Notice of 2023 Annual Shareholders Meeting

The meeting will be held at:
TIME
2.00pm (New Zealand time)
SCHEDULED DATE
Thursday, 27 April 2023
PLACE
Room 8 at The Grand by SkyCity
Level 7, 90 Federal Street,
Auckland CBD and virtually
through Computershare Online
Meetings using the login details
explained in this Notice of
Annual Meeting and in the
Virtual Meeting Guide 2023 that
accompanies this Notice of
Annual Meeting.
Notice
of Annual
Meeting

Explanatory Notes - Resolutions
Notice is hereby given that the Annual Meeting of Channel Infrastructure
NZ Limited (“Company” and “Channel Infrastructure”) will be held at
2.00pm on Thursday, 27 April 2023 at Room 8 in The Grand by SkyCity
Level 7, 90 Federal Street, Auckland CBD. You can also attend the Annual
Meeting virtually using the instructions explained further below under
“Virtual Meeting”.

Key dates
If you do not wish to attend, but would like to vote, you
must submit your Proxy Form or online vote so that it is
received no later than 2:00pm on Tuesday, 25 April 2023,
in accordance with the instructions at the back of this
Notice of Annual Meeting and the Proxy Form.
Business
A. PRESENTATIONS
(i) Chairman’s Address.
(ii) CEO’s Address.
B. RESOLUTIONS
Auditor’s fees and expenses
To consider and, if thought fit, to pass the following
ordinary resolution:
Resolution 1: “That Directors be authorised to fix
the fees and expenses of Ernst & Young as auditors
to the Company for the financial year ending
31 December 2023.”
Increase in the Directors’ Fee Pool
To consider and, if thought fit, to pass the following
ordinary resolution for the purposes of NZX Listing Rule
2.11.1 and clause 8.14 of the Constitution:
Resolution 2: “That the total amount of Directors’
fees that may be payable annually to all Directors
in aggregate be increased with effect from the
commencement of the current financial year by 3% from
$900,000 to $927,000, such sum to be divided among
the Directors as the Directors deem appropriate.”
Directors’ recommendation
The Directors recommend that Shareholders vote in
favour of Resolutions 1 and 2 before the Annual Meeting.
By order of the Board

Chris Bougen
General Counsel and Company Secretary
27 March 2023
Auditor’s fees and expenses
(Resolution 1)
Ernst & Young (EY) is the current auditor of the Company.
Under the Companies Act 1993, a company’s auditor
is automatically reappointed unless the Shareholders
resolve to appoint a replacement auditor or certain
other specified reasons exist for the auditor not to be
reappointed.
However, notwithstanding the automatic reappointment
of an auditor under the Companies Act 1993, the auditor’s
fees and expenses must be fixed by the Company at
the Annual Meeting, or in the manner that the Company
determines at the Annual Meeting.
Therefore, Shareholders are being asked to resolve that
the Directors be authorised to fix the fees and expenses
of EY for the audit of the Company’s financial statements
for the year ending 31 December 2023.
The Board unanimously recommends that Shareholders
vote in favour of Resolution 1.
Increase in the Directors’ Fee Pool
(Resolution 2)
NZX Main Board Listing Rule 2.11.1 and the Company’s
Constitution require that the maximum annual
remuneration that can be paid to all Directors in
aggregate (the “Fee Pool”) must be authorised by an
ordinary resolution of Shareholders. The Fee Pool may
then be divided amongst the Directors as the Board
deems appropriate.
As signalled in the 2021 Annual Report, following the
conversion from a refinery to an import terminal business,
the Board commenced a review of Directors’ fees in 2022.
The Board has undertaken a detailed review of fees to
assess the appropriateness of the fees paid to Directors
and ensure that the Company’s director remuneration
practices are consistent with market trends, the objective
of attracting and retaining high calibre individuals
as directors and ensure Directors are appropriately
compensated for their workload on the various Board
sub-committees under the Channel Infrastructure
governance framework.
The Company is now seeking to increase the annual Fee
Pool by 3% or $27,000 from $900,000 to $927,000.
The proposed change to the annual Fee Pool reflects:
• The Fee Pool was last increased five years ago at
the 2018 Annual Meeting. Despite the extremely high
workload of the Board during the Strategic Review and
subsequent business transformation (with 159 board
and commitee meetings over the last three calendar
years), the Board considered it was not appropriate to
increase fees at that time, recognising the uncertain
financial position of the Company and the workforce
changes that occurred during that period. In 2022,
Channel Infrastructure successfully transitioned to
its new business model, as New Zealand’s leading
fuel infrastructure company, reported a profit and
recommenced payment of dividends to shareholders.
• Over the last year, Channel Infrastructure has made
a number of changes to its Board and governance
processes to align with its new business, operations and
strategy. The updated 2023 Governance Statement
reflects a revised Health, Safety, Environment and
Operations (HSEO) board sub-committee. This new sub-
committee structure allows our Directors with specialist
expertise in these areas to increase their time and focus
on the continued improvement at Channel Infrastructure
on asset management, resilience, emergency response
and oversight of health, safety and environmental risks.
The Chair and members of this reconstituted HSEO
Committee should receive additional remuneration
for this committee work, as is consistent with market
practice for companies operating in high hazard
industries and with Channel Infrastructure’s other board
sub-committees. The additional remuneration proposed
for this committee (as outlined in the proposed fee
allocation below) would be $20,000 annually.
• The Company wishes to maintain the level of headroom
in the Feel Pool to pay additional fees as appropriate
to manage any Board succession that might occur over
the next few years and to pay Directors for significant
additional work on ad hoc committees for special
projects, as is the norm for the market, Based on the
proposed fee allocation set out below, there would be
approximately $90,000 of headroom in the Fee Pool for
such additional and ad hoc committee work, consistent
with the current head room.
• The proposed increase is modest relative to inflation of c.7%
The current and proposed fees by role are summarised
in the following table (with the fees that are proposed
to be changed shown in bold for ease of reference). It
is proposed these fees take effect following the Annual
Shareholders Meeting.
Resolutions 1 and 2 are ordinary resolutions. To be passed at this Annual Meeting, these Resolutions
require the approval of a simple majority of the votes cast by Shareholders entitled to vote and voting.
21Channel Infrastructure NZ | Notice of Annual MeetingChannel Infrastructure NZ | Notice of Annual Meeting

The proposed new fee allocation includes the additional
payments to the members of the HSEO Committee, and
moves the ratio of Board Chair to Independent Director
fee (as underlined in the above table) towards 2:1 ratio,
which takes into account the greater workload of the
Chair and that the Chair does not receive additional
remuneration for committee work or for special projects.
The proposed allocations are indicative as the Board
will retain the discretion to determine, as it deems
appropriate, how fees within the Fee Pool are allocated
amongst the Directors.
In accordance with Recommendation 5.1 of the NZX
Corporate Governance Code dated 1 April 2023, the
Board believes that the Directors’ fixed fees reflect the
time commitment and responsibilities of the Director’s
role, including for committee work. Further, there is not
and will not be any performance-based remuneration
for non-executive Directors (currently all Directors are
non-executive) and none of the Directors will receive
equity based compensation.
For these reasons, the Board unanimously recommends
that Shareholders vote in favour of Resolution 2.
The Directors have also obtained from
PricewaterhouseCoopers (“PwC”) a market
benchmarking report for Directors’ fees at the
Company. A summary of PwC’s report (including PwC’s
assumptions and methodologies), accompanies this
Notice of Meeting. PwC does not provide conclusions or
recommendations, and instead provides market data
to inform the Board in its assessment of the appropriate
level of Directors’ fees, including the new fees proposed
for the HSEO Committee.
Under the NZX Main Board Listing Rules, the Directors
and their associated persons are disqualified from voting
in favour of this resolution. The associated persons
include BP New Zealand Holdings Limited and Z Energy
Limited as some of the Directors of the Company
are also employees of those entities (or their related
companies).
RoleCurrent Directors’ FeeProposed Fee
Effective following the ASM
Base Director Fee$75,000$75,000
Base fee for Independent Director
($75,000 Base Director fee plus $20,000 Independent Directors
Committee member fee)
$95,000$95,000
Board Chair
$180,000$190,000
Committee Fees
Audit and Finance Committee – Chair$30,000$30,000
People and Culture Committee – Chair$20,000$20,000
Health, Safety, Environment and Operations
Committee – Chair
$10,000$20,000
Audit and Finance Committee – Member$12,500$12,500
People and Culture Committee – Member$5,000$5,000
Health, Safety, Environment and Operations
Committee – Member
-
$5,000
Voting entitlements
and disqualifications
Provided that they are registered as holding Shares on
Channel Infrastructure’s share register at 2.00pm on
Tuesday, 25 April 2023 (being the Record Date),
all Shareholders will be entitled to vote on Resolutions
1 and 2 (subject to the below disqualifications) at the
Annual Meeting.
There are no voting restrictions placed on Resolution 1.
Pursuant to the NZX Main Board Listing Rules, the
Directors and their associated persons are disqualified
from voting in favour of Resolution 2 (the resolution to
increase the Directors’ Fee Pool). The associated persons
include BP New Zealand Holdings Limited and Z Energy
Limited as some of the Directors intended to receive
payment are also employees of those entities (or their
related companies) respectively.
Directors and their associated persons are disqualified
from voting discretionary proxies in favour of Resolution
2, but may vote in accordance with a Shareholder’s
express instructions. If there are any motions from the
floor relating to remuneration then the Directors and
their associated persons will be ineligible to vote as the
discretionary proxies are not valid.
Casting votes
Shareholders may cast their vote in one of three ways:
(a) Personal attendance
If Shareholders wish they can attend the Annual
Meeting in person or participate virtually via the
Computershare Online Meetings platform
https://meetnow.global/nz provided by the Company’s
share registrar, Computershare Investor Services Limited.
If a Shareholder is a body corporate it may appoint
a representative to attend the Annual Meeting on its
behalf in the same manner as that in which it could
appoint a proxy.
(b) Proxies
A Shareholder entitled to attend and vote at the Annual
Meeting is entitled to appoint a proxy to attend and vote
instead of the Shareholder. A proxy need not be another
Shareholder. A Shareholder may appoint “The Chairman
of the Meeting” as proxy. The Chairman intends to vote
any undirected proxies held by him in favour of Resolution
1. The Chairman is disqualified from voting on an
undirected proxy in favour of Resolution 2 (the resolution
to increase the Directors’ Fee Pool).
If you have ticked the “PROXY DISCRETION” box and
your named proxy does not attend the Annual Meeting
or you have not named a proxy but have otherwise
completed the Proxy Form in full, the Chairman of the
Annual Meeting will act as your proxy. With respect to
any other direction the Proxy Form will take effect as
a postal vote. The Chairman’s voting intentions are set
out in the paragraph above, and it is noted that he is
disqualified from voting on an undirected proxy in favour
of Resolution 2 (the resolution to increase the Directors’
Fee Pool). Accordingly, Shareholders who wish to appoint
the Chairman as proxy are encouraged to record a
voting direction in relation to Resolution 2 to ensure their
vote is counted.
A Proxy Form is enclosed with this Notice of Annual
Meeting. If used to appoint a proxy, it must be deposited
with the Company not later than 48 hours before the
time for holding the Annual Meeting (i.e., on or before
2:00pm on Tuesday, 25 April 2023). A Proxy Form may
be deposited with the Company by any of the following
methods:
• Depositing it at the Registered Office of the Company;
• Online at www.investorvote.co.nz;
• Delivering it to the Company’s share registrar’s office at
Level 2, 159 Hurstmere Road, Takapuna, Auckland;
• Posting it to the Company’s share registrar’s office in
the supplied reply paid envelope; or
• Emailing it to corporateactions@computershare.co.nz.
The Company may however accept late Proxy Forms
received before the start of the Annual Meeting at its
sole discretion.
(c) Postal voting
Shareholders who are entitled to attend and vote at
the Annual Meeting may cast a postal vote instead of
attending in person or appointing a proxy.
A Proxy/Voting Form is enclosed with this Notice of
Annual Meeting. If used to cast a postal vote, it must be
deposited with the Company not later than 48 hours
before the time for holding the Annual Meeting (i.e., on
or before 2:00pm on Tuesday, 25 April 2023), in the same
manner as a Proxy Form. The Company may however
accept late Proxy/Voting Forms received before the start
of the Annual Meeting at its sole discretion.



Procedural Notes
43Channel Infrastructure NZ | Notice of Annual MeetingChannel Infrastructure NZ | Notice of Annual Meeting

Venue location
The physical location for
the Annual Meeting is Room
8 at The Grand by SkyCity
Level 7, 90 Federal Street,
Auckland CBD.
Parking is available at the
SkyCity Carpark, accessible
as shown. To have your
parking ticket validated,
please bring it with you
to the meeting where a
Channel Infrastructure
employee will be able to
assist you with validating
your ticket. There are also
a range of transportation
options available.
NELSON STREET
HOBSON STREET
SKY CITY CARPARK
FEDERAL STREET
WELLESLEY STREETVICTORIA STREET
Online appointment of proxies
and voting
A Shareholder entitled to attend and vote at the Annual
Meeting may appoint a proxy online or may vote
online on the website of the Company’s share registrar,
Computershare: investorvote.co.nz.
To appoint a proxy or vote online Shareholders will be
required to enter their CSN/Securityholder Number,
postcode/country of residence and the secure access
Control Number that appears on the front of their Proxy
Form. Proxies and votes submitted in this way must be
received on or before 2:00pm on Tuesday, 25 April 2023.
The Company may however accept late online votes
received before the start of the Annual Meeting at its sole
discretion.
The Company Secretary, Chris Bougen, has been
authorised by the Board to receive and count postal
votes, including online votes, at the Annual Meeting.
NZ RegCo
NZ RegCo has not reviewed and approved this Notice of
Annual Meeting. NZ RegCo takes no responsibility for any
statement in the Notice of Annual Meeting or Explanatory
Notes accompanying the Notice of Annual Meeting.
Virtual meeting
If Shareholders do not wish to attend the Annual Meeting
in person, Shareholders can attend and participate in the
Annual Meeting online via an internet connection (using a
computer, laptop, tablet or smartphone).
Details of how to participate virtually are provided in the
accompanying Virtual Meeting Guide, with instructions
for accessing the virtual meeting. Shareholders are
encouraged to review this guide and download the app
prior to the Annual Meeting.
Shareholders will be able to view the presentations,
vote on the Resolutions to be put to Shareholders and
ask questions, by using their own computers or mobile
devices. Shareholders will still be able to appoint a proxy
to vote for them or send a postal vote, as they otherwise
would, by following the instructions on the Proxy Form and
this Notice of Annual Meeting. If a proxy is appointed and
attends the Annual Meeting, Shareholders will not be able
to vote as the proxy will do that for them.
5Channel Infrastructure NZ | Notice of Annual Meeting

---

Lodge your postal vote or proxy
Online
www.investorvote.co.nz
By Mail
Computershare Investor Services Limited
Private Bag 92119, Auckland 1142, New Zealand
By Email
corporateactions@computershare.co.nz
For all enquiries contact
+64 9 488 8777
corporateactions@computershare.co.nz
Proxy/Voting Form
www.investorvote.co.nz Smartphone?
Lodge your vote or appoint a proxy, 24 hours a day, 7 days a week: Scan the QR code to vote now.
Your secure access information
Control Number: CSN/Shareholder Number:
PLEASE NOTE: You will need your CSN/Shareholder Number and postcode or country of residence (if outside
New Zealand) to securely access InvestorVote and then follow the prompts to lodge or appoint your proxy online.
For your proxy to be effective it must be received by 2.00pm on Tuesday, 25 April 2023
Go online to vote, or turn over to complete the form
If Shareholders do not wish to physically attend the Annual Meeting at 2.00pm on Thursday, 27 April 2023 in Room 8 at The
Grand by SkyCity Level 7, 90 Federal Street, Auckland CBD, all Shareholders will have the opportunity to attend and participate
in the 2023 Annual Meeting online via https://meetnow.global/nz (using a computer, laptop, tablet or smartphone). The
virtual meeting will be accessible on both desktop and mobile devices. Please refer to the Virtual Meeting Guide 2023 that
accompanies this Proxy/Voting Form.
Notes
1. Appointment of Proxy:
As a Shareholder you may attend the Annual Meeting and vote, or you may
appoint a proxy to attend the Annual Meeting and vote in your place. A proxy
need not be a Shareholder of the Company. You may, if you wish, appoint
“The Chairman of the Meeting” as your proxy. The Chairman intends to vote
any undirected proxies held by him in favour of Resolution 1. The Chairman is
disqualified from voting on an undirected proxy in favour of resolution 2 (the
resolution to increase the Directors’ Fee Pool). Joint holders should all sign the
form if appointing a proxy.
If you have ticked the “PROXY DISCRETION” box and your named proxy does
not attend the Annual Meeting or you have not named a proxy, the Chairman
of the Annual Meeting will act as your proxy. With respect to any other
direction the proxy form will take effect as a postal vote. The Chairman’s
voting intentions are set out in the paragraph above. Resolution 1 is not
subject to any restrictions on voting under the NZX Listing Rules. Pursuant
to the NZX Main Board Listing Rules, the Directors and their associated
persons are disqualified from voting in favour of Resolution 2 (the resolution
to increase the Directors’ Fee Pool). The associated persons include BP New
Zealand Holdings Limited and Z Energy Limited.
Directors and their associated persons are disqualified from voting
discretionary proxies in favour of Resolution 2, but may vote in accordance
with a Shareholder’s express instructions. If there are any motions from the
floor relating to remuneration then the Directors and their associated persons
will be ineligible to vote as the discretionary proxies are not valid.
If you are a company you may appoint a proxy or you may appoint a
representative to attend the Annual Meeting using this Form, signed on
your behalf by a person authorised by resolution of your Board. If this Form
has been signed under a power of attorney a signed certificate of non-
revocation of the power of attorney must be provided to the Company with
this Form.
2. Postal Voting:
If you are unable or do not wish to attend the Annual Meeting or appoint
a proxy or representative, you may cast a postal vote by completing and
lodging this Form in accordance with the instructions below. Alternatively,
you may cast your vote online at www.investorvote.co.nz.
3. Attending the meeting virtually
If you propose to attend the meeting virtually, please read the enclosed
Virtual Meeting Guide prior to the meeting. You can participate in the
meeting virtually through the web platform https://meetnow.global/nz and
entering the meeting. You will be able to view presentations, ask questions
and (unless you have appointed a proxy) cast your vote from your own
computer, mobile or similar device. For any assistance with the process,
please contact Computershare on +64 9 488 8777 between 8.30am – 5.00pm
Monday to Friday.
4. Resolutions:
If you wish to instruct your proxy how to vote, or if voting by post, please do
so by placing a tick in the FOR, AGAINST or ABSTAIN box for each Resolution
upon which you wish to vote. If you wish the proxy to vote or abstain
from voting as he or she thinks fit, you must place a tick in the PROXY’S
DISCRETION box. If you do not mark any box in respect of a Resolution, in
the case of a postal vote you will be deemed to have abstained from voting
on that Resolution and in the case of an appointment of a proxy you will
be deemed to have given your proxy discretion as to whether and how
to vote on that Resolution. If a vote is required on any other matter at the
Annual Meeting a proxy may vote or abstain from voting on that matter on
your behalf as he or she thinks fit, except the Directors and their associated
persons in relation to Directors’ remuneration.
To be valid, this Form must be deposited with the Company, by:
- Depositing it at the Registered Office of the Company;
- Online at www.investorvote.co.nz;
- Delivering it to the Company’s share registrar’s office at Level 2, 159
Hurstmere Road, Takapuna, Auckland;
- Posting it to the Company’s share registrar’s office in the supplied reply
paid envelope; or
- Emailing it to corporateactions@computershare.co.nz
In each case it must be received at least 48 hours before the time for holding
the Annual Meeting (that is, not later than 2.00pm on Tuesday, 25 April 2023).

Annual Meeting of Shareholders of the Company to be held in Room 8 at The Grand by
SkyCity Level 7, 90 Federal Street, Auckland CBD and virtually through Computershare
Online Meetings using the login details explained in the Notice of Annual Meeting and in
the Virtual Meeting Guide 2023 that accompanies this Notice of Annual Meeting.
Proxy
For Against Discretion Abstain
NO YES
ATTENDANCE SLIP
Proxy/Voting Form
STEP 1 Postal Voting Form or Proxy Voting Instructions
Please note: Please complete this section if you wish to appoint a proxy or representative or if you wish to vote by post or
by email. Tick the box that applies. Mark only ONE box in respect of each Resolution.
Resolutions
1. That Directors be authorised to fix the fees and expenses of Ernst & Young as auditors to the
Company for the financial year ending 31 December 2023.
2. That the total amount of Directors’ fees that may be payable annually to all Directors in aggregate
be increased with effect from the commencement of the current financial year by 3% from $900,000
to $927,000, such sum to be divided among the Directors as the Directors deem appropriate.
Other Matters
I wish to appoint a proxy to attend the meeting on my behalf.
If your proxy will be attending the meeting remotely, please ensure that you provide their contact details (phone and
email address). If this information is not provided, we cannot guarantee remote admission to the meeting for your proxy.
Proxy contact details (Phone): and (Email):
STEP 2 Appoint a Proxy to Vote on Your Behalf
You may complete this Form if you are NOT attending the meeting and you wish to appoint a proxy or representative to
attend in your place. You may complete only the Resolutions section of this Form if you wish to vote by post or by email.
DO NOT complete this Form if you are appointing a proxy online or you are voting online.
I
/We the above named Shareholder/Shareholders of the “Company” Channel Infrastructure NZ Limited
hereby appoint of
or failing him/her of
as my/our proxy or representative to exercise my/our vote at the Annual Meeting of Shareholders of the Company to be held on Thursday,
27 April 2023 commencing at 2.00pm.
SIGN Signature of Shareholder(s) This section must be completed.
Shareholder 1 Shareholder 2 Shareholder 3
or Sole Director/Director or Director (if more than one)
Contact Name Contact Daytime Telephone Date

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Channel Infrastructure NZ Ltd
Non-executive directors’ fees benchmarking
Summary report
Strictly private andconfidential
21 March 2023

21 March 2023Strictly private and confidential
PwC
PwC’s Reward Services team was engaged by the Channel Infrastructure NZ Limited (Channel Infrastructure) Board of Directors (theBoard) to provide
independent remuneration benchmarking services in relation to Channel Infrastructure’s Directors’ fees (the Services).
As lead engagement Partner for the provision of the Services to the Board, I declare that no influence has been brought to bear upon me or, to the best of
my knowledge and belief, any member of the PwC Reward Services team, by any Board member, employee or executive of Channel Infrastructure or any
other party regarding the Services or outcomes of the Services.
Dated: 21 March 2023
Chris Place
Partner
PricewaterhouseCoopers
2
Channel Infrastructure NZ Limited
Remuneration Service provider
Independence declaration

21 March 2023Strictly private and confidential
PwC
Summary
3
The table below summarises market remuneration data provided by PwC for directors’ fees from a comparator group of 14 NZX-listedcompanies agreed with the
Channel Infrastructure Board for the purposes of this exercise. PwC’s scope for this work was limited to the provision of marketdata and positioning relative to
the data and no recommendations are made regarding the remuneration of Channel Infrastructure directors.
The primary basis for the comparator group composition was comparable market capitalisation. Median market capitalisation acrossthe sample was $524 million
(average: $538 million), compared to Channel Infrastructure’s market capitalisation of $537 million when the peer group was resolved in November 2022. Details
of the comparator group are provided in Appendix 1.
As requested by Channel Infrastructure, we have also provided line by line fee information for seven listed companies operating within high hazard/risk industries
(Appendix 2).
The table below summarises the market median position for specified Board roles and aggregate fees and compares Channel Infrastructure’s current directors’
fees against the market median of the comparator group. Data is current to December 2022 and has been sourced from publicly available information, including
annual reports and NZX disclosures.
Where the Board chooses to position its fees against the market data will depend on the Board’s view of the overall relevance of the comparator group and
specifically Channel Infrastructure’s perceived relative complexity of operations, scale, ranking (by scale) and risk profileascompared with those of the
comparator companies.
Executive summary table
PositionSample sizeMarket median Channel Infrastructure
policy fee
Comparison to the
market median
Board Chair
1
13178,000180,000101%
NED
2
1490,00095,000106%
Chair of Audit & Finance committee
3
1415,00030,000200%
Chair of Audit & Finance committee
-
aggregated
3
14106,100125,000118%
Chair of People & Culture committee
4
1112,00020,000167%
Chair of People & Culture committee aggregated
4
11106,000115,000108%
Chair of ‘Other’ Committee
5
612,90010,00078%
Chair of ‘Other’ Committee aggregated
5
6100,000105,000105%
Member of Audit & Finance committee
6
510,00012,500125%
Member of Audit & Finance committee
–
aggregated
6
5100,000107,500108%
Member of People & Culture committee
7
47,6005,00066%
Member of People & Culture committee aggregated
7
4102,600100,00097%
Total poolfee
8
11827,600900,000109%
Actual fees paid
9
14681,500805,000118%
Channel Infrastructure NZ Limited
Footnotes to the table are provided on the page overleaf.

21 March 2023Strictly private and confidential
PwC
Summary (continued)
4
Notes:
1.Analysis of the 13 companies in the sample which had a Board Chair, with one having an Executive Chair. The majority of Chairroles received no committee fees,
with the base fee recompensing all Board contribution/roles held. Where additional fees werepaid, this was includedin the data analysis above and throughout the
report.
2.Analysis of base NED fees for all 14 companies in the comparator group. Channel Infrastructure NED fees consist of Channel Infrastructure’s base fees ($75,000)
plus an Independent Director Committee fee ($20,000). Non-independent directors currently receive the base fee of $75,000 only in recognition of their reduced
workload relative to the independent directors.
3.Analysis of each of the 14 companies’ committee fees for this position. Aggregated remuneration analysis -which reflects payment of the NED fee + committee fee
-has also been itemised for completeness.
4.Analysis of each of the 11 companies that had this role/paid additional remuneration to this role. Some companies combined this committee portfolio e.g. People &
Remuneration Committee, Remuneration & Nomination Committee etc. Both committee fee only and aggregated fees (with NED remuneration) are provided.
5.Analysis of each of the 6 companies that had another committee role for which the chair of committee attracted an additional feeto base NED remuneration.
Aggregated remuneration analysis which reflects payment of the NED fee + committee fee is also provided. Channel Infrastructure’s ‘Other’ committee chair fee
pertains to the Chair of the Health, Safety and Operations’ Committee role. There was insufficient market data available to publish data for the Member of ‘Other’
Committee role.
6.Analysis of each of the 5 companies that had this role/paid additional remuneration to this role. Aggregated remuneration analysis for NED fee + committee fee is
also provided.
7.Analysis of each of the 4 companies that had this role/paid additional remuneration to this role. Aggregated remuneration analysis (NED fee + committee fee) is
also provided.
8.Analysis of each of the 11 companies where a pool fee is set/disclosed.
9.Analysis for all 14 companies of actual fees paid.
Channel Infrastructure NZ Limited

21 March 2023Strictly private and confidential
PwC
5
Appendix 1 -Comparator group
Comparator group dimensions & Channel Infrastructure relativity
Source: Market capitalisation data was sourced from the
NZX website in November 2022, when the peer
comparator group was agreed.
Annual revenue and total asset numbers were sourced
from the most recently available annual reports.
.
Channel Infrastructure NZ Limited
Organisation name
Market
Capitalisation
($ millions)
Company total
revenue
($ millions)
Company total
assets
($ millions)
Vulcan Steel1,107973795
Stride Investment Management8701791,642
Arvida Group8612023,397
Synlait Milk6291,6611,576
Oceania Healthcare5862332,198
Tourism Holdings555346596
Napier Port Holdings552115563
Michael Hill International497595511
Sanford395532978
Sky Network Television332736777
T&G Global3141,365984
PGG Wrightson313953510
Turners Automotive Group311343826
Steel & Tube214599434
Channel Infrastructure5372341,158
Median524564811
Average5386311,128

21 March 2023Strictly private and confidential
PwC
6
Appendix 2 –“High hazard” NED fee line-by-line disclosures
Channel Infrastructure NZ Limited
Role NZ Oil & GasGenesis EnergyContact EnergyMercuryAir NZ
2
Vector
3
Port of Tauranga
Number of Directors
(excludes MD/ Exec
Directors)
5779878
Chair
-
1
$200,000$290,000$205,000$270,000$207,650$180,000
Non Executive Directors
$82,320$100,000$140,000$103,000$100,000$103,825$92,000
Chair: Audit & Finance
Committee
-$26,000$46,500$28,000$40,000$13,500$20,000
Member: Audit & Finance
Committee
-$15,650$23,250$13,000$20,000$7,500$11,750
Chair: People & Culture
Committee
-$20,000$26,500$20,400$20,000$10,000$15,000
Member: People & Culture
Committee
-$10,000$13,250$10,000$10,000$5,000$7,625
Chair: Other Committee--
$26,500
(Safety & Sustainability
Committee,
Development
Committee)
-
$40,000
(H&S Committee)
--
Member: Other Committee-
$5,000
(Nominations
Committee)
$13,250
(Safety & Sustainability
Committee,
Development
Committee)
$6,000
(Nominations
Committee)
$20,000
(H&S Committee)--
Head room on a policy
basis
-$35,000-$40,000-$6,010-
Total Approved Directors'
Fees
$600,000$1,072,950$1,500,000$1,085,400$1,232,333$946,110$880,000
Actual fees paid to
Directors
$381,000$865,146$1,368,750$1,030,285$1,210,987$770,125$861,736
Notes:
1.The NZ Oil & Gas Chairman is a Non-Independent Chair and does not receive fees, due to his association with NZ Oil & Gas’ major shareholder.
2.Air NZ also has a Deputy Chair role at $114,000.
3.Vector signalled in its 2022 AGM notice that it will implement its proposed directors fees’ increase over two financial years(approved at Vector’s Annual General Meeting on 29 September 2022).
The fees captured here reflect the first year’s increase i.e. rates for the FY23 period. Vector also has a Deputy Chair role at $108,325.

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Attending the meeting online
Our online meeting provides you the opportunity to
participate online using your smartphone, tablet or computer.
If you choose to attend online you will be able to view a live
webcast of the meeting, ask questions and submit your
votes in real time.
You
will need the latest version of Chrome, Safari or
Edge. Please ensure your browser is compatible.
HOW TO PARTICIPATE IN VIRTUAL/HYBRID MEETINGS
Visit https://meetnow.global/nz
When successfully authenticated, the home screen
will be displayed. You can watch the webcast, vote,
ask questions, and view meeting materials in the
documents folder. The image highlighted blue
indicates the page you have active.
The webcast will appear and begin automatically
once the meeting has started.
Voting
Resolutions will be put forward once voting is
declared open by the Chair. Once the voting has
opened, the resolution and voting options will appear.
To vote, simply select your voting direction from the
options shown on screen. You can vote for all
resolutions at once or by each resolution.
Your vote has been cast when the green tick appears.
To change your vote, select ‘Change Your Vote’.
Q&A
Any eligible shareholder/proxy attending the meeting
r
emotely is eligible to ask a question.
S
elect the Q&A tab and type your question into the
box at the bottom of the screen and press 'Send'.
Navigation
Access
Access the online meeting at
https://meetnow.global/nz, and select the required
meeting. Click 'JOIN MEETING NOW'.
If you are a shareholder:
Select 'Shareholder' on the login screen and enter
your CSN/Holder Number and Post Code. If you are
outside New Zealand, simply select your country
from the drop down box instead of the post code.
Accept the Terms and Conditions and click Continue.
If you are a guest:
Select Guest on the login screen. As a guest, you will
be prompted to complete all the relevant fields
including title, first name, last name and email
address.
Please note, guests will not be able to ask questions
or vote at the meeting.
If you are a proxy holder:
You will receive an email invitation the day before the
meeting to access the online meeting. Click on the
link in the invitation to access the meeting.
Contact
If you have any issues accessing the website please
c
all +64 9 488 8700.

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channelnz.com


NZX RELEASE
27 March 2023

2023 Annual Shareholders Meeting
Channel Infrastructure (CHI) has today released the Notice of Meeting for the 2023 Annual Shareholders’
Meeting, which will be held at 2pm on Thursday 27 April 2023. The meeting will be a hybrid meeting, with
shareholders able to either attend in person at The Grand by SkyCity Level 7, 90 Federal Street, Auckland
CBD, or attend online. The attached Notice of Meeting, Proxy Form and Virtual Meeting Guide are being
sent to shareholders today. An electronic copy of these documents will also be available on the company’s
website www.channelnz.com.

- ENDS -

Authorised by:
Chris Bougen
General Counsel and Company Secretary
Investor Relations contact:
Anna Bonney
investorrelations@channelnz.com

Media contact:
Laura Malcolm
communications@channelnz.com
+64 21 02363 297

About Channel Infrastructure NZ
Channel Infrastructure is New Zealand’s leading fuel infrastructure company.
Channel Infrastructure owns critical infrastructure, supplying the Northland and Auckland markets, which
make up 40% of New Zealand’s transport fuel demand and all of the jet fuel to the Auckland International
Airport. Utilising the deep-water harbour and jetty infrastructure at Marsden Point, as well as 280 million
litres of storage tanks, and the 170-kilometre pipeline from Marsden Point to Auckland we receive, store, test
and distribute fuel owned by our customers. Channel Infrastructure’s wholly-owned subsidiary, Independent
Petroleum Laboratory Limited, provides fuel quality testing services at Marsden Point and around New
Zealand.
Channel Infrastructure is well positioned to support New Zealand’s changing future fuel needs, with growth
opportunities at the Marsden Point site including additional fuel storage to support fuel security and work
underway with customers and partners on biofuel and hydrogen opportunities.
For more information on Channel Infrastructure, please visit: www.channelnz.com