2024 Notice of Annual Shareholders Meeting and Proxy Form

NAPIER PORT – TE HERENGA WAKA O AHURIRINOTICE OF ANNUAL SHAREHOLDERS MEETING 2024 / 1
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 THURSDAY,
19 DECEMBER 2024
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
MUFG Corporate Markets (formerly Link Market Services)
online meeting portal at www.virtualmeeting.co.nz/nph24
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:
Tuesday, 17 December 2024, 10.30am.
LATEST TIME FOR RECEIPT OF PROXY APPOINTMENTS:
Tuesday, 17 December 2024, 10.30am.
ANNUAL SHAREHOLDERS MEETING:
Thursday, 19 December 2024, 10.30am.
NOTICE OF ANNUAL SHAREHOLDERS MEETING
BUSINESS AND AGENDA OF THE MEETING
A. ADDRESS OF THE CHAIR AND
THE 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 2024 as contained in the
Company’s 2024 Annual Report.
C. ORDINARY RESOLUTIONS
ELECTION AND RE-ELECTION OF DIRECTORS:
In July 2024 the Board appointed Debra Birch as a Director
of the Company. In accordance with NZX Listing Rule 2.7.1
and the Company’s Constitution, Debra Birch will retire
and, being eligible, offers herself for election. Further, in
accordance with Listing Rule 2.7.1 and the Company’s
Constitution, Vincent Tremaine and Blair O’Keeffe retire
and, being eligible, offer themselves for re-election.
Shareholders will be asked to consider and, if thought
appropriate, to pass the following ordinary resolutions:
1. To elect Debra Birch as a Director of the Company.
2. To re-elect Vincent Tremaine as a Director of the
Company.
3. To re-elect Blair O’Keeffe as a Director of the Company.
Biographies of Debra Birch, Vincent Tremaine, and Blair
O’Keeffe are set out in Explanatory Note 1.
DIRECTOR REMUNERATION:
Shareholders will be asked to consider and, if thought
appropriate, to pass the following ordinary resolution:
4. To authorise that the Director fees be set as a total annual
fee pool of $795,000 (plus GST if any), being an increase of
$140,000 from $655,000, with the annual fee pool to apply
from the 2025 financial year, and to be divided among the
Directors as the Board determines, and as more particularly
described in Explanatory Note 2.
REMUNERATION OF AUDITOR:
5. To authorise Directors to fix the Auditor’s remuneration for
the ensuing year. For further details, see Explanatory Note 3.
Resolutions 1, 2, 3, 4 and 5 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.
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

NAPIER PORT – TE HERENGA WAKA O AHURIRINOTICE OF ANNUAL SHAREHOLDERS MEETING 2024 / 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 10.30am, Tuesday 17
December 2024 (New Zealand time). Voting will be by way
of a poll.
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.
The Company will, as required by the NZX Listing Rules,
disregard any votes cast in favour of Ordinary Resolution
number four by any Director, and any Associated Person of
that Director (as defined in the NZX Listing Rules), where
that Director is intended to receive a payment or benefit
from the approved Director fee pool, except where the vote
is cast by a Director (or one of their Associated Persons)
as proxy for a shareholder who is entitled to vote and that
Director (or Associated Person) votes in accordance with
express instructions to vote for or against a particular
resolution on the Proxy Form. Directors holding a
discretionary proxy may not exercise any discretionary proxy
votes on the Ordinary Resolution number four. Because the
Company’s majority shareholder, Hawke’s Bay Regional
Investment Company Limited, is an “Associated Person” of
each of Dan Druzianic and Debra Birch, it will not vote on
Ordinary Resolution number four.
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, subject to the voting restriction on resolution
four.
If, in appointing your proxy, you do not name a person to be
your proxy, or your named proxy does not attend the Annual
Shareholders Meeting, the Chair of the Meeting will be your
proxy and may only vote in accordance with your express
direction.
RETURN OF PROXY FORMS
Proxy Forms must be received at the office of the Company’s
share registrar, MUFG Corporate Markets (formerly Link
Market Services Limited), either by post to PO Box 91976,
Victoria Street West, Auckland 1142, or by email to
meetings@linkmarketservices.com, no later than 10.30am on
Tuesday, 17 December 2024.
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 voting results will
also be announced to the NZX following the conclusion of the
meeting.
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 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/MUFG/
MUFG_VirtualMeetingGuide.pdf

NAPIER PORT – TE HERENGA WAKA O AHURIRINOTICE OF ANNUAL SHAREHOLDERS MEETING 2024 / 3
EXPLANATORY NOTES
1. RESOLUTIONS 1, 2 & 3:
ELECTION AND RE-ELECTION OF
DIRECTORS
A brief biographical note on all three Directors is included
below:
DEBRA BIRCH (DEBBIE)
Debra Birch (Debbie) was appointed as a Director of
Napier Port in July 2024. With more than 30 years senior
executive experience in the commercial, financial, and
investment sectors, managing large global investment
portfolios in Asia, Australia and New Zealand, along with a
diverse governance career spanning across a wide range of
sectors, Debbie’s expertise complement the current board
composition. Debbie is currently an Independent Director on
Westpac NZ, Hawke’s Bay Regional Investment Company
(HBRIC), Eastland Group, Miraka and Te Puia Tapapa
Fund, and is a trustee of Tuaropaki Trust. Last year Debbie
was awarded the Institute of Finance Professionals New
Zealand Inc’s (INFINZ) Maori Leadership in Finance Award
for her contribution to growing the Maori economy in her
governance and advisory roles.
VINCENT TREMAINE
Vincent Tremaine joined the Napier Port Board in February
2019. He has broad experience in the port sector, having
served for 16 years as CEO of Flinders Ports Holdings, which
owns seven South Australian ports, the Adelaide Container
Terminal and Flinders Logistics. Vincent is currently Chair of
Riverland Water Holdings. He has served as Chair of Ports
Australia and the South Australian Chamber of Commerce
and Industry, and as a Director of Geelong Port and Green
Industries SA (South Australia Government Body Corporate)
and Australia’s National Heavy Vehicle Regulator. Vincent
also worked for Toll Ports and Resources, managing the
ports of Geelong and Hastings in Victoria. In 2020, Vincent
was awarded Membership of the Order of Australia (AM)
for ‘significant service to shipping infrastructure and freight
transport’.
BLAIR O’KEEFFE
Blair O’Keeffe was appointed as a Director of Napier Port
in June 2019 and in December 2022 was appointed Chair.
Blair is a Hawke’s Bay based company Director and board
advisor, with governance experience in NZX listed, central
and local government, and private entities. He is a former port
Chief Executive, with 25+ years of local and international
senior executive experience, including infrastructure, energy,
property and transport. He is currently Chair of the Hawke’s
Bay Regional Recovery Agency, Deputy Chair of Unison
Networks Limited, a Director of Central Air Ambulance
Rescue Limited and entities of the Clarus Group, and is
Chair of the Hawke’s Bay Rescue Helicopter Trust. He also
operates a board/commercial advisory business. He is a
former Director of NZX listed Z Energy, and former Chair of
Crown Entity Maritime New Zealand.
All Directors standing for election and re-election do so with
the support of the Board.
2. RESOLUTION 4: DIRECTOR
REMUNERATION
NZX Listing Rule 2.11.1 requires that no remuneration may
be paid by the Company, or its Subsidiaries (unless such
Subsidiary is listed), to a Director in his or her capacity
as a Director without prior authorisation by an Ordinary
Resolution.
PROPOSED CHANGE:
This resolution seeks shareholder approval to increase
the total annual Director fee pool, from the 2025 financial
year, by $140,000 from $655,000 to $795,000 (plus GST,
if any). This reflects a 21.4% total, or 3.3% annualised
(compounding), increase on the existing approved Director
fee pool that has remained unchanged since the Company’s
NZX listing in 2019.
The Board has resolved to allocate the total annual Director
fee pool as set out in the tables below but reserves the
discretion to reallocate the total annual fee pool, by
resolution of the Board, should the Board consider it
appropriate to do so. For example, to reconstitute the
number of committees, or number of members on each
committee.
The Board will allocate the total annual fee pool
consistently amongst the Directors via a base fee plus
specified fees for each of the committee Chair and member
roles held (excluding the Board Chair), and in the event of
any extraordinary duties required of Directors from time to
time, retains a modest sum within the total annual Director
fee pool to allocate additional fees at its discretion. For the
avoidance of doubt the Board Chair shall not be eligible for
any sub-committee fees.
The Board intends to increase Directors’ fees by role over a
two-year period across the 2025 and 2026 financial years.
The current and proposed fees by role are summarised in
the following table.

NAPIER PORT – TE HERENGA WAKA O AHURIRINOTICE OF ANNUAL SHAREHOLDERS MEETING 2024 / 4
Notes:
1. Director fees were reduced by 10% for each Director from May to October 2020 (in response to COVID-19 impact on Napier
Port)
Particulars of Director Fees By Role
At NZX listingCurrentProposedProposed
Role From date:
2019202220252026
Board Chair$135,000$145,800$160,000$170,000
Non-Executive Director$70,000$75,600$80,000$85,000
Audit & Risk Management
Committee Chair
$10,000$10,800$15,000$20,000
Audit & Risk Management
Committee Member
--$2,500$3,000
People and Remuneration
Committee Chair
$10,000$10,800$12,500$13,500
People and Remuneration
Committee Member
--$2,500$3,000
Health & Safety Committee Chair$10,000$10,800$12,500$13,500
Health & Safety Committee
Member
--$2,500$3,000
Sustainability Committee Chair-$10,800--
Sustainability Committee Member----

NAPIER PORT – TE HERENGA WAKA O AHURIRINOTICE OF ANNUAL SHAREHOLDERS MEETING 2024 / 5
Application of Director Fee Pool by Role
Current ProposedProposed
Number of persons by role From date:
(applying current Board composition)
202220252026
Board Chair111
Non-Executive Director666
Audit & Risk Management Committee Chair111
Audit & Risk Management Committee Member333
People and Remuneration Committee Chair111
People and Remuneration Committee Member222
Health & Safety Committee Chair111
Health & Safety Committee Member666
Sustainability Committee Chair1--
Sustainability Committee Member 2--
Total annualised fees payable$642,600$707,500$760,000
% Increase10.1%7.4%
Unallocated sum available at discretion of Board$12,400$87,500$35,000
Total Annual Director Fee Pool$655,000$795,000$795,000
Notes:
1. The Board has determined that the Health & Safety and Sustainability Committees shall be combined from the 2025 financial
year onwards.
Based on the current Board composition, the total annual Director fee pool is expected to be applied as shown in the following
table.

NAPIER PORT – TE HERENGA WAKA O AHURIRINOTICE OF ANNUAL SHAREHOLDERS MEETING 2024 / 6
BACKGROUND AND REASONING FOR
PROPOSED CHANGE:
The Board has undertaken a detailed review of the Director
remuneration including engaging PwC to undertake an
independent market benchmarking of the Company’s non-
executive Director fees against comparable companies in
New Zealand. The purpose of the review was to assess the
appropriateness of the fees being paid to Directors, and
ensure that the Company’s Director remuneration practices
are consistent with market trends and its objective of
attracting and retaining high calibre individuals as Directors.
The peer group used in PwC’s benchmarking process
included 14 NZX Listed Companies with comparable market
capitalisations to the Company. The PwC Non-Executive
Directors’ Fees Benchmarking Summary Report dated
15 November 2024 can be accessed on Napier Port’s
website at https://www.napierport.co.nz/wp-content/
uploads/2024/11/Napier-Port-Holdings-Summary-Report-
15-Nov-2024.pdf
The proposed change to increase the Director fee pool
reflects that:
a. The Director fee pool was set at $655,000 at the time of
the NZX listing in 2019 and has not been increased since,
b. Directors each received an increase in remuneration by
role at a flat rate of 8% in 2022, which was covered from
within the existing total annual Director fee pool,
c. Based on PwC’s Benchmarking Report the current level
of Director fees for the Company is below the comparator
group.
The proposed ordinary resolution to increase the total annual
Director fee pool is therefore consistent with the market
information outlined in the PwC Benchmarking report.
3. RESOLUTION 5:
REMUNERATION OF AUDITOR
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 their behalf.
The proposed resolution authorises the Board of Directors
to fix the remuneration of the auditors for the ensuing year.

---

LODGE YOUR PROXY
Online:
https://investorcentre.linkgroup.nz/voting/NPH
Scan & email:
meetings@linkmarketservices.com
Mail:
Deliver: Use the reply paid
MUFG Corporate Markets envelope or address to:
Level 30, PwC Tower MUFG Corporate Markets,
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 2024 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 MUFG Corporate Markets (formerly Link Market Services) online meeting portal at
www.virtualmeeting.co.nz/nph24 at 10:30am on Thursday 19 December 2024. 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, MUFG Corporate Markets (formerly Link Market Services), by no later than 10:30am, Tuesday
17 December 2024.

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, subject to the voting restriction on resolution four.

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.

Voting restrictions
The Company will, as required by the NZX Listing Rules, disregard any votes cast on Ordinary Resolution number four by any Director, and any Associated
Person of that Director (as defined in the NZX Listing Rules), where that Director is intended to receive a payment or benefit from the approved Director
fee pool.

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 MUFG Corporate Markets (formerly 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 Thursday 19 December 2024 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.
To elect Debra Birch as a Director of the Company.
   
2. To re-elect Vincent Tremaine as a Director of the Company.

   
3. To re-elect Blair O’Keeffe as a Director of the Company.

   
4.


5.
To authorise that the Director fees be set as a total annual fee pool of $795,000 (plus GST if
any), being an increase of $140,000 from $655,000.

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

STEP 3: SHAREHOLDER QUESTIONS
Shareholders present at the Annual Meeting, in person or via the virtual meeting platform at www.virtualmeeting.co.nz/nph24 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
MUFG Corporate Markets (formerly Link Market Services). Questions will need to be submitted by 10:30am on Tuesday 17 December 2024. 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: