Notice of 2024 Annual Shareholders Meeting

The meeting will be held at:
TIME:
2.00pm (New Zealand time)
SCHEDULED DATE:
Tuesday, 30 April 2024
PLACE:
Level 4 Members Lounge,
Sky Stadium Function Centre,
Wellington and virtually through
Computershare Online Meetings
using the login details explained
in this Notice of Annual Meeting
and in the Virtual Meeting Guide
2024 that accompanies this
Notice of Annual Meeting.
Notice
of Annual
Meeting

Notice is hereby given that the Annual Meeting of Channel Infrastructure
NZ Limited (“Company” and “Channel Infrastructure”) will be held
at 2.00pm on Tuesday, 30 April 2024 at Level 4 Members Lounge,
Sky Stadium Function Centre, Wellington. 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 Sunday, 28 April 2024,
in accordance with the instructions at the back of this
Notice of Annual Meeting and the Proxy Form.
Business
A. Presentations
(i) Chair’s Address.
(ii) Chief Executive’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 2024.”
Directors recommend Shareholders vote FOR
this resolution.
Election and Re-election of Directors
In accordance with Clause 8.9 of the Company’s
constitution (“Constitution”), Ms Vanessa Stoddart
retires by rotation and being eligible, offers herself for
re-election. Under Clause 8.8 of the Constitution,
Mr Andrew Brewer and Ms Felicity Underhill were
appointed by the Directors and being eligible, offer
themselves for election. Accordingly, it is proposed that
the Shareholders consider and, if thought fit, pass the
following ordinary resolutions for the purposes of NZX
Listing Rule 2.7.1:
Resolution 2: “That Ms Vanessa Stoddart,
who retires by rotation in accordance with clause
8.9 of the Constitution, be re-elected as a Director
of the Company”.
Directors recommend Shareholders vote FOR
this resolution.
Resolution 3: “That Mr Andrew Brewer, who retires
in accordance with clause 8.8 of the Constitution,
be elected as a Director of the Company”.
Directors recommend Shareholders vote FOR
this resolution.
Resolution 4: “That Ms Felicity Underhill, who retires
in accordance with clause 8.8 of the Constitution,
be elected as a Director of the Company”.
Directors recommend Shareholders vote FOR
this resolution.

1Channel Infrastructure NZ | Notice of Annual Meeting

Shareholder proposal from
Mr Karl Barkley
In accordance with clause 7.1.4 of the Company’s
constitution, the following ordinary resolution has been
proposed by shareholder, Mr Karl Barkley (who holds 1,010
shares in the Company). As this is a resolution concerning
the management of the Company, under the Companies
Act 1993 it is not binding on the Board:
Resolution 5:
“a . That all work on the decommissioning of the Marsden
Point Refinery be suspended once the safety
of staff and contractors have been addressed,
pending the delivery of an independent report by
an appropriately qualified engineering firm, on the
costs, benefits and estimated schedule of reinstating
the refinery to operating capability, assuming market
conditions, including operating costs and customer
demand, that were in effect across 2017.
b. That such report be allocated a budget of
NZ$100,000 with a delivery time of 6 months from
the time the contract is let.
c. That the Board direct management to issue a request
for proposals and seek invitations for tender for
consideration within 2 months of the meeting date
(30 April 2024).
d. That the report be provided to all Shareholders
with a recommendation from Management for
consideration at a Special Meeting to be called
within 25 working days of receipt of the Report.”
Directors recommend Shareholders vote AGAINST
this resolution.





Director nominations received
The Company has received a notice from a Shareholder
(who holds 127 shares in the Company) nominating
Mr Karl Barkley and Mr Daniel Reurich for election as
directors of the Company. In accordance with NZX
Listing Rule 2.3.2, these nominations must be included
in this Notice of Meeting as ordinary resolutions
for consideration by Shareholders.
Resolution 6: “That Mr Karl Barkley, who is nominated
as a director by a Shareholder of the Company
in accordance with Listing Rule 2.3.1, be elected
as a Director of the Company”.
Directors recommend Shareholders vote AGAINST
this resolution.
Resolution 7: “That Mr Daniel Reurich, who is nominated
as a director by a Shareholder of the Company
in accordance with Listing Rule 2.3.1, be elected
as a Director of the Company”.
Directors recommend Shareholders vote AGAINST
this resolution.
By order of the Board
Chris Bougen
General Counsel and Company Secretary
28 March 2024
2Channel Infrastructure NZ | Notice of Annual Meeting

Explanatory Notes - Resolutions
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 2024.
The Board unanimously recommends that Shareholders
vote FOR Resolution 1.
Election and Re-election of Directors
(Resolutions 2 to 4)
Resolution 2:
Re-election of Ms Vanessa Stoddart
Term of Office:
Ms Stoddart was appointed as an Independent
Director on 20 May 2013 and last re-elected at
the 2021 Annual Meeting.
Board Committees:
Ms Stoddart is Chair of the People and Culture Committee
and a member of the Independent Directors Committee.
Experience:
Ms Stoddart has extensive experience in transformation,
legal and governance roles, including on the board
of Waste Management, the Financial Markets Authority,
the Ministry of Business, Innovation and Employment
and Health NZ, along with previous executive experience
at Air New Zealand and Carter Holt Harvey.
Independent Director and Board support:
Ms Stoddart is an Independent Director of the Company
as defined in the NZX Listing Rules. Ms Stoddart has
extensive skills, knowledge, experience and expertise
considered necessary for an effective board under the
Company’s Board Skills Matrix that is aligned to the
Company’s strategy. The Board is supportive of the
re-election of Ms Stoddart as a Director of the Company
and unanimously recommends that Shareholders
vote FOR Resolution 2.
All Resolutions 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.
Vanessa Stoddart
BCOM/LLB (Hons),
PGDip Prof Ethics
3Channel Infrastructure NZ | Notice of Annual Meeting

Andrew Brewer
B.Eng (Hons)/BSci,
Diploma Management
Resolution 3:
Election of Mr Andrew Brewer
Term of Office:
Mr Brewer was appointed as a non-Independent Director
on 6 December 2023.
Board Committees:
Mr Brewer sits on the Health, Safety, Environment
and Operations sub-committee.
Experience:
Mr Brewer is a highly experienced leader in the operation
of downstream oil facilities including world-class terminal
operations. He is currently Executive General Manager,
Infrastructure, at Ampol Limited where his responsibilities
include Ampol’s national Australian terminals network
and refinery infrastructure. In this portfolio is the Lytton
refinery, and the Kurnell Terminal which transitioned under
Andrew’s leadership in 2014 from refining operations
and is the largest terminal in Australia. Andrew has
announced he is retiring from Ampol with effect from
30 June 2024.
Andrew brings great value to the Company from his more
than 20-years of experience in operating and leading
large-scale hydrocarbon refining and terminal operations
in Australia, New Zealand and Canada, and prior to that,
20-years of experience in metals smelters. He previously
served as Chief Operating Officer at Refining NZ
(now Channel Infrastructure), during the Company’s
Strategic Review.
Non-independent Director and Board support:
Mr Brewer is not an Independent Director of the Company
as defined in the NZX Listing Rules. Mr Brewer has
extensive skills, knowledge, experience and expertise
considered necessary for an effective board under the
Company’s Board Skills Matrix that is aligned to the
Company’s strategy. The Board is supportive of the
election of Mr Brewer as a non-Independent Director
of the Company and unanimously recommends that
Shareholders vote FOR Resolution 3.
Resolution 4:
Election of Ms Felicity Underhill
Term of Office:
Ms Underhill was appointed as an Independent Director
on 15 March 2024.
Board Committees:
Ms Underhill sits on the Audit & Finance Committee
and a member of the Independent Directors Committee.
Experience:
Ms Underhill brings a strong background in the future
fuels sector and energy transition to the Company.
Following an early career in international roles at Shell,
Felicity joined Origin Energy where she transitioned
into the green energy sector. In her recent roles with
Fortescue, she was accountable for developing
a portfolio of renewable energy and green hydrogen
production projects across Australia and New Zealand.
She has a strong focus on future fuels, innovation
and the commercialisation of projects.
Ms Underhill has a Bachelor of Political Science from
Victoria University and a Master of Arts (Distinction)
in Internal Relations and Conflict Resolution, Brussels
School of International Studies. She has held previous
governance roles with the Australia Hydrogen Council
(Deputy Chair) and chaired various government/industry
working groups while in Australia.
Independent Director and Board support:
Ms Underhill is an Independent Director of the Company
as defined in the NZX Listing Rules. Ms Underhill has
extensive skills, knowledge, experience and expertise
considered necessary for an effective board under the
Company’s Board Skills Matrix that is aligned to the
Company’s strategy. The Board is supportive of the
election of Ms Underhill as an Independent Director
of the Company and unanimously recommends
that Shareholders vote FOR Resolution 4.
Felicity Underhill
BA, MA (Dist),
Ngāti Raukawa
4Channel Infrastructure NZ | Notice of Annual Meeting

Shareholder Proposal (Resolution 5)
Recommencing refining operations
Mr Karl Barkley, who holds 1,010 ordinary shares
in the Company, has given notice to the Company
of a proposal for inclusion in the Notice of Meeting,
which the Company is required to present to
Shareholders in accordance with the Companies
Act 1993. Set out below is a statement from Mr Barkley
accompanying his proposal.
The Board is not supportive of this proposal for the
reasons set out in the box below labelled “Reasons
for Board recommendation AGAINST Resolution 5”
and therefore unanimously recommends that
Shareholders vote AGAINST Resolution 5.
For the purposes of section 109 of the Companies
Act 1993 and clause 7.1.3 of the Company’s constitution,
as Resolution 5 concerns matters relating to management
of the company, it is not binding on the Board even if it
were to be passed. Therefore, the Board is not obligated
to give effect to it, and for the reasons noted further
below, it does not intend to do so.
Mr Karl Barkley’s statement
Mr Barkley has provided the Company with the following
statement in relation to his proposal, which the Company
is including in this Notice of Meeting in accordance with
the Companies Act:
Channel Infrastructure currently retains assets that in
today’s political, economic and global climate (20th
March 2024) that warrant consideration of a return to
refining at the Marsden Point site. The assets include the
partially deconstructed refinery and resource consents for
in excess of 30 years of refining opportunity. The change
in government includes a change in direction, indicated
by the coalition’s agreement to investigate restarting
refinery operations in New Zealand. With the government
promising a focus on rebuilding the economy and being
keen to find projects that would bring high skilled

New Zealanders back and a clearly expressed mandate
for rebuilding the country’s transport infrastructure,

it is timely for Channel Infrastructure to take pause and
reassess its capital investment priorities to include a return
to refining.
On the 17th of March 2024 at his State of the Nation
address, Deputy Prime Minister, Winston Peters, reiterated
his commitment to investigating restarting the refinery at
Marsden Pt. Minister for Transport, Simeon Brown, in his
2024 General Policy Statement for the Ministry reiterated
the commitment to reprioritise climate mitigation policies
and instead return to a focus on improving the transport
industry, with a strong focus on roading maintenance and
upgrades. This means total kilometres travelled is set to
increase significantly in the foreseeable future and thus
the amount of transport hydrocarbon based fuel demand
will continue to increase for sometime before increasing
fuel efficiencies and broad sector moves to lower carbon
fuels become viable alternatives. Note the 2024 GPS
also includes plans to develop a 30 year forward looking
transport plan to help with long term planning for both
maintenance and new builds within the transport arena
increasing demand for bitumen.
Recent industry indicators suggest that the shine has
come off the electric vehicle market accelerated by the
removal of the clean car discounts and the introduction
of Road User Charges for EV’s and Hybrids. This has
resulted in significant slowing of the sales of New EV’s
and Hybrid EV’s in the last 3 - 6 months. If plugin hybrids
are allowed to be converted to hybrid only we will see a
further reduction in the amount of effectively electricity
powered travel. This means that the requirement for
petrol, diesel and LPG will remain much higher for much
longer then has been previously forecast. The shine
going off electric vehicles manufacturing is showing
many vehicle manufacturers pulling back on plans to fully
commit to EV production and instead retain significant
levels of petrol and diesel powered options in production.
The upshot of this is transport fuels will be required long
into the future.
It should be noted that within the 2 years since the
refinery was shutdown there have been a number
of incidences of contaminated fuel being delivered,
particularly noted with A1 Jet fuel sent via the RAP to
Auckland Airport creating a significant fuel shortage
effecting National and International Flights out of
Auckland. There has also been complaints from vehicle
mechanics and motorists alike about both poor
performance of vehicles. The imported fuels appear
to go stale much more quickly and fuel filters and fuel
system components are needing to be replaced much
more often in both distribution systems and the vehicles
themselves. Without a NZ based refinery, seriously
contaminated fuel shipments must be sent back for

re-refining overseas, and extra shipments ordered,
whilst coping with a minimum 18 to 22 day lead time
for replacements to be guaranteed to arrive.
With respect to Sustainable Aviation Fuels, the set
targets can potentially be better and more economically
achieved within the context of a full refinery operation
through the introduction of wood waste and municipal
waste being processed into a bio-oil feedstock that
could be blended into the normal refinery processes.
This would allow for a much more robust and carefully
managed transition to sustainably generated fuels and
other refinery products and ensure a capacity to meet
sustainable fuels targets. Through blending in sustainable
bio-oil feedstock through our only refinery, not only the
aviation fuel targets can be met, the entire range of
refined fuel products will benefit and this can be at a
pace that matches the industry’s ability to develop the
necessary supply chain efficiencies and ensure that the
refined fuels continue to meet quality targets.
The claim of being in a transition to zero carbon is loud
but not based on technically available solutions for
5Channel Infrastructure NZ | Notice of Annual Meeting

Reasons for Board recommendation AGAINST Resolution 5
The Board is highly supportive of improving fuel security in New Zealand. However the Board considers this
is a matter for the New Zealand Government, and for the fuel companies who are responsible for the importation
and sale of fuel in New Zealand, to consider having regard to the cost of providing additional fuel resiliency
and the relevant risks and benefits of doing so. The Board notes that the New Zealand Government has already
signalled it will be undertaking a broader investigation into fuel security options for New Zealand, and the
Company is fully supportive of this wider initiative being the best mechanism to consider these matters.
In respect of the role that Channel Infrastructure can play, the Board considers there are other, more sustainable
and financially viable opportunities for the Company to support fuel resilience and security in New Zealand, with
the delivery of an additional 100 million litres of tank capacity at Marsden Point as part of storage agreements
with its customers an example of this. Of note, the Company commissioned an additional 45 million litres
of Jet fuel storage in September 2023, more than doubling available jet fuel storage at Marsden Point.
Further, the Company has an additional 400 million litres of unutilised tank capacity at Marsden Point which could
be repurposed for additional in-country storage of the fuels vital to keeping New Zealand moving. The Company
is already working with Government and customers to pursue these opportunities, which have the potential
to provide additional fuel supply chain resilience for New Zealanders and enhance the value of the Company.
In respect of Mr Barkley’s shareholder proposal specifically, the Board notes:
• The Board has already carried out an extensive investigation of the refinery business model during its strategic
review over the course of 2020-2021 including extensive engagement with customers, Government and other
stakeholders (details of which are set out in the Explanatory Booklet provided to Shareholders and publicly
available on www.nzx.com or www.channelnz.com). The outcome of that review was to propose the conversion
of the refinery to an import terminal. The conversion proposal was considered by an independent appraiser
and ultimately approved by shareholders at the special meeting held on 6 August 2021, by 99% of the votes
cast. Accordingly, Shareholders have already had the opportunity to consider the refinery business model
and overwhelmingly voted to cease refining operations and convert to an import terminal.
• The compound annual Total Shareholder Return (from both dividends and share price movements)
since Shareholders voted in favour of conversion to an import terminal on 6 August 2021 has been 28.9%,
much greater than the compound annual Total Shareholder Return of -6.8% for the 10 years prior to the vote
(when the Company was operating as a refinery).
• Channel Infrastructure’s revenues are now underpinned by long-term (10-year) contracts indexed to the
Producers Price Index with very strong counterparties. Reflecting the strong cashflows and confidence the
Board has in the long-term outlook for the Company, the Board has declared a total of 15.5 cents per share
of ordinary dividends and 3.5 cents per share of special dividends for the last two financial years. Prior to the
conversion to an import terminal, dividends were unpredictable and sporadic reflecting increasing operating
costs, substantial on-going capital expenditure requirements and fluctuating refining margins.
heavy and marine transport, aviation, and even light
vehicles, at this stage. The energy security implications
of moving towards an technically unachievable target
are now being felt in Europe and North America where
backtracking on climate transport policies have been
seen. As a consequence, the closure of the Marsden
Point refinery may have been premature based on overly
pessimistic short term view of demand and refining
margins alongside an impending pandemic and a
government hostile to fossil fuels. It is apparent that there
is still time to not only reconsider returning to a refining
business model but that it may allow for a much more
sustainable and long term viable proposition where by
more efficient and sustainable fuel production can be
achieved by re-engineering the refinery to operate with
a greater capacity to utilize more of the locally extracted
sweet light crude whilst still blending in the heavy sour
crude to aid the production of heavy fuels, bitumen

and related byproducts.
Whilst the cost of rebuilding the refinery may seem
prohibitive, with a government that is supportive and
willing to invest in infrastructure and job growth, and

the possibility of building a future proofed refining facility
capable of using more sustainable feed stocks, it is
indeed time to take advantage and fully press forward

to utilise the opportunity at hand.
As required by clause 9(5) of Schedule 1 of the Companies
Act 1993, Mr Barkley’s address is 96 Pinnacle Road, RD 5,
Gore 9775, New Zealand.
6Channel Infrastructure NZ | Notice of Annual Meeting

• The decommissioning of the refinery is now complete and while some equipment (such as tanks) could be
repurposed, the refinery cannot be restarted without significant additional capital expenditure, likely in the
scale of billions of dollars.
• The Company has entered into long-term contracts with its current customers to provide terminal services for
imported refined fuel. Given these obligations to provide import terminal services, the Board does not consider
that there would be any meaningful customers to make a refinery business commercially viable and able
to recover, and receive a return on, the substantial amounts of capital investment required.
• The Company is modest in size, with a current market capitalisation of approximately $560 million. The Board
does not consider there would be sufficient interest from current or future shareholders to provide funding for
the billions of dollars likely required to build a refinery. Accordingly, rebuilding a modern refinery is not within the
financial capacity of the Company.
• Recommencing refining operations is not permitted under the terms of the Company’s current banking facilities,
risking the availability of finance and the solvency of the Company if the Company was to return to oil refining.
• The refinery workforce has been successfully transitioned, with over 99% of former employees successfully being
supported into new opportunities. Recruiting a new workforce with the skills and experience to safely operate
an oil refinery would require a global recruitment process likely taking several years and which the Board
expects would be very challenging for a refinery with limited or no economic viability.
• Since closure of the refinery, the Company’s emissions have reduced by more than 1.2 million tCO
2
e per year.
Recommencement of refinery operations would result in a significant increase in emissions, which would result
in substantial cost to the Company.
• The larger refineries operating in Asia are as much as 8x larger than Marsden Point, and new refineries currently
being built are typically 3 – 4x larger than Marsden Point’s former operating capacity of 90,000 barrels of crude
oil per day, with much greater energy and cost efficiency. In addition, these new, more modern refineries are
also typically integrated with petrochemical refineries, which further reduces their operating costs and provides
more value-add and diversity per barrel of crude oil. Oil refining requires significant amounts of electricity and
gas, and with electricity prices in New Zealand often higher than those paid by competing refineries in Asia,
and with long term supply of onshore gas in New Zealand now uncertain given the significant reduction in gas
exploration in New Zealand in recent years, any new refinery in New Zealand would need long term certainty
of availability of these key inputs at a price that is cost competitive with Asian refineries and importing finished
product to New Zealand. The Board does not consider investing the very large amounts of shareholder funds
(even if they were available) necessary to recommence refining operations in New Zealand could be justified
by a company board on a commercial basis, having regard to their directors’ duties under the Companies
Act. The Board considers there are other, more economically sustainable options for the Company to support
improving fuel resilience and security and at better returns for Shareholders.
• The Envisory forecasts prepared for the Company (and available on our website at www.channelnz.com show
significantly declining demand for petrol through to 2050 as the light vehicle fleet electrifies in New Zealand,
which suggests that New Zealand would be best to import its precise energy needs rather than be in a position
where it has surplus product. This change in mix of domestic demand also presents real technical challenges
in operating a refinery to manufacture jet fuel and diesel, while minimising petrol output.
• The Board considers repurposing the Marsden Point site to manufacture sustainable aviation fuel
(for which there is substantial and increasing global demand) and other lower carbon fuels represents
a better longer-term option for the Marsden Point site, including bringing opportunities for highly-skilled
job growth in the Northland region over the longer term.
• Investigating a potential recommencement of refining operations could cause a crisis of confidence and
uncertainty amongst Shareholders, customers and the wider community in relation to the future of the
Company given the extensive process already undertaken through the earlier strategic review and approval
of the conversion proposal by Shareholders.
7Channel Infrastructure NZ | Notice of Annual Meeting

Director nominations received
(Resolutions 6 and 7)
The Company has received a notice from a Shareholder
(who holds 127 shares in the Company) nominating
Mr Karl Barkley and Mr Daniel Reurich for election
as directors of the Company. In accordance with NZX
Listing Rule 2.3.2, these nominations must be included
in this Notice of Meeting as ordinary resolutions for
consideration by Shareholders.
Resolution 6:
Nomination of Mr Karl Barkley
as a director
Karl Barkley
Locomotive and Traction Engine Driver Current LTSA,
Second-Class Engine Driver Current LTSA, Engineering
Trade Certificate 1978, Fitting and Welding Machinist
Nomination:
The Company has received a nomination from
a Shareholder pursuant to Listing Rule 2.3.1 for the
appointment of Mr Barkley as a director of the Company.
Statement from Nominee:
The following statement has been provided to the
Company by Mr Barkley:
I, Karl Barkley have a vast experience in the
Engineering and Construction Industry. I feel
I have a lot to offer Channel Infrastructure NZ
LTD as a nominated Board of Director. I have an
engaging personality that is suited to sales, project
management and team leader positions. I have
mentored both apprentices and employees in
addition to fellow co-workers. I enjoy working in

a team situation and always strive to improve systems
with a high regard for Health & Safety. Having owned
my own business I understand the importance of hard
work and I pride myself on being an honest, reliable
and productive member of any team I work for.
Biographical details and experience:
Mr Barkley has work experiences in the engineering
and construction field. Mr Barkley states his key
credentials to be:
• Experience as fitter/welder, boiler operator and
maintenance engineer
• Experience as a business owner including hiring staff
• Strong health and safety adherence
• Involvement in community projects including Chairman
of “Save the Kingston Flyer”
• Having stood for ICC Elections
• Sale representative experience in the rural sector
Independence assessment and Board recommendation:
The Board is not supportive of the election of
Mr Barkley as a Director of the Company and
unanimously recommends that Shareholders vote
AGAINST Resolution 6. The reasons for the Board’s
recommendation are set in the box below labelled
“Reasons for Board recommendation AGAINST
Resolutions 6 and 7”.
The Board is unable to make an assessment of
Mr Barkley’s independence based on the information
provided with the nomination, and therefore no such
determination is made.
Resolution 7:
Nomination of Mr Daniel Reurich
as a director
Daniel Reurich
NZCE – Mechanical Engineering,
Ames – C/C++ programming
Nomination:
The Company has received a nomination from
a Shareholder pursuant to Listing Rule 2.3.1 for the
appointment of Mr Reurich as a director of the Company.
Statement from Nominee:
I, Daniel, accept the nomination to the board
of directors for Channel Infrastructure.
Biographical details and experience:
Mr Reurich states that his background is in mechanical
engineering and later began an Information Technology
company which implements and supports Linux and
Open Source Software based solutions. Mr Reurich
was a council member and later treasurer for the
New Zealand Open Source Society and was
a co-developer working on Devuan GNU/Linux.
Independence assessment and Board recommendation:
The Board is not supportive of the election of Mr Reurich as
a Director of the Company and unanimously recommends
that Shareholders vote AGAINST Resolution 7. The reasons
for the Board’s recommendation are set out in the box
below labelled “Reasons for Board recommendation
AGAINST Resolutions 6 and 7”.
The Board is unable to make an assessment
of Mr Reurich’s independence based on the information
provided with the nomination, and therefore no such
determination is made.
8Channel Infrastructure NZ | Notice of Annual Meeting

Reasons for Board recommendation AGAINST Resolutions 6 and 7
The Board recommends that Shareholders vote against the nominations of Mr Barkley and Mr Reurich for election
as directors (Resolutions 6 and 7) for the following reasons:
• While we appreciate Mr Barkley’s and Mr Reurich’s interest in the Company, the Board follows a comprehensive
and rigorous process for identifying, assessing and interviewing director candidates over several months, which
it has been unable to undertake in respect of Mr Barkley and Mr Reurich’s candidacy. The Board has assessed
the credentials they provided with their nominations against the Company’s publicly-available Board Skills
Matrix. The Board’s conclusion is that the experience and expertise that Mr Barkley and Mr Reurich do have
is not aligned with the Company’s Board Skills Matrix. In particular, they do not appear to have any
experience in any of the management or governance of publicly listed companies, the fuel or infrastructure
sector businesses or of high hazard facilities, which is experience the Board considers is critical for Channel
Infrastructure directors.
• The Board considers it relevant that the nominees’ candidacy has been put forward on the basis of a single
issue, being the recommencing of refining operations at Marsden Point. The Board’s expectation of any
candidate is for governance beyond a single issue. Mr Barkley and Mr Reurich are advocating a change
in the business model that (as noted above in the Board’s reasons against Resolution 5) the Company is unable
to achieve based on the permanent decommissioning of the site, and that building a new refinery would likely
be hugely destructive to shareholder value and risk the solvency of the Company.
• The Board considers it currently has the right number of directors and with the right combination of experience
and expertise, having regard to the Board Skills Matrix and the Board does not need additional directors which
would add additional cost to the Company.
• The Board is therefore not supportive of Mr Barkley’s and Mr Reurich’s election to the Board and is satisfied that
the Board has the right mix of skills, experience, knowledge and expertise to successfully deliver the Company’s
strategy and create shareholder value.
Voting entitlements
and disqualifications
Provided that they are registered as holding Shares
on Channel Infrastructure’s share register at 2.00pm
on Sunday, 28 April 2024 (being the “Record Date”),
all Shareholders will be entitled to vote on all Resolutions
at the Annual Meeting.
There are no voting restrictions placed
on the Resolutions.
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. Persons
wishing to attend in person will be required to show
proof that they are a holder of Shares in the Company
or a validly appointed proxy or corporate representative.
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 Chair
of the Meeting” as proxy. The Chair intends to vote any
undirected proxies held by him FOR Resolutions 1, 2, 3
and 4, and AGAINST Resolutions 5, 6 and 7.
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 Chair 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 Chair’s
voting intentions are set out in the paragraph above.
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
Procedural Notes
9Channel Infrastructure NZ | Notice of Annual Meeting

time for holding the Annual Meeting (i.e., on or before
2:00pm on Sunday, 28 April 2024). 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 Sunday, 28 April 2024), 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.
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: www.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 Sunday, 28 April 2024.
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.
Venue location
As part of its ongoing
engagement with
Shareholders, the Board
has decided to reinstate its
policy of holding the Annual
Shareholder Meetings in
different locations each year,
to enable wider engagement
with Shareholders.
The physical location for the
Annual Meeting is 2:00pm
at Level 4 Members Lounge,
Sky Stadium Function Centre,
Wellington.
WATERLOO QUAY
Wilson
Parking
P
Greater
Wellington
Regional
Council
PIPITEA QUAY
FIYATT QUAY
Wellington
Indoor
Sports City
Station
CentrePort
Wellington
SKY STADIUM
FUNCTION
CENTRE
Wellington
Station
10Channel Infrastructure NZ | Notice of Annual Meeting

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Port Marsden Highway, Ruakaka, Northland 0171 +64 9 432 8311 corporate@channelnz.com channelnz.com
Private Bag 9024, Whangarei 0148, New Zealand

28 March 2024

Dear Shareholders,

On behalf of the board of directors I am pleased to invite you to the Annual Shareholders Meeting of Channel
Infrastructure NZ Limited that will be held at 2.00pm on Tuesday 30th April 2024. I look forward to welcoming
you to Sky Stadium Function Centre in Wellington or online.

At the meeting, we will present on the successful execution of the plan we set ourselves back in 2021. We will
also update you on the strong 2023 financial result and our refreshed company strategy which is focused on
being a world-class operator of resilient terminal infrastructure to support New Zealand’s fuel security and
resilience, and the energy transition well into the future.

Your Company is well positioned with strong and stable cash flows and assets that provide the key fuel supply
route to Auckland, with growing demand for jet fuel and sustainable aviation fuel set to underpin the future of
our business. Reflecting the shape of the business, since August 2021, when shareholders voted 99% in
favour of conversion to an import terminal, the compound annual Total Shareholder Return (including
dividends and share price movements) has been 28.9%, compared with a compound annual Total
Shareholder Return of -6.8% over the prior 10 years prior to the August 2021 shareholder vote (when we
operated as a refinery). Reflecting the strong cashflows and confidence in the long-term outlook, the Board
has declared a total of 15.5 cents per share of ordinary dividends and 3.5 cents per share of special dividends
over the last two financial years.

This year’s Annual Shareholder’s Meeting resolutions include the re-election of Vanessa Stoddart, and
election of Andrew Brewer and Felicity Underhill, to the Channel Infrastructure Board. Vanessa will be well
known to our shareholders and brings with her a wealth of specialised skills in people and culture. Andrew,
who joined the Board in December last year, has some 22 years’ experience in world-class terminal
operations and petroleum operations leadership. Andrew brings with him valuable knowledge of health and
safety practices. Felicity is a recent appointment to the Board and brings strong expertise in future fuels and
sustainable aviation fuel, innovation and the commercialisation of projects. We believe these three directors
position Channel Infrastructure’s Board well for the future.

In addition, this year we have received a proposal from a shareholder, Mr Karl Barkley, relating to the
recommencement of refinery operations. In accordance with the Companies Act 1993, this proposal is
included as a resolution in the Notice of Meeting. We are supportive of improving New Zealand’s fuel security,
welcome any suggestions to improve it and are willing and able to invest capital into financially viable
proposals put forward by the Government or Customers. We believe there are other, more sustainable and
financially viable opportunities for the Company to support fuel resilience and security in New Zealand. We
have already delivered an additional 100 million litres of tank capacity at Marsden Point and discussions with
Government and customers are underway to utilise the 400 million litres of unutilised tank capacity at Marsden
Point for additional in-country storage of the fuels vital to keeping New Zealand moving.

The Board has also received director nominations for Mr Barkley and Mr Reurich to be elected to the Board,
both of whom are calling for the recommencement of refining operations at Marsden Point.

The Board’s voting recommendations and reasons supporting these recommendations are set out in the 2024
Notice of Meeting. We encourage you to read all the information set out in the Notice of Meeting carefully,
and thank you for your continued support of Channel Infrastructure.

Yours sincerely



James Miller
Chair of Channel Infrastructure NZ Limited

---

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 Sunday, 28 April 2024
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 Tuesday, 30 April 2024 at Level 4 Members
Lounge, Sky Stadium Function Centre, Wellington, all Shareholders will have the opportunity to attend and participate
in the 2024 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 2024
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 Chair of the Meeting” as your proxy. The Chair intends to vote
any undirected proxies held by him for Resolutions 1, 2, 3 and 4 and against
Resolutions 5, 6 and 7. 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 Chair
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 Chair voting
intentions are set out in the paragraph above. All Resolutions are not
subject to any restrictions on voting under the NZX Listing Rules.
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.
Shareholders can still attend the meeting online, even if they have
appointed a proxy (although they will not be able to vote if a proxy
has been appointed).
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.
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 Sunday, 28 April 2024).

Form continues on following page
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:
The following resolutions are endorsed by the Board:
ForAgainst
Proxy
DiscretionAbstain
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 2024.
The Board recommends voting FOR this resolution.
2. That Ms Vanessa Stoddart, who retires by rotation in accordance with clause 8.9 of the
Constitution, be re-elected as a Director of the Company.
The Board recommends voting FOR this resolution.
3. That Mr Andrew Brewer, who retires in accordance with clause 8.8 of the Constitution,
be elected as a Director of the Company.
The Board recommends voting FOR this resolution.
4. That Ms Felicity Underhill, who retires in accordance with clause 8.8 of the Constitution,
be elected as a Director of the Company.
The Board recommends voting FOR this resolution.
The following resolutions are NOT endorsed by the Board:
ForAgainst
Proxy
DiscretionAbstain
5. a. That all work on the decommissioning of the Marsden Point Refinery be suspended
once the safety of staff and contractors have been addressed, pending the
delivery of an independent report by an appropriately qualified engineering
firm, on the costs, benefits and estimated schedule of reinstating the refinery to
operating capability, assuming market conditions, including operating costs and
customer demand, that were in effect across 2017.
b. That such report be allocated a budget of NZ$100,000 with a delivery time
of 6 months from the time the contract is let.
c. That the Board direct management to issue a request for proposals and seek
invitations for tender for consideration within 2 months of the meeting date
(30 April 2024).
d. That the report be provided to all Shareholders with a recommendation
from Management for consideration at a Special Meeting to be called
within 25 working days of receipt of the Report.
The Board recommends voting AGAINST this resolution.
6. That Mr. Karl Barkley, who is nominated as a director by a Shareholder of the Company
in accordance with Listing Rule 2.3.1, be elected as a Director of the Company.
The Board recommends voting AGAINST this resolution.
7. That Mr. Daniel Reurich, who is nominated as a director by a Shareholder
of the Company in accordance with Listing Rule 2.3.1, be elected
as a Director of the Company.
The Board recommends voting AGAINST this resolution.
Other Matters
NOYES
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):

Annual Meeting of Shareholders of the Company to be held at 2:00pm at Level 4 Members
Lounge, Sky Stadium Function Centre, Wellington and virtually through Computershare Online
Meetings using the login details explained in this Notice of Annual Meeting and in the Virtual
Meeting Guide 2024 that accompanies this Notice of Annual Meeting.
ATTENDANCE SLIP
//
Proxy/Voting Form
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 Tuesday,
30 April 2024 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

---

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.