persons who will be entitled to vote at the meeting
are those persons (or their proxies or representatives)
registered as holding Ordinary Shares on Napier Port
Holdings Limited’s share register at 5.00pm, Wednesday
14 December 2022 (New Zealand time). Voting will be
by way of a poll.
There are no restrictions on any shareholder or group
of shareholders to prevent them from exercising their vote
on any of the resolutions being considered at the meeting.
If you wish to vote in person you should attend the
Annual Shareholders Meeting where you will be issued
with a voting card. Please bring your proxy form with you
to the meeting to assist with your registration.
PROXIES AND CORPORATE
REPRESENTATIVES
All shareholders are entitled to attend and vote at the
Annual Shareholders Meeting or to appoint a proxy or
representative (in case of a corporate shareholder), to
attend and vote on their behalf. The appointment of a proxy
or representative does not preclude a shareholder from
attending and voting at the Annual Shareholders Meeting
in place of the proxy or representative. A proxy need not
be a shareholder of the Company. You may, if you wish,
appoint ‘The Chair of the Annual Shareholders Meeting’
as your proxy by filling in the proxy form to that effect.
A proxy can be appointed online at:
https://investorcentre.linkmarketservices.co.nz/voting/NPH
Shareholders will require their CSN/Holder Number
and Authorisation Code (FIN)
Alternatively, please use the proxy form, with which you
can appoint a proxy, that accompanies the Notice of
Meeting. The Chair will vote according to your instructions.
If the Chair is not instructed how to vote, he will vote
in favour of all resolutions.
If, in appointing your proxy, you do not name a person
to be your proxy, or your named proxy does not attend the
Annual Shareholders Meeting, the Chair of the Meeting
will be your proxy and may only vote in accordance with
your express direction.
RETURN OF PROXY FORMS
Proxy Forms must be received at the office of the Company’s
share registrar, Link Market Services Limited, either by post
to PO Box 91976, Victoria Street West, Auckland 1142,
or email to meetings@linkmarketservices.com, no later than
10.30am on Wednesday, 14 December 2022.
Results of the voting will be posted on the Company’s
website following the conclusion of the Annual Shareholders
Meeting and finalisation of the voting results.
The Company’s external auditor, Ernst & Young, will be
available at our Annual Shareholders Meeting to answer
questions from Shareholders relevant to the external audit.
VIRTUAL ATTENDANCE
Shareholders will be able to attend the Annual
Shareholders Meeting in person, or, alternatively, will be
able to attend and participate at the Annual Shareholders
Meeting virtually via an online platform provided by the
Company’s share registrar, Link Market Services at
www.virtualmeeting.co.nz/nph22. Shareholders attending
and participating in the Meeting virtually via the online
platform will be able to vote and ask questions during the
Meeting. More information regarding virtual attendance
at the Meeting (including how to vote and ask questions
virtually during the Meeting) is available in the Virtual
Annual Meeting Online Portal Guide, which is available at
https://bcast.linkinvestorservices.co.nz/generic/docs/
OnlinePortalGuide.pdf.
NAPIER PORT – TE HERENGA WAKA O AHURIRINOTICE OF ANNUAL SHAREHOLDERS MEETING 2022 / 3

EXPLANATORY NOTES
1. RESOLUTIONS 1, 2 & 3:
RE-ELECTION AND ELECTION
OF DIRECTORS
Under NZX Listing Rules, and in accordance with the
Company’s Constitution, all directors must not hold office
without re-election past the third Annual Shareholders
Meeting following the director’s appointment or three years,
whichever is longer, however, a director appointed by the
Board must not hold office without re-election past the
next annual meeting following the director’s appointment.
Stephen Moir retires by rotation at the Annual
Shareholders Meeting and is eligible for re-election at the
Meeting. Recently, the Board appointed Kylie Clegg and
Dan Druzianic as directors of the Company. They retire
at this Annual Shareholders Meeting, but, being eligible,
offer themselves for election.
A BRIEF BIOGRAPHICAL NOTE ON ALL THREE
DIRECTORS IS INCLUDED BELOW.
STEPHEN MOIR
Stephen was appointed as a director of Napier Port in
December 2016 and is the Chair of the Audit and Risk
Management Committee, he lives locally in Hawke’s Bay.
Stephen brings an extensive background in institutional
banking and financial markets, having held senior roles
at Westpac Institutional Bank, Credit Suisse (Singapore)
and Citibank (Singapore, Thailand and Australia).
Stephen is a director of Cigna Life Insurance New Zealand
Limited and is the Chair of the Audit Committee, a director
of the Todd Family Office Limited, and an advisor to the
ASB Bank Investment Committee. He was previously a
director of the Guardians of New Zealand Superannuation,
a non-executive director on the BNZ Board, and Chair
of both BNZ Life Insurance and BNZ Insurance Services,
as well as the advisory board to the Victoria University
Chair of Business in Asia. Stephen was previously
a member of the NZ Markets Disciplinary Tribunal.
KYLIE CLEGG
Kylie was appointed as a director of Napier Port in August
2022 and has a legal background providing corporate
advice across a range of sectors including infrastructure,
forestry, agriculture and healthcare. Kylie is currently a
director on Auckland Transport, Chair of the Auckland
Transport Safety Committee, and a member of the
Waitematā Health New Zealand Capital Advisory Group.
Her previous governance roles include being Deputy Chair
of Waitematā District Health Board, and being a director
on Counties Manukau District Health Board, the Well
Foundation, Sport New Zealand and High Performance
Sport New Zealand.
Kylie is a member of the New Zealand Institute of Directors.
DAN DRUZIANIC
Dan was appointed as a director of Napier Port
in August 2022. Dan is a Hawke’s Bay chartered
accountant, business advisor and professional director
with broad experience across business sectors including
agribusiness, health, infrastructure, property and
investment. He is Chair of the Hawke’s Bay Regional
Investment Company and sits on the Board of Unison
Networks Limited, Bostock New Zealand Limited
and is a Trustee of the Hawke’s Bay Community
Fitness Centre Trust.
Dan is a Fellow of the Institute of Chartered Accountants
of Australia and New Zealand and a member of the
New Zealand Institute of Directors.
All directors standing do so with the support of the Board
of Directors.
2. RESOLUTION 4:
AUDITORS
In accordance with section 70 of the Local Government
Act 2002, Napier Port Holdings Limited is a public entity
as defined in section 4 of the Public Audit Act 2001 and,
in accordance with that Act, the Auditor-General is the
auditor. The Auditor General has appointed Ernst & Young
to undertake this audit on its behalf.
The proposed resolution authorises the Board of Directors
to fix the remuneration of the auditors for the ensuing year.
NAPIER PORT – TE HERENGA WAKA O AHURIRINOTICE OF ANNUAL SHAREHOLDERS MEETING 2022 / 4

---

LODGE YOUR PROXY
Online:
https://investorcentre.linkmarketservices.co.nz/voting/NPH
Scan & email:
meetings@linkmarketservices.com
Mail:
Deliver: Use the reply paid
Link Market Services envelope or address to:
Level 30, PwC Tower Link Market Services,
15 Customs Street West, PO Box 91976
Auckland 1010 Auckland 1142

Scan this QR code with your smartphone and vote online

General Enquiries
+64 9 375 5998 | enquiries@linkmarketservices.com

PROXY FORM/ADMISSION CARD FOR NAPIER PORT HOLDINGS LIMITED 2022 ANNUAL MEETING
Notice is hereby given that the Annual Shareholders Meeting of Napier Port Holdings Limited (the ‘Company’) will be held at Napier War Memorial
Centre, 48 Marine Parade, Napier and virtually via the Link Market Services online meeting portal at www.virtualmeeting.co.nz/nph22 at 10:30am on
Friday, 16 December 2022. If you will be attending online, you will require your 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 Napier Port Holdings Limited’s share registry, Link Market Services, by no later than 10:30am, Wednesday 14 December 2022.

Appointment of proxy

All shareholders are entitled to attend and vote at the meeting or to appoint a proxy to vote in their place, unless specifically excluded, in the case of a
corporate shareholder, a representative to attend and vote instead of him/her and that proxy or representative need not also be a shareholder. If you wish,
you may appoint “The Chair of the Meeting” as your proxy or as alternative to your named proxy. The Chair of the Meeting intends to vote all discretionary
proxies in favour of the relevant resolution.

Voting of your holding

Direct your proxy how to vote by making the appropriate election, either online or on this Proxy Form, in respect of each resolution. If you return this form
without directing the proxy how to vote on any particular matter, the proxy may vote as he/she thinks fit or abstain from voting. If you make more than one
election in respect of a resolution your vote will be invalid on that resolution. If this Proxy Form is returned duly signed by a Shareholder with voting
instructions included, but without specifying a person that is appointed as proxy, the Chair is deemed to be the proxy for the purpose of that form, but only
to vote to the extent of the voting instructions provided.

Attending the meeting

If you wish to vote in person, you should attend the Meeting. Please bring this Proxy Form/Admission Card with you to the Meeting to assist with
your registration.
A corporation 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.



Signing instructions for proxy forms

Individual
This Proxy Form must be signed by the shareholder or his/her/its attorney duly authorised in writing.

Joint Holding
In the case of a joint shareholding, this Proxy Form may be signed by either, or on behalf of, the joint shareholder (or their duly authorised attorney).

Power of Attorney
This Proxy Form and the power of attorney or other authority, if any, under which it is signed, or a copy of that power or authority certified by a Solicitor,
Justice of the Peace or Notary Public must be received at the office of Link Market Services Limited, in any manner as per the instructions below.

Corporate Shareholder
In the case of a corporate shareholder, this Proxy Form must be signed by a director or a duly authorised officer acting under the express or implied
authority of the shareholder, or an attorney duly authorised by the shareholder.


Go online to https://investorcentre.linkmarketservices.co.nz/voting/NPH to appoint your proxy

PROXY/CORPORATE REPRESENTATIVE FORM
STEP 1: APPOINT A PROXY TO VOTE ON YOUR BEHALF
I/We being a shareholder(s) of Napier Port Holdings Limited hereby appoint:


________________________________________________________of ______________________________________________________
(full name of proxy) (e-mail address)

Or

________________________________________________________of ______________________________________________________
(full name of proxy) (e-mail address)
as my/our proxy to vote for me/us on my/our behalf at the Annual Shareholders Meeting of the Company to be held on Friday 16 December 2022 and at
any adjournment of that meeting and to vote on any resolutions to amend any of the resolutions, on any resolution so amended, and on any other resolution
proposed at the meeting (or any adjournment thereof). Unless otherwise instructed as above, the proxy will vote on each resolution as he/she sees fit, or
may abstain from voting. The proxy is appointed only in respect of the above meeting or any adjournment thereof.

STEP 2: ITEMS OF BUSINESS – PROXY VOTING INSTRUCTIONS
Complete this part if you have appointed a proxy above and you want to direct the proxy as to how the proxy should vote.
Please note: For each resolution you must tick one box. If you mark the abstain box for an item, you are directing your proxy not to vote on your behalf
and your votes will not be counted computing the required majority, for that item.

BUSINESS
To consider and, if thought fit, pass the following ordinary resolutions:

Tick (✓) in box to vote
For Against Abstain Discretion
1.
Re-election of Stephen Moir as Director.
   
2. Election of Kylie Clegg as Director.

   
3. Election of Dan Druzianic as Director.

   
4.
To authorise Directors to fix the Auditor’s remuneration for the ensuing year.
   

STEP 3: SHAREHOLDER QUESTIONS
Shareholders present at the Annual Meeting, in person or via the virtual meeting platform at www.virtualmeeting.co.nz/nph22 will have the opportunity
to ask questions during the meeting. If you cannot attend the Annual Meeting but would like to ask a question, you can submit a question online by going
to https://investorcentre.linkmarketservices.co.nz/voting/NPH and completing the online validation process or complete the question section below
and return to Link Market Services. Questions will need to be submitted by 10:30am on Wednesday, 14 December 2022. The Board will address and
answer questions at the Annual Meeting.








STEP 4: SIGNATURE OF SHAREHOLDER(S) This section must be completed
Shareholder 1 Shareholder 2 Shareholder 3

or duly authorised officer or attorney or duly authorised officer or attorney or duly authorised officer or attorney
Contact Name ___________________________________________ Contact Daytime Telephone _______________________ Date ____________
Electronic Investor Communications: If you received the Notice of Meeting and Proxy Form by mail and wish to receive your future investor
communications by email, please provide your email address below.
Question: