2023 Notice of Annual Shareholders Meeting and Proxy Form

NAPIER PORT – TE HERENGA WAKA O AHURIRINOTICE OF ANNUAL SHAREHOLDERS MEETING 2023 / 1
BUSINESS AND AGENDA
OF THE MEETING
A. ADDRESS OF CHAIR AND
CHIEF EXECUTIVE OFFICER
B. 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 2023 as contained in
the Company’s 2023 Annual Report.
C. ORDINARY RESOLUTIONS
Shareholders will be asked to consider and, if thought
appropriate, to pass the following resolutions:
1. ELECTION OF JOHN HARVEY AS DIRECTOR:
John Harvey 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. AUDITORS:
To authorise Directors to fix the Auditor’s remuneration for
the ensuing year. For further details, see Explanatory Note 2.
Resolutions 1, and 2 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.
D. 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,
BLAIR O’KEEFFE
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/nph23
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, 13 December 2023, 5.00pm.
LATEST TIME FOR RECEIPT PROXY APPOINTMENTS:
Wednesday, 13 December 2023, 10.30am.
ANNUAL SHAREHOLDERS MEETING:
Friday, 15 December 2023, 10.30am.
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, 15 DECEMBER 2023.

NAPIER PORT – TE HERENGA WAKA O AHURIRINOTICE OF ANNUAL SHAREHOLDERS MEETING 2023 / 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 13 December 2023 (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.linkgroup.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, 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, 13 December 2023.
Results of the voting will be posted on the Company’s
website following the conclusion of the Annual Shareholders
Meeting and finalisation of the voting results.
The Company’s external auditor, Ernst & Young, will be
available at our Annual Shareholders Meeting to answer
questions from shareholders relevant to the external audit.
VIRTUAL ANNUAL
SHAREHOLDERS MEETING
Shareholders 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/nph23. 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 2023 / 3
EXPLANATORY NOTES
1. RESOLUTION 1: RE-ELECTION
OF DIRECTOR, JOHN HARVEY
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. John Harvey and Diana Puketapu
retire by rotation at the Annual Shareholders Meeting.
Diana Puketapu has advised the Board of Directors that
she is not seeking re-election. John Harvey, being eligible
for re-election at the Meeting, offers himself for re-election.
A brief biographical note on director, John Harvey,
is included below.
JOHN HARVEY
John Harvey joined the Napier Port Holdings Limited Board
in February 2019. John has a background in financial
services, including NZX listings, acquisitions, mergers
and financial reporting, with over 35 years’ professional
experience as a chartered accountant. He was a partner at
PricewaterhouseCoopers for 23 years, including eight years
as Auckland Managing Partner. John retired from PwC
in 2009 to pursue a career as a non-executive director.
He is a Chartered Fellow of the Institute of Directors
in New Zealand (Inc.) and is a Chartered Accountant
Fellow of Chartered Accountants Australia and New
Zealand. John is currently a director of Heartland Bank
Limited. He previously served on the Boards of Kathmandu
Holdings, Port Otago, Investore Property, Stride Property
Group, Ballance Agri-Nutrients and APN News and Media.
The Board of Directors supports the re-election of director,
John Harvey.
2. RESOLUTION 2: 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.

napierport.co.nz Napier Port Napier Port

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LODGE YOUR PROXY
Online:
https://investorcentre.linkgroup.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 2023 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/nph23 at 10:30am on
Friday, 15 December 2023. 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 13 December 2023.

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.linkgroup.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 15 December 2023 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 John Harvey as Director.
   
2.
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 http://www.virtualmeeting.co.nz/nph23 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.linkgroup.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, 13 December 2023. 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: