POT Notice of Annual Meeting 25 October 2024

Notice of 2024 Annual Meeting
Notice is given that the Annual Meeting of shareholders of
Port of Tauranga Limited will be held at:
Stadium Lounge, Mercury Baypark
81 Truman Lane, Mount Maunganui
and online at
www.virtualmeeting.co.nz/pot24
on Friday 25 October 2024 commencing at 1.00pm.
+64 7 572 8899
port-tauranga.co.nz
2 Salisbury Avenue
Mount Maunganui
New Zealand
Private Bag 12504
Tauranga Mail Centre
Tauranga 3143
New Zealand

Business and Agenda of the Meeting
AChair’s address
BChief Executive’s address
CReceive and consider the Integrated Annual Report
To receive and consider the Integrated Annual Report of the Company for the
year ended 30 June 2024, including the audit report and financial statements.
DOrdinary resolutions
To consider and if thought fit, to pass the following ordinary resolutions:
Re-election and election of Directors (refer to explanatory note 1)
Resolution 1 That Ms Julia Hoare be re-elected as a Director of the company.
Resolution 2 That Ms Alison Andrew be re-elected as a Director of the company.
Resolution 3 That Mr Fraser Whineray be elected as a Director of the company.
Resolution 4 That Sir Robert McLeod KNZM be elected as a Director of the
company.
Auditors
Resolution 5That the Auditor-General be reappointed as Auditor of the company
pursuant to section 19 of the Port Companies Act 1988 and that the Directors are
authorised to fix the Auditor’s remuneration for the ensuing year.
EGeneral business and shareholder questions
Questions for the Annual Meeting
Shareholders are invited to submit written questions prior to the Annual Meeting.
Questions can be submitted online by going to
https://investorcentre.linkgroup.nz/voting/POT and completing the online
validation process. Alternatively, shareholders can complete the question section
on the Proxy Form and return to MUFG Corporate Markets (formerly Link Market
Services Limited).
Questions will need to be submitted before 1.00pm on Wednesday 23 October
2024. The Board will address and answer questions at the Annual Meeting.
By order of the Board
Simon Kebbell
Chief Financial Officer

Note: The resolutions required for agenda item numbers 1 to 5 are ordinary
resolutions. An ordinary resolution requires at least 50% of the votes of shareholders
entitled to vote and voting on the resolution to be cast in favour of the resolution. Voting
will be conducted by poll, in accordance with NZX Listing Rule 6.1.1.
There are no voting restrictions on any shareholders to prevent them from exercising their
vote on any resolutions being considered at the Annual Meeting.
Invitation to partake in port tour
At the conclusion of the Annual Meeting, afternoon tea will be served. We invite all
shareholders to participate in a Port tour at the conclusion. Transport will be provided
outside the Stadium Lounge.
Due to security regulations, anyone wishing to partake in the port tour must
provide photo identification.
Proxies
A shareholder entitled to attend and vote, may appoint a proxy or, in the case of a
corporate shareholder, a representative, to attend and vote on his/her behalf. The
proxy or representative you appoint need not necessarily be a shareholder of the
Company. A form of appointment is enclosed. Address for proxies: MUFG Corporate
Markets, PO Box 91976, Victoria Street West, Auckland 1142, New Zealand. A proxy
and the power of attorney or other authority, if any, under which it is signed, or a copy
of that power or authority certified by a Notary Public, must be deposited or mailed to
be received at the address specified above not later than 1.00pm on Wednesday 23
October 2024.
Shareholders are also able to vote electronically as per the attached “Voting
instructions for shareholders”.

Explanatory notes
1 Re-election and election of Directors
Under the NZX Listing Rule 2.7.1, a Director must not hold office past the later of
three years and the third Annual Meeting after their appointment without being re-
elected by shareholders. The Directors to retire, Ms Julia Hoare and Ms Alison
Andrew, are required to retire from office at the Annual Meeting.
The Directors advise that:
-Ms Julia Hoare and Ms Alison Andrew will retire at the meeting. Ms Hoare and
Ms Andrew, being eligible, offers themselves for re-election at the Annual
Meeting with the unanimous support of the Board.
-Mr Fraser Whineray was appointed on 31 October 2023 and Sir Robert McLeod
KNZM was appointed on 1 July 2024 to the Board as Directors of the company
pursuant to clause 26 of the company’s Constitution, and being eligible, offer
themselves for election at the Annual Meeting with the unanimous support of
the Board.
The Board has determined that Sir Robert McLeod is considered to be an
independent director as defined in the NZX Listing Rules.
Accordingly, it is proposed to consider, and if thought fit, to:
1Re-elect Ms Julia Hoare;
2Re-elect Ms Alison Andrew;
3Elect Mr Fraser Whineray; and
4Elect Sir Robert McLeod.

Details of the above four Directors are set out below:
Julia Hoare
BCom, FCA, CMInstD
Chair, Independent Director
Julia Hoare joined the Board in August 2015 and took over the Chair in August 2022.
She has a wide range of commercial, financial, tax, regulatory and sustainability
expertise developed from both her extensive governance roles and over the course
of two decades as a partner with PricewaterhouseCoopers.
Julia is a Director of Auckland International Airport Limited, Meridian Energy Limited,
Comvita Limited and Port of Tauranga Trustee Company Limited. She is also a
Member of the Chapter Zero New Zealand Steering Committee.
Alison Andrew
BE Chemical & Materials (1st Class Honours), MBA (Distinction), FEngNZ, CMInstD
Independent Director
Alison Andrew has held a number of senior executive roles across various industry
sectors, most recently as Chief Executive of Transpower New Zealand and Global
Head of Chemicals for Orica PLC. She has also been a Director for Genesis Energy.
Prior to those roles, she held a number of senior roles at Fonterra Cooperative
Group and across the Fletcher Challenge Group in Energy, Forests and Paper. Alison
has an MBA from Warwick University and studied Engineering (Chemicals and
Materials) at Auckland University. Alison joined the Board in April 2018 and was
appointed Chair of the People and Remuneration Committee in October 2022.

Fraser Whineray
BE (Hons) Chemical and Process Engineering, MBA
Fraser Whineray joined the Board in November 2023 and holds several governance
roles. Fraser is an Independent Non-Executive Director of Waste Management NZ,
Quayside and AgriZero
NZ
. Fraser was appointed Executive Chair of Jarden Group in
July 2024.
Fraser’s experience includes CEO of Mercury and COO of Fonterra Co-operative, and
in governance Tilt Renewables, Kotahi and Opus International Consultants.
Fraser studied chemical and process engineering at Canterbury University and
received an MBA from the University of Cambridge, where he also holds the
honorary appointment of Visiting Fellow.
Sir Robert McLeod KNZM
LLB, BCom, FCA, CFInstD
Independent Director
Sir Robert McLeod joined the Board effective 1 July 2024 and was formerly a member
of the Board in his capacity as Chair of Quayside Holdings. He was on the POTL
Board from October 2017 to 31 October 2023 before being reappointed.
Sir Robert brings deep governance experience, outstanding financial skills and
extensive iwi connections. He is currently Chair at Nati Growth Limited (formerly
Ngati Porou Holding Company) (including Nati Properties Limited) and Sanford
Limited. He is also a Director of AZSTA NZ Limited, China Construction Bank (New
Zealand) Limited, MSJS NZ Limited, Point 76 Limited, Point Guard Limited, Point
Seventy Limited, Singita Holdings Limited, Singita Investments Limited, VCFA Limited

and a number of privately-owned entities. Sir Robert has been a past Board Member
at ANZ National Bank, Tainui Group Holdings, Sky City Entertainment Group and
Telecom and he was Oceania (Australia, New Zealand and Pacific Islands)
CEO/Managing Partner for the international accounting practice of Ernst & Young
and then New Zealand Chair until 2015.
In 2019 Sir Robert was appointed Knight Companion of the NZ Order of Merit. Sir
Robert returns as an independent director and replaces retiring Director and Audit
Committee Chair Alastair Lawrence. Sir Robert will take over as Chair of the Audit
Committee upon Alastair’s retirement.
How to get there
Location map of Mercury Baypark:
Tauranga
Harbour Bridge
To Maungatapu
To Te Puke

Location of Stadium Lounge at Mercury Baypark:
Parking
Free parking is available at Mercury Baypark. Upon arrival at themain entry (refer to
above map) please follow the signs for parking.

Port of Tauranga Limited’s Annual Meeting
Friday 25 October 2024
Voting instructions for shareholders
Shareholders can vote in the following ways:
1Attend the meeting in person– bring your Proxy Form to the meeting as the
barcode is required to assist with your registration.
2Attend the meeting online– shareholders can attend the Meeting virtually via the
online platform atwww.virtualmeeting.co.nz/pot24. You will require your
CSN/Holder Number for verification purposes. More information regarding online
attendance at the Meeting (including how to vote and ask questions during the
Meeting) is available in the Virtual Meeting Guide, which is available at
https://bcast.linkinvestorservices.co.nz/MUFG/MUFG_VirtualMeetingGuide.pdf.
3Appoint a person as your proxy– complete the Proxy Form including how you
wish them to vote and mail back to our registry, MUFG Corporate Markets
(formerly Link Market Services Limited) before 1.00pm Wednesday 23 October
2024. Your appointed proxy will receive the voting paper upon registration at the
meeting.
4Electronic proxy appointments– to appoint your proxy electronically you need
go to the website of our registry,https://investorcentre.linkgroup.nz/voting/POT
and follow the prompts to complete your proxy appointment. You will be required
to enter your CSN/Holder Number and Authorisation Code (FIN). Electronic voting
will close at 1.00pm on Wednesday 23 October 2024.
Each method of voting and the way to use the form enclosed with this Notice of
Meeting are explained in detail below. Please read this section carefully. Choose
only one voting option.
Full details on how to return your Proxy Form/s to the registry is available at the end of
this section.

1If you wish to attend and vote during the annual meeting:
Attendance in person
If you wish toattend the meeting, you must register at the registration
desk prior to entering the meeting.The registration and poll will be
managed by our registry, MUFG Corporate Markets.
Please bring your Proxy Form with you to the meeting to present at the
registration desk as thebarcode on your form is required to assist with
your registration.
Upon registration you will receive a separate voting card to complete and
mark the way you wish to vote at the time that each poll is put to the meeting
by the Chairperson. Once the voting is completed, MUFG Corporate Markets
will collect your voting cards from you.
Attendance online
If you wish toattend the meeting online,please go towww.virtualmeeting.
co.nz/pot24. You will require your CSN/Holder Number for verification
purposes. More information regarding online attendance at the Meeting
(including how to vote and ask questions during the Meeting) is available in
the Virtual Meeting Guide, which is available at
https://bcast.linkinvestorservices.co.nz/MUFG/MUFG_VirtualMeetingGuide.pdf
2If you wish to appoint a proxy to attend the Annual Meeting and vote on your
behalf:
(a) Appointing a proxy by mail
If you wish to appoint another person as your proxy, you will need to
complete your enclosed Proxy Form.
Please read the information on your Proxy Form carefully. Insert the name of
the person you wish to appoint in the area provided. Complete the voting
boxes by indicating on the Proxy Form how you wish the proxy to vote.
If you return the Proxy Form without indicating how you wish to vote, your
proxy will vote as s/he sees fit or abstain from voting.
Please advise your proxy that s/he must register at the registration desk prior
to entering the meeting room to obtain the necessary voting papers to vote
on your behalf.

The Proxy/Representative Form must be completed, signed and received by
MUFG Corporate Markets, no later than 1.00pm Wednesday 23 October 2024.
(b) Appointing a proxy electronically
You can appoint your proxy electronically. To appoint your proxy
electronically you need to go to the website of our registry,https://
investorcentre.linkgroup.nz/voting/POT and follow the prompts. You will be
required to enter your CSN/Holder Number and Authorisation Code (FIN).
You will be required to select or enter the name of the person who you wish
to nominate as your proxy in the required field and specify how you wish
your proxy to vote on your behalf.
Please advise your proxy that s/he must register at the registration desk prior
to entering the meeting room to obtain the necessary voting papers to vote
on your behalf.
Electronic proxy appointments and voting will close at 1.00pm on Wednesday
23 October 2024.
You can return your proxy form to our registry, MUFG Corporate Markets,
in one of the following ways:
▪mail it to MUFG Corporate Markets in the reply-paid envelope provided, or
▪address it to MUFG Corporate Markets, PO Box 91976, Victoria Street West, Auckland
1142, New Zealand, or
▪deliver it to MUFG Corporate Markets, Level 30, PwC Tower, 15 Customs Street West,
Auckland, or
▪scan and email it tomeetings@linkmarketservices.com(please put the words“POT
Proxy Form” in the subject line for easy identification), or
▪vote onlineas per the instructions in the section above.
The Proxy Form must be received by MUFG Corporate Markets no later than 1.00pm
Wednesday 23 October 2024, which is 48 hours prior to the meeting, to be valid.
If you haveany questionsregarding the voting, pleasecontact the MUFG Corporate
Markets helpline on (phone) 09 375 5998.

Please note that all shareholders / proxy holders / visitors or any other
person(s) who wish to attend Port of Tauranga Limited’s Annual Meeting,
must register at the registration desk prior to entering the meeting room.
Please choose only one voting option.

---

LODGE YOUR PROXY
Online:
https://investorcentre.linkgroup.nz/voting/POT
Scan & email:Mail:
meetings@linkmarketservices.comUse the enclosed reply paid
envelope or address to:
Deliver:MUFG Corporate Markets
MUFG Corporate MarketsPO Box 91976
Level 30, PwC TowerVictoria Street West
15 Customs Street West, Auckland 1010Auckland 1142
Scan this QR code with your smartphone and vote online
General Enquiries
+64 9 375 5998 |enquires@linkmarketservices.co.nz
Proxy Form/Admission Card for Port of Tauranga Limited’s 2024 Annual Meeting
The 2024 Annual Meeting of shareholders of Port of Tauranga Limited will be held atStadium Lounge, Mercury Baypark, 81 Truman Lane,
Mount Maunganui, onFriday 25 October 2024, commencing at 1.00pm.
Shareholders are also able to attend the Annual Meeting online via the MUFG Corporate Markets (formerly Link Market Services) Virtual Meeting
platform atwww.virtualmeeting.co.nz/pot24. If you will be attending online, you will require your CSN/Holder Number for verification purposes.
If you will not attend the Meeting but wish to be represented by proxy, please complete and return this form (in accordance with the lodgement
instructions above) to Port of Tauranga’s share registry, MUFG Corporate Markets,by no later than 1.00pm, Wednesday 23 October 2024.
You can also appoint your proxy and vote on the resolutions on the reverse of this form online by going to
https://investorcentre.linkgroup.nz/voting/POT or by scanning the QR code above with your smartphone.
Appointment of proxy
The “Chair of the Meeting” is willing to act as proxy for any shareholder who wishes to appoint him/her for that purpose. If you wish, you may
appoint the “Chair of the Meeting” as your proxy. To do so, please write “Chair of the Meeting” in the section marked “full name of proxy”. The
Chair will vote according to your instructions. If the Chair is not instructed how to vote, he/she will vote as he/she thinks fit or abstain from
voting. If you do not appoint a proxy your Proxy Form will be invalid. A shareholder entitled to attend and vote is entitled to appoint a proxy or,
in the case of a corporate shareholder, a representative to attend and vote instead of him/her and that proxy or representative need not also be
a shareholder.
Voting of your holding
Direct your proxy how to vote by making the appropriate election, either online or on this Proxy Form, in respect of each item of business. If you
return this form without directing the proxy how to vote on any particular matter, the proxy may vote as he/she thinks fit or abstain from voting.
Attending the Meeting
If you wish to vote in person, you should attend the Meeting.Please bring this form with you to the Meeting to assist with your registration. A
corporation may appoint a person to attend and vote at the Meeting as its representative in the same manner as that in which it could appoint a
proxy. That person need not also be a shareholder. Shareholders are also able to attend the Annual Meeting online at
www.virtualmeeting.co.nz/pot24. If you will be attending online, you will require your CSN/Holder Number for verification purposes. More
information regarding virtual attendance at the Meeting (including how to vote and ask questions virtually during the Meeting) is available in the
Virtual Meeting Guide, which is available athttps://bcast.linkinvestorservices.co.nz/MUFG/MUFG_VirtualMeetingGuide.pdf.
Signing instructions for Proxy Forms
Individual:Where the holding is in one name, this Proxy Form must be signed by the shareholder or his/her/its attorney duly authorised in
writing.
Joint holding:Where the holding is in more than one name, this Proxy Form may be signed by either of the joint shareholders (or their duly
authorised attorney).
Power of Attorney:This Proxy Form and the power of attorney or other authority, if any, under which it is signed, or a copy of that power or
authority certified by a Notary Public must be deposited or mailed to be received at the office of MUFG Corporate Markets (formerly Link Market
Services Limited), in any manner as per the instructions above,not later than 1.00pm on Wednesday 23 October 2024.
Corporate shareholder:In the case of a corporate shareholder, this Proxy Form must be signed by a director or a duly authorised officer acting
under the express or implied authority of the shareholder, or an attorney duly authorised by the shareholder.

Proxy/Corporate Representative Form
Step 1: Appoint a proxy to vote on your behalf
I/We being a shareholder(s) of Port of Tauranga Limited
appoint__________________________________________________ of _____________________________________________________________________
(full name of proxy)(email address)
or failing that person __________________________________________________ of _____________________________________________________________________
(full name of proxy)(email address)
as my/our proxy to vote for me/us on my/our behalf at the Annual Meeting of Port of Tauranga Limited to be held on Friday 25 October 2024, at
1.00pm and at any adjournment of that meeting.
Step 2: Items of business – proxy voting instructions
Complete this part if you have appointed a proxy above and you want to direct the proxy as to how the proxy should vote.
Please note: For each resolution you must tick one box. If you mark the abstain box for an item, you are directing your proxy not to vote on your
behalf during a poll and your votes will not be counted computing the required majority, for that item.
Ordinary business
To consider and, if thought fit, pass the following ordinary resolutions:
Tick (

) in box to vote
ForAgainstAbstainDiscretion
Re-electionof Director
Resolution 1 That Ms Julia Hoare be re-elected as a Director of the company.

Resolution 2 That Ms Alison Andrew be re-elected as a Director of the company.

Resolution 3 That Mr Fraser Whineray be elected as a Director of the company.

Resolution 4 That Sir Robert McLeod KNZM be elected as a Director of the company.

Auditors
Resolution 5 To resolve that the Auditor-General be reappointed as Auditor of the
company pursuant to section 19 of the Port Companies Act 1988 and that the
Directors are authorised to fix the Auditor’s remuneration for the ensuing year.

and to vote on any resolutions to amend any of the resolutions, on any resolution so amended, and on any other resolution proposed at the
meeting (or any adjournment thereof). Unless otherwise instructed as above, the proxy will vote to abstain from voting on each such resolution.
The proxy is appointed only in respect of the above meeting or any adjournment thereof.
Step 3: Shareholder questions
Shareholders present at the Annual Meeting (either in person or via the Virtual Annual Meeting) will have the opportunity to ask questions
during the meeting. If you cannot attend the Annual Meeting but would like to ask a question, you can submit a question online by going to
https://investorcentre.linkgroup.nz/voting/POT and completing the online validation process or complete the question section below and return
to MUFG Corporate Markets. Questions will need to be submittedby 1.00pm on Wednesday 23 October 2024. The Board will address and
answer questions at the Annual Meeting.
Sign: 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: