Port of Tauranga Limited logo

POT Financial Results for the year to 30 June 2025

Full Year Results28 August 2025POTIndustrials

29 August 2025
NZX

Wellington

Dear Sir/Madam

Port of Tauranga Limited (POT) full year results: 30 June

2025

In accordance with the NZ Stock Exchange Listing Rules, please

find attached the following documentation for release to the

market:

1Media release

2Investor presentation

3Integrated Annual Report (containing audited financial

statements)

4NZX results announcement

5NZX distribution notice – full year

Yours sincerely

Simon Kebbell

Chief Financial Officer

+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

---

Port of Tauranga delivers strong financial
performance amid growing capacity constraints

Financial results for the year ended 30 June 2025


Port of Tauranga Limited (NZX:POT) today reported strong financial results

for the year on the back of resilient export volumes.


New Zealand’s busiest port saw total trade increase 7% on the previous

year, to 25.3 million tonnes. Container volumes increased 5.3% to 1.2

million TEUs

1

.


Underlying Group Net Profit After Tax

2

was $126.0 million, a 23% increase

on the previous year.


A judicial review of the Port’s fast-track application for the Stella Passage

development has been upheld, with the High Court determining the

Environmental Protection Authority should not have accepted the

application as the project was not exactly as described in schedule 2 of the

legislation.


The legislative drafting error has resulted in the Court putting the fast-

track process on hold. The expert panel was due to commence on 1

September.


The ongoing delays in obtaining a resource consent for the Stella Passage

development are extremely frustrating and are reaching crisis point as the

Port is forced to turn away shipping services due to a lack of berth

capacity. In the last month, the Port has had to decline a proposed new

service to the Americas that would have provided New Zealand importers

and exporters with an estimated $65 million to $90 million per annum in

international freight savings.


1

TEUs = twenty-foot equivalent units, a standard measure of shipping containers

2

Underlying NPAT is a non-GAAP measure that excludes items considered to be one-off and not related to

core business such as revaluations, impairments and gains or losses from the sale of major assets.

Media Release

29 AUGUST

2025




Highlights and challenges

For the year ended 30 June 2025 (compared with the previous financial year)

• Group Net Profit After Tax: $173.4 million (a 90.8% increase, includes a one-off

gain of $49.2 million from the sale of Northport Limited as a result of the Marsden

Maritime Holdings acquisition)

• Underlying Group Net Profit After Tax: $126.0 million (a 23% increase)

• Total trade: 25.3 million tonnes (a 7.0% increase)

• Container volumes of 1.2 million TEUs (a 5.3% increase from 1.15 million)

• Revenue: $464.7 million (an 11.3% increase from $417.4 million)

• Imports: 8.9 million tonnes (a 13.9% increase from 7.8 million tonnes)

• Exports: 16.4 million tonnes (a 3.6% increase from 15.8 million tonnes)

• Ship visits: 1,442 (up from 1,427)

• Final dividend: 9.7 cents per share (up 11.5% from 8.7 cents per share)

• Total ordinary dividend for FY25: 16.7 cents per share (up 13.6% from 14.7 cents

per share)

• Ruakura Inland Port volumes more than doubled cargo volumes in its second

year, to 22,525 TEU

• Successful completion of the Marsden Maritime Holdings acquisition and

formation of Northport Group Limited, joining port operations and the adjacent

landholdings to unlock development potential.


Port of Tauranga Chair, Julia Hoare, says New Zealand is missing out on hundreds of

millions of dollars a year due to the delays in consenting the Stella Passage development,

which has been in the consenting system for more than six years.


In December 2024, the Environment Court approved part of the project – a berth

extension at the container terminal. Unfortunately, the decision was immediately

appealed.


Due to the urgency of the project, the Port opted to apply under the Fast-track Approvals

Act to seek to speed up the process.


The Port was clear in its description of the entire Stella Passage development when it

applied to be included in schedule 2 to the Act. However, when the schedule was

published, a legislative drafting error resulted in the words “Mount Maunganui wharves”

being left out of the project description.


Port of Tauranga is urging the Government to act quickly and rectify the wording in the

fast-track legislation to resolve the situation.


Meanwhile, the container terminal berths are at capacity and unable to accommodate

new services or effectively deal with congestion caused by ships arriving off schedule.


“It is very frustrating that in the midst of significant interest from international container

lines, we are unable to support new trade opportunities because we don’t have the berth

space,” said Ms Hoare.


“We have also lost the flexibility to readily manage congestion when ships turn up off-

schedule. When arrivals bunch up, we’re forced to further delay ships at anchor and

productivity decreases.


“Ultimately, it is the New Zealand economy and all New Zealanders that suffer. This is

critical infrastructure essential for efficient two-way trade for New Zealand.”


A report by the NZ Institute of Economic Research has estimated that, without the

container berth extension, New Zealand will miss out on $485 million to $749 million of

annual GDP by 2032.


Financial results for the year ended 30 June 2025

Underlying Group Net Profit After Tax (NPAT) was $126.0 million, a 23% increase on the

previous year. The reported NPAT was $173.4 million, which included a one-off $49.2

million gain on the sale of our Northport holding as part of the Marsden Maritime

Holdings transaction.


Operating costs increased 8.1% to $236.3 million.


Revenue increased 11.3% to $464.7 million. EBITDA (earnings before interest, tax,

depreciation and amortisation, a non-GAAP measure) increased 15.1% to $234.5 million.

Subsidiary and associate company earnings increased 15.6% to $10.9 million, despite

some of our associate ports being impacted by lower cargo volumes.


Port of Tauranga’s Board of Directors has declared a final dividend of 9.7 cents per share,

to bring the total dividend for FY25 to 16.7 cents per share, reflecting the strong financial

results for the year.


Cargo trends in 2025

Total dairy volumes increased 2.1% to 2.1 million tonnes supported by a 50% increase in

export transhipment.


Total meat exports increased 9.6% in volume to 0.8 million tonnes reflecting favourable

export market conditions particularly in North America.


A record season for kiwifruit saw an annual increase of 30.9% (covering parts of the 2024

and 2025 export seasons, which run from March to October).


Increases in dairy and containerised kiwifruit contributed to a record year in refrigerated

container volumes, increasing 19.8% to 245,151 TEUs - putting pressure on our

reticulated plug-in capacity and resulting in increased use of diesel generators.


In response to New Zealand’s urgent energy needs, coal imports have returned to the

Port after two years’ hiatus. Coal is handled through a specialist covered conveyor and

hopper facility and transferred by rail to Huntly Power Station.


Log exports decreased 5.9% to 6.3 million tonnes, with pressure on international pricing

and a return to a normal harvesting profile following a temporary boost to volumes post-

Cyclone Gabrielle, which had caused early harvesting of wind-damaged trees.


Other bulk cargoes saw significant increases in volume, including stock feed (up 46.5%),

fertilisers (up 18.1%) and cement (up 6%).


Transhipped containers (those transferred from one ship to another at Tauranga)

increased 9.7% to 306,102 TEU.


Port productivity

We continue to strive for improved service delivery to our customers. Nationwide port

productivity is a concern to our customers.


As the country’s main export gateway, Tauranga is usually the last port of call for New

Zealand shipping services. In the 2025 financial year, only 55% of vessels arrived at

Tauranga on their agreed schedule, challenging our ability to efficiently manage

container yard congestion and impacting crane operations.


Our constrained berth capacity also impacts productivity as we are unable to provide

flexibility for vessels arriving outside their booked window.


The Port has assembled a multi-disciplinary project team to progress efficiency initiatives

at the container terminal.


We welcome the Government’s select committee inquiry into ports and the maritime

sector in an effort to increase transparency, address regulatory bottlenecks and improve

productivity. An efficient, sustainable and resilient New Zealand supply chain - involving


sea ports, inland ports, road and rail networks, and coastal shipping - is vital to a thriving

economy.


Investing in infrastructure

In the next few months, we will commence stage two of our consented capital dredging

programme to deepen shipping channels in preparation for larger, more carbon efficient

ships.


We commissioned a new Liebherr ship-to-shore gantry crane in February. With the

dismantlement of our two oldest cranes in the past year, we now have an eight-crane

operation and will purchase additional cranes to serve the new container berth

extension once consented and constructed.


As part of our decarbonisation efforts, we will trial New Zealand’s first electric straddle

carrier and associated charging infrastructure.


We are also at the contract-signing stage to purchase our first hybrid tug boat, which will

be larger than our existing fleet, to handle bigger ships and provide increased marine

resilience in case of mechanical breakdown or severe weather.


Greenhouse gas emissions

Congestion at the container terminal resulted in increased diesel usage. Combined with

the increase to the Ministry for the Environment’s electricity emissions factor for the New

Zealand grid (which increased by 32%), total Scope 1 and 2 greenhouse gas emissions

increased 20% from the previous year to 21,873 tonnes CO

2

e. Emissions intensity

increased 13% to 0.84 kg CO

2

e per cargo tonne.


Unusually high peak volumes for the export dairy and kiwifruit seasons required the use

of hired generators for refrigerated containers, which outnumbered our permanent

plug-in points. Congestion in the container terminal also increased straddle running time

and distance.


We plan to introduce additional refrigeration capacity through the implementation of

automated stacking cranes (ASCs). However, this decarbonisation opportunity is

currently blocked by the Stella Passage development resource consent delays.


Automated stacking cranes are estimated to produce 75% fewer carbon emissions than

an equivalent diesel-electric manual straddle operation.





Marsden Maritime Holdings acquisition

In June 2025, a consortium comprising Port of Tauranga, Northland Regional Council

(NRC) and Tupu Tonu (Ngāpuhi Investment Fund) completed a takeover of Marsden

Maritime Holdings (MMH).


The buyout of all shares not already held by NRC led to MMH’s delisting from the NZX

and integration into a new entity, Northport Group Limited.


Before the transaction, MMH owned 50% of Northport Limited (with Port of Tauranga

owning the other half) and around 150 hectares of industrial land adjacent to Northport.

Under the new structure, Port of Tauranga owns 50% of the merged group, NRC owns

43% and Tupu Tonu 7%.


The consolidation brings Northport together with the adjacent MMH land under a

unified, simpler structure. Development of the land for industrial, logistics or freight

operations will be better coordinated, unlocking economic benefits for both the

Northport Group Limited and the wider Northland and Auckland economies.


Outlook

Domestically, we are seeing modest import growth supported by strong export

performance in dairy and horticulture. However, global trade tensions and tariff

uncertainty continue to cast a shadow on market confidence and could limit momentum.


Globally, the port and shipping sector is facing challenges such as container fleet

oversupply, trade slowing in some markets, and geopolitical disruptions (such as Red Sea

shipping diversions) leading to increased costs. Margin pressure on shipping lines, along

with carbon pricing pressure, can be expected to accelerate the cascading of larger,

newer ships into the Oceania routes.


We remain confident in the resilience of Port of Tauranga, thanks to our strong customer

partnerships, diverse cargo mix and variety of income streams, supported by the

operational strength of our Port team.


The new financial year has started well, despite the ongoing frustrations and delays in

progressing the Stella Passage development. Port of Tauranga will provide earnings

guidance for the 2026 financial year at the Annual Meeting of Shareholders on Friday, 31

October.


For more information, please contact:

Rochelle Lockley, GM Communications

021 865 884

Email rochelle.lockley@port-tauranga.co.nz

---

Presentation to Analysts
29 August 2025

2
The information in this presentation is for information purposes and has been prepared by

Port of Tauranga Limited with due care and attention. However, neither the Company, nor any

of its Directors, officers, employees, contractors or agents, shall have any liability whatsoever

to any person, for any loss of damage resulting from the use or reliance on this presentation.

The information contained in this presentation is not intended to be relied upon as advice to

investors and does not take into account the investment objectives, financial situation or

needs of any particular investor.

Past performance is not indicative of future performance and no guarantee of future returns

is implied or given.

The information contained in this presentation should be considered in conjunction with the

Company’s latest audited financial statements which are available in the investor section of

our website.

Disclaimer

3

4
For the year ended 30 June 2025

Group reported net profit after up 90.8%

102.375

111.317

117.136

90.849

173.373

$0

$20

$40

$60

$80

$100

$120

$140

$160

$180

$200

FY21FY22FY23FY24FY25

millions (NZD)

5
For the year ended 30 June 2025

Group underlying earnings

173.373

126.036

(49.161)

1.824

$100

$110

$120

$130

$140

$150

$160

$170

$180

Reported ProfitNet gain on sale of Northport Asset impairments on revaluation

(net of tax)

Group underlying earnings

millions (NZD)

6
For the year ended 30 June 2025

Group underlying earnings

1

up 23.2%

104.058

112.357

117.792

102.290

126.036

$0.000

$20.000

$40.000

$60.000

$80.000

$100.000

$120.000

$140.000

FY21FY22FY23FY24FY25

millions (NZD)

Refer to appendix 1 for a reconciliation of underlying earnings

7
For the year ended 30 June 2025

A stronger second half performance

Movement2/2 FY251/2 FY25

3.5%12,871,38712,435,675

Trade volumes tonnes

4.1%616,318591,934

Total containers (TEUs)

9.0%752690

Vessel Visits

$55.285

$59.852

$115.137

$4.913

$5.986

$10.899

$0.000

$20.000

$40.000

$60.000

$80.000

$100.000

$120.000

$140.000

1/2 FY252/2 FY25FY25

millions (NZD)

Group underlying earnings

increased by 9.4% in the second half

ParentSubsidiaries and EAIs

8
$17,840

$14,952

$13,347

$9,431

$10,899

$0

$5,000

$10,000

$15,000

$20,000

FY21FY22FY23FY24FY25

000s (NZD)

For the year ended 30 June 2025

Subsidiaries and Joint Ventures net profit after tax up

15.6%

9
For the year ended 30 June 2025

Subsidiary and joint venture companies

Movement

$000

FY24

$000

FY25

$000

583,3713,429Quality Marshalling

397181578Timaru Container Terminal

4411,0231,464PrimePort Timaru

(104)7,1597,055Northport

(125)275150PortConnect

(727)(1,182)(1,909)Coda

524(392)132Ruakura Inland Port

46410,43510,899Underlying earnings

1,004(1,004)0Removal of depreciation on commercial buildings

1,4689,43110,899Reported net profit after tax

10
For the year ended 30 June 2025

Ordinary dividends increased 13.6%

13.5

14.7

15.6

14.7

16.7

10

12

14

16

FY21FY22FY23FY24FY25

CPS

11
For the year ended 30 June 2025

Total trade increased 7%

25.6

24.7

23.6

25.3

15.9

15.7

15.8

16.4

9.7

9.0

7.8

8.9

FY22FY23FY24FY25

tonnes

(millions)

TotalExport incl Tranship LoadImport incl Tranship Unload

12
Connecting New Zealand and the World

New Zealand’s largest port

40% of New Zealand exports (tonnes)

23% of New Zealand imports (tonnes)

33% of New Zealand’s total trade

Source: StatsNZ: Overseas Cargo Statistics

12 months to June 2025

51% of New Zealand exports by value

17% of New Zealand imports by value

35% New Zealand’s total trade by value

33%

12%

11%

9%

7%

5%

5%

5%

4%

4%

3%

2%

1%

0

5

10

15

20

25

Tonnes (millions)

Total New Zealand tonnes by Port

for the year ending June 2025

Import

Export

35%

28%

11%

8%

7%

4%

1%

3%

1%

1%

1%

0%

0%

0

10

20

30

40

50

NZD (Bilions)

Total New Zealand cargo value by Port

for the year ending June 2025

Import

Export

13
For the year ended June 2025

Total bulk cargo volumes increased by 4.8%

-

2,000,000

4,000,000

6,000,000

8,000,000

10,000,000

12,000,000

14,000,000

FY21FY22FY23FY24FY25

Tonnes

Coal

All Other Goods

Steel

Salt

Liquid Bulk

Cement

Grain

Fertilisers

Other Wood Product

KiwiFruit

Proteins & Feeds

Oil Products

Logs

•Coal volumes for FY25 – 405,000 tonnes - supporting New Zealand’s energy needs.

14
For the year ended 30 June 2025

Log exports decreased 5.9%

5,543,540

6,338,716

6,058,019

6,215,623

6,681,899

6,286,355

FY19FY20FY21FY22FY23FY24

log volume - JASm³

15
•40% of New Zealand’s total container trade (TEU)

•48% of New Zealand exports (TEU)

•32% of New Zealand imports (TEU)

Source: FIGS transport.govt.nz – twelve months to 30 June 2025– overall TEU, exclude transhipment and restows

New Zealand’s largest container terminal

Export%Import%

Total FY25%

Port of Tauranga528,03748%360,20132%888,23840%

Ports of Auckland167,15915%416,66738%583,82626%

Lyttelton137,57112%116,23110%253,80211%

Napier Port96,4889%64,0856%160,5737%

Port Otago98,3279%46,9054%145,2327%

Centreport28,5403%31,8563%60,3963%

South Port22,4562%18,6872%41,1432%

Port Nelson19,2292%28,3673%47,5962%

Timaru11,4381%23,6532%35,0912%

Total (TEU)1,109, 2451,106,6522,215,897

NZ Ports Overall TEU - Year End June 2024 (exclude Tranship/Restow)

40%

26%

11%

7%

7%

3%

2%

2%

2%

0

100,000

200,000

300,000

400,000

500,000

600,000

700,000

800,000

900,000

1,000,000

TEU

Total New Zealand TEU by Port - Year end June 2025

Full and Empty TEU (excluding transhipment)

ExportImport

Source: FIGS-TransportData https://www.transport.govt.nz/

16
For the year ended 30 June 2025

Total container volumes increased 5.3%

1,200,831

1,241,061

1,177,350

1,147,350

1,208,252

FY21FY22FY23FY24FY25

TEU's

17
For the year ended 30 June 2025

Export volume up 3.4% Import volume up 4.5%

489,536

519,288

486,702

484,107

500,735

FY21FY22FY23FY24FY25

TEU's

Export containers (TEU)

410,233

438,738

404,285

384,145

401,415

FY21FY22FY23FY24FY25

TEU's

Import containers (TEU)

18
Record refrigerated volumes - with strong dairy, kiwifruit and meat

Refrigerated containers increased 19.8%

200,195

209,577

204,685

245,151

FY22FY23FY24FY25

reefer TEU's

Reefer container volumes

export up 20.5%, transhipment up 22.6%

for the year ended 30 June 2025

19
For the year ended 30 June 2025

Transhipment container volume increased 9.7%

301,062

283,035

286,363

279,098

306,102

FY21FY22FY23FY24FY25

TEU's

20
•High rail costs continue to impact MetroPort demand.

•36% reduction in volume since 2022.

•Worked with KiwiRail to reset MetroPort model; 1 September - 1 December 2025.

•Capacity utilisation to +90% for FY25.

•New model well positioned for future growth.

MetroPort containers decreased 4.4%

294,481

324,561

285,701

218,415

208,742

50%

55%

60%

65%

70%

75%

80%

85%

90%

95%

0

50,000

100,000

150,000

200,000

250,000

300,000

350,000

FY21FY22FY23FY24FY25

average rail utilisation rate

TEU's

MetroPort container volume

for the year ended 30 June 2025

Average Rail Capacity Utilisation

21
For the year ended 30 June 2025

Total dairy volume increased 2.1%

2,120,239

1,993,751

2,010,252

1,942,277

1,924,643

196,326

194,946

237,066

117,904

178,588

FY21FY22FY23FY24FY25

tonnes

ExportTranshipment

22
For the year ended 30 June 2025

Kiwifruit volume up 30.3% Container volume up 48.5%

34,913

36,675

37,515

31,055

32,456

48,193

FY20FY21FY22FY23FY24FY25

TEU's

517,309

575,272

625,805

492,002

533,656

695,589

FY20FY21FY22FY23FY24FY25

tonnes (000's)

23
For the year ended 30 June 2025

Total meat volume increased 9.6%

413,691

439,175

451,419

460,698

448,364

241,228

156,132

161,617

273,372

356,519

FY21FY22FY23FY24FY25

tonnes

ExportTranshipment

•Strong demand to US driving growth ~60% of total volume

•40% of transhipment volume ex Australia connecting to US services through Tauranga

24
Cruise vessel visits to Mount Maunganui

Cruise

116

107

00

90

109

94

83

FY19FY20FY21FY22FY23FY24FY2525/26 (F)

cruise vessel calls

•MPI constraints, increased regulatory costs and

vessel repositioning costs impacting 26/27

seasons.

25
New Zealand port productivity

Source: FIGS, Ministry of Transport

•Direct correlation between vessel on

time performance and port

productivity.

•Last NZ port call impact exacerbates

impact to Tauranga.

•Project team looking at all areas to

improve productivity while we await

berth extension.

26
•On-time proforma berth arrival - calculated as arrival at Pilot Station within six hours of scheduled

berth window.

•On-time arrival in Tauranga average for FY25 - 55% vs 66% in FY24.

•Proforma windows reinstated in March 2023, following three years of suspension (Covid).

•Pre Covid – 2015-2020, average 80 - 85% on time performance.

•Some improvement in last two months – POTL looking at options to encourage carriers on-time

performance.

On-time vessel performance – Tauranga

27
For the year ended 30 June 2025

Results from operating activities up 14.9%

198.794

47.300

(17,695)

228.399

100.000

120.000

140.000

160.000

180.000

200.000

220.000

240.000

Results from operating activities

FY2024

Increase in revenueIncrease in operating costsResults from operating activities

FY2025

millions (NZD)

28
ROIC Target of 7% on operational assets

Port of Tauranga Limited returns

Investments in and

advances to EAIs

$000

Non-core

assets

$000

Operational

assets

$000

Actual

FY25

$000

319,363151,9002,437,6542,908,917

Total

Invested

Capital

13,9985,004180,470199,472EBIT

10,0793,603129,939143,620NOPAT

3.2%2.4%5.3%4.9%ROIC

Focus areas across the business

for ROIC improvement

•Volume growth and new business

•Productivity and efficiency

improvements

•Cost control initiatives

•New technologies

•Margin improvement initiatives

•Capital recycling

29
Recycle capital - land holdings

30
Capital dredging

•Port of Tauranga capital dredging campaign to commence in FY26 – completed by mid-2027.

•Available draught will be 14.5 metres low water and 16 metres high water.

•Provides the ability to serve vessels ~12,000 - 15,000 TEU.

Existing

31
Government’s inquiry into ports and the maritime sector

New Zealand future hub and spoke model

•New Zealand must modernise its port sector

to improve efficiency, expand port capacity

to remain competitive in global trade.

•Major international shipping lines and

exporters support a move to a New Zealand

hub and spoke port model.

•Larger, more efficient vessels servicing a

more consolidated cargo profile, calling

larger, more productive ports, will create

significant cost savings and improve

reliability for New Zealand importers and

exporters.

•Port of Tauranga will benefit from this move.

Source: A.P. Moller – Maersk submission to the Inquiry into the Ports and the Maritime Sector

32
•Port of Tauranga is well positioned for hub-and-

spoke model.

•Ship build program and pending carbon pricing

expected to accelerate vessel cascading.

•Growth in population driving increase in imports in

the upper North Island.

•Industrial land cost and constraints in Auckland

driving import distribution and manufacturing south

and north.

•Investment in Port of Tauranga, NorthPort Group and

Inland port networks in Ruakura and north/west

Auckland.

•Coordinated road and rail investment required to

support freight growth.

•Larger vessels calling at hub ports supported by

coastal feeder network from regional port network.

33
Resource consent - update August 2025

•Confirmed switch to Fast-track process in December

2024.

•Consultation commenced January 2025.

•Fast-track application lodged April 2025.

•Fast-track application accepted May 2025.

•Judicial Review filed 4 June 2025, incl request for a stay

in proceedings.

•First High Court hearing – declining stay in Fast-track

process on 24 July 2025.

•Fast-track panel announced 15 August 2025 – Panel to

commence 1 September 2025.

•Judicial Review High Court hearing - 19 August.

Decision upheld on 27 August 2025 / Fast-track panel

put on hold.

•Working with officials to rectify ASAP.

34
Six years and counting......

35
Automated Stacking Cranes (ASCs)

Terminal automation project

Progress update

•Preferred vendor identified. Contract negotiations

underway.

•ASC emulation software being implemented at the

Tauranga Container Terminal to test ASC

technology virtually.

•Deployment of ASCs linked to timing of berth

extension.

•Staged bolt-on introduction of ASCs relative to

volume growth requirements. Implementation

planned over four phases (nine ASC blocks).

•Stage one (two ASC blocks) cost circa ~ $90 million.

Fully electric ASCs ~75% reduction in emissions relative to a

traditional straddle operation.

36
Why is ASC the preferred automation option ?

AutoStrad ASC

Highest equipment v personnel safety


Lowest total capital cost


Greatest alignment between capital spend and terminal growth


Lowest operating costs


Highest NPV over equipment lifetime


Lowest risk to quay crane & berth productivity


Lowest risk to the operation at go live (phased approach)


Greatest operational flexibility


Lowest Impact on the operation during development


Lowest Impact on straddle labour


Greatest intensification capability


Greatest vendor competition (commercial & service benefit)


Greatest CO2e benefit

37
•Diesel electric hybrid tug.

•Increased towage capability to

accommodate larger vessel sizes.

•Increased vessel recovery capability.

•Increased sea keeping ability.

•Superior harbour manoeuvrability.

•Three person crew.

•Capital cost circa ~ $30 million.

•20-month delivery timeframe.

32-metre hybrid advanced rotortug

38
•Reported an operating loss of -

$1.909 million vs a loss of -$1.182

million in the prior corresponding

period.

•Coda has sold its 3PL business and

Rolleston DC in Christchurch to

ACFS Port Logistics NZ.

•Disposal transaction was completed

1 August 2025.

•Coda is now focusing on right sizing

its profitable 4PL business.

39
•RIP made a profit of $0.132 million

for the year up from the loss of -

$0.392 million in FY24.

•POTL contributed an additional

$10.106 million during the period.

•RIP has developed 3.37 ha of land

into empty container depot yards.

This yard is leased to ContainerCo.

•RIP handled 22,525 TEU for the year

up from 9,616 in FY24.

40
•Ownership structure:

•POT – 50%

•Northland Regional Council –

43%

•Tupu Tonu – 7%

•POTL contributed its Northport

shareholding in exchange for

equity stake.

•Over 150ha of commercial land

available behind Northport.

•Future opportunities for car

handling and storage and other

bulk cargoes.

•Holds existing berth consents for

future container terminal

development.

Takeover of Marsden Maritime Holdings Limited completed 26 June 2025

Northport Group Limited

Northport

Marsden Point

41
For the year ended 30 June 2025

Total greenhouse gas emissions

Certified under Toitucarbon reduceprogram, scope 1 and 2 emissions.

19,059

18,154

21,873

FY23FY24FY25

tCO


e

Total Scope 1 and Scope 2 emissions (tCO

₂e)

0.75

0.74

0.84

FY23FY24FY25

kg CO


e per cargo tonne

Scope 1 and Scope 2 intensity (kg CO

₂e per cargo

tonne)

•Increased diesel usage – peak season refrigerated containers and generator requirement

•Electricity emissions factor increased by 32% vs PCP

42
For the year ended 30 June 2025

Net debt / net debt + equity

25.5%

17.3%

17.2%

16.9%

16.8%

0.0%

5.0%

10.0%

15.0%

20.0%

25.0%

30.0%

FY21FY22FY23FY24FY25

43
Parent capital expenditure / investment 2021 – 2026

23,796

18,612

44,322

34,691

27,221

90,000

39,689

2,850

21,450

2,135

10,106

$0

$20,000

$40,000

$60,000

$80,000

$100,000

$120,000

$140,000

FY21FY22FY24FY24FY25FY26F

$000s

Ruakura Inland PortMMHCapex

44
Parent capital expenditure 2026

FY26 total capex range estimated to be $90

million depending on timings and

approvals.

Major forecast capital expenditure items for

FY26 include:

oCapital dredging ~$35 million

oNew hybrid rotortug ~ $15 million

•Sulphur Point berth extension and

automation capex pushed out to FY27.

•POTL will look to recycle capital as the capex

profile increases.

45
Outlook 2026

•Solid export demand expected to continue

for much of FY26.

•Modest domestic growth (imports)

anticipated second half of year.

•Productivity, cost control and yield

improvement initiatives remain a priority.

•Capital dredging project to commence Q2

FY26.

•Stella Passage consent progress critical to

supporting future container growth.

•Port of Tauranga remains well placed in a

challenging operating environment.

•FY26 earnings guidance will be provided at

the ASM in October.

•Investor day to be held in March 2026.

Thank you
46

47
For the year ended 30 June 2025

Appendix 1 – Group Underlying Earnings reconciliation

2021

$000

2022

$000

2023

$000

2024

$000

2025

$000

102,375111,317117,13690,849173,373Profit after taxation - reported

1200280Asset impairment

2,3261,445002,534Asset impairment on revaluation

000(622)0Reversal of previous revaluation deficit

00(7,215)00Gain on sale of MetroBox Limited, recorded

within share of profit from Equity Accounted

Investees

007,87100Impairment of investment in Equity Accounted

Investees

0000(49,245)Gain on disposal of Equity Accounted Investee

000084Hedging reserve reclassified to profit or loss on

disposal of Equity Accounted Investee

2,3381,445656(594)(46,627)Adjustments before taxation

(655)(405)0166(710)Tax impact in relation to adjustments

00011,8690Change in tax treatment of commercial buildings

1,6831,04065611,441(47,337)Adjustments after taxation

104,058112,357117,792102,290126,036Underlying Earnings

Underlying earnings is a non-GAAP financial measure which excludes items considered to be one-off and not related to core business such as changes to tax legislation

and impairment of assets.

48
For the year ended 30 June 2025

Appendix 2 - Results from operating activities

Movement2024

$000

2025

$000Operating Revenue

23,442215,185238,627Container terminal - ship exchange and sundry

6,34523,88930,234Container terminal - reefer

2,21813,67715,895Container terminal - storage

6,35271,70278,054Multi-cargo

3,54150,64454,185Marine services

5,49041,64647,136Property

(88)632544Other

47,300417,375464,675Total Operating Revenue

Operating Costs

(2,016)95,66893,652Contracted services for port operations

6,44457,89164,335Employee benefit expenses

1,40318,76120,164Direct fuel and power

4,31216,55320,865Maintenance of property, plant and equipment

7,55229,70837,260Other

17,695218,581236,276Total Operating Costs

29,605198,794228,399Results from Operating Activities

49
For the year ended 30 June 2025

Appendix 3 – Operating costs

Movement2024

$000

2025

$000

Contracted services for port operations

5,68037,66843,348Container Terminal Labour

(7,999)56,97848,979Rail costs

1319251,056Reefer Monitoring

17297269Other

(2,016)95,66893,652Total

Maintenance of property, plant and equipment

8042,9843,788Crane Maintenance

2894,7094,998Straddle Maintenance

2,0256792,704Vessel Maintenance

1,1746,8197,993Property

201,3621,382Other

4,31216,55320,865Total

Other Costs

1,9404,3236,263Rates

5677,8868,453Insurance

2,7504,0726,822IT

2,29513,42715,722Other

7,55229,70837,260Total

50
•Some optimism that market has

bottomed out. Expectation log prices

will improve for second half of 2025.

•74% of Tauranga export volume from

forest estate owners who manage a

sustainable cut to generate fixed

income, as such, less price sensitive.

•NZ now has greater share of Chinese

log import volume as supplies from US,

South America & Europe contract.

•Initial exporter forecast circa ~ 6.1M

tonnes.

Appendix 4 - Forestry outlook

AWG

28%

Estate

72%

Exporter volume supply

51
•Modest dairy volume growth 1 - 2%.

•Export volume mix ( butter/cheese) is expected to

remain similar in FY26.

•Demand expected to strengthen in the medium

term, supporting firm global prices with sector

revenue to increase further.

•Trade policies (tariffs) bring challenges through

increased competition into US markets.

•Demand settings in China remain uncertain. Slow

economic recovery dampening spending on

premium dairy, inventory overhang, local dairy

production expanding.

Appendix 5- Dairy outlook

52
Appendix 6 - Kiwifruit outlook

•The 2025 crop is a gross crop of ~213

million tray equivalents, another record

season.

•Mid season, 105 million trays sold,

compared to 94 million at the same time

last year.

•Strong global demand but facing

inflationary headwinds in Asia creating

softer market conditions.

•Additional fruit being reallocated to

Europe and North America markets.

•Fruit quality described as ‘very good’ and

strong particularly in early season.

Monitoring closely to maximize value for

growers.

-

50

100

150

200

250

20202021202220232024 2025 (F) 2026 (F) 2027 (F) 2028 (F) 2029 (F) 2030 (F)

Tray equivalent (TE)

Kiwifruit export annual volume growth by variety

Green OrganicGreenRubyRedSunGold OrganicSunGold

53
•Export revenue expected to rise primary due to

robust demand from North America, despite

geopolitical tension and tariff risk.

•American and Canadian cattle herd at lowest levels

in decades, domestic shortages.

•NZ meat export volume projected to be flat over

the next two years with beef to lift (2%) and lamb/

mutton to fall (2%) in FY26.

•Upside risk for the sector include weaker NZD/USD

exchange rate.

•Europe and UK markets showing strong demand

for beef and lamb, NZ well positioned for growth.

•China export forecast remains lower than the five-

year average driven by slow economic growth and

competition from Australia, South America.

Appendix 7 - Meat outlook

---

Setting the
course

Port of Tauranga Limited

Integrated Annual Report 2025

The plan is in place
for a more connected

New Zealand supply chain.

We are investing for the

future to ensure we have


a resilient, efficient and low

carbon path to and from

international markets.

True north

Capitals:
Our relationships

Our people

Our skills and knowledge

Our environment

Our assets and infrastructure

Our finances

Board of Directors

Senior management team

Consolidated financial

statements

Corporate Governance

Statement

Financial and operational

five-year summary

Company directory

Contents

Highlights and challenges

The year in review

Chair and Chief Executive's

report to shareholders

Integrated reporting

A guide to this report

Company overview:

Our purpose and vision

Our values

Our national network

How Port of Tauranga

creates value

Sustainability:

What matters most?

Port of Tauranga

sustainability framework

Risk management

Climate change response

4

28

6

36

12

44

14

52

16

15

60

68

76

78

80

124

142

144

18

20

22

24

26

3Integrated Annual Report 20252Port of Tauranga Limited

Financial
Operational

People

Environmental

Group Net

Profit After Tax

million

2024 $90.8

2023 $117.1

$173.4

1

For the year ended

30 June 2025

Highlights

and challenges

1

Includes one-off $49.2 million

gain on the sale of Northport

as a part of the Marsden

Maritime Holdings acquisition

and the formation of Northport

Group Limited.

2

TEUs = twenty foot equivalent

units, a standard measure of

shipping containers.

2025

Revenue

2025

$464.7

million

2024 $417.4

2023 $420.9

Our performance at a glance

Subsidiary and associate

company earnings

2025

$10.9

million

2024 $9.4

2023 $13.3

Total ordinary

dividend

2025

16.7

cents per share

2024 14.7

2023 15.6

Final

dividend

2025

9.7

cents per share

2024 8.7

2023 8.8

Imports

2025

8.9

million tonnes

(13.9% increase)

2024 7.8

2023 9.0

Ship visits

2025

1,442


2024 1,427

2023 1,432

Exports

2025

16.4

million tonnes

(3.6% increase)

2024 15.8

2023 15.7


Container crane rates

2025

29.4

moves per hour

2024 30.1

2023 27.9

Total trade

2025

25.3

million tonnes (7.0% increase)

2024 23.6

2023 24.7

Scholarships

2025

10

tertiary

education

2024 18

2023 18

Total Recordable Injury

Frequency Rate

2025

4.1

per million

hours worked –

Port of Tauranga

only

2024 2.2

2023 4.5

2025

16.0

per million

hours worked –

Port of Tauranga

and contractors

combined

2024 13.2

2023 20.7

Greenhouse gas

emissions

2025

+20%

(Scope 1 and 2)

2024 –4.8%

2023 –5.4%

Container

volumes

2025

1.21

million TEU

2

2024 1.15

2023 1.18

54Port of Tauranga LimitedIntegrated Annual Report 2025

Setting the course
Port of Tauranga continues to invest in the critical

infrastructure essential for an effective supply

chain for New Zealand.

Chair and Chief Executive’s

report to shareholders

The year in review

W

e’re pleased to report a strong

financial performance for the

2025 financial year on the back of

resilient export volumes.

As New Zealand’s busiest port, we

saw total trade increase 7% on the

previous year to 25.3 million tonnes,

with container volumes increasing

5.3% to 1,208,252 TEUs.

The results are encouraging, as we

continue to invest in the critical

infrastructure essential for an effective

supply chain for New Zealand.

Two years on from the establishment

of the Ruakura Inland Port in

Hamilton, a joint venture with Tainui

Group Holdings, we are continuing

to invest in growth.

In the next few months we will

commence stage two of our

consented capital dredging

programme to deepen shipping

channels in preparation for larger,

more carbon efficient ships.

However, we are increasingly

constrained by a lack of berth

capacity. This is having a significant

negative effect on the New Zealand

economy, as we are unable to

accommodate new shipping services

wishing to call in New Zealand.

We want to convert existing cargo

operational land on both sides of

Te Awanui Tauranga Harbour into

useable berths. The project, called

the Stella Passage development, is

the subject of a resource consent

application under the Fast-track

Approvals Act.

The High Court has put the process

on hold after a judicial review

determined that the Environmental

Protection Authority should not have

accepted the application due to a

drafting error in the legislation.

The ongoing delays in obtaining

consent are extremely frustrating

and costly for the New Zealand

economy and all New Zealanders.

The project is critical infrastructure

essential for efficient trade.

Financial results for the year

ended 30 June 2025

Underlying Group Net Profit After

Tax (NPAT)

1

was $126.0 million,

a 23% increase on the previous

year. The reported NPAT was $173.4

million, which included a one-off

$49.2 million gain on the sale of

Northport as part of the Marsden

Maritime Holdings transaction

(explained below).

Operating costs increased 8.1% to

$236.3 million.

Revenue increased 11.3% to $464.7

million. EBITDA (earnings before

interest, tax, depreciation and

amortisation) increased 15.1% to

$234.5 million.

Subsidiary and associate company

earnings increased 15.6% to $10.9

million, despite some of our

associate ports being impacted

by lower cargo volumes.

Cargo trends in 2025

Log exports decreased 5.9% to 6.3

million tonnes, due to pressure on

international pricing and a return to

a normal harvesting profile following

a temporary boost to volumes post-

Cyclone Gabrielle, which caused early

harvesting of wind-damaged trees.

Total dairy volumes increased 2.1%

to 2.1 million tonnes supported by a

50% increase in export transhipment.

Total meat exports increased 9.6% in

volume to 0.8 million tonnes reflecting

favourable export market conditions

particularly in North America.

A record season for kiwifruit saw

an annual increase of 30.9%

(covering parts of the 2024 and

2025 export seasons, which run

from March to October).

1

Underlying Group NPAT is a non-GAAP measure that excludes items considered to be one-off and not

related to core business such as revaluations, impairments and gains or losses from the sale of major assets.

Leonard Sampson

Chief Executive

76Port of Tauranga LimitedIntegrated Annual Report 2025

Increases in dairy and containerised
kiwifruit contributed to a record year

in refrigerated container volumes,

increasing 19.8% to 245,151 TEUs –

putting pressure on our reticulated

plug-in capacity.

In response to New Zealand’s

energy shortages, coal imports have

returned to the Port after a hiatus.

Coal is handled through a specialist

covered conveyer and hopper facility

and transferred by rail to Huntly

power station.

Other bulk cargoes also saw significant

increases in volume, including stock

feed (up 46.5%), fertilisers (up 18.1%)

and cement (up 6%).

In total, there were 1,442 ship visits,

15 more than the previous year.

A total of 94 cruise ships visited over

the summer, a 13.8% decrease due to

a downturn in Pacific-based itineraries.

Ruakura Inland Port continued to

grow in its second year of operation,

handling 22,525 TEUs, more than

double the 9,616 TEUs in the first year.

Transhipped containers (those

transferred from one ship to another

at Tauranga) increased 9.7% to

306,102 TEU.

Focus on productivity

Service delivery to our customers

remains our priority as we continue

to look at all areas for improvement

across our operations. We acknowledge

that New Zealand port productivity

is a national issue of concern to our

customers seeking efficient access

to international markets. Vessels arriving

off schedule continue to be a challenge,

leading to container yard congestion

and slower cargo operations. On-time

arrival of container services slipped to

55% for the year, down from 66% in the

previous year and is still a long away off

the pre-Covid levels of around 80-85%.

In Tauranga our constrained berth

capacity increases the impact on

productivity. Being the largest and

typically last New Zealand export

port, and without adequate berth

length, we are unable to provide

flexibility to accommodate vessels

arriving off-schedule.

Severe weather disrupted container

terminal operations for a cumulative

total of 35 days over the year,

compared with 26 days the previous

year. This further exacerbated yard

congestion and shipping delays.

As a result of these factors, our

annual average net crane rate

(container moves per hour per

crane) was 29.4, down from 30.1

in the previous year.

The Port has assembled a multi-

disciplinary project team to focus

on several initiatives to improve

productivity at the container terminal.

Stella Passage

development progress

In December 2024, the Environment

Court approved part of the Stella

Passage development – the first

stage of the berth extension

at the container terminal. The

Court found that, from a Western

science perspective, the project's

environmental impact is expected

to be minor in the short-term

and negligible in the long-term.

Unfortunately, the decision was

immediately appealed by several

hapū groups.

Given the urgency of the project,

we opted to apply for resource

consent for the Stella Passage

development under the new Fast-

track Approvals Act. The application

follows six years of consultation

under the Resource Management

Act and previous fast-track processes,

and a three-week hearing in the

Environment Court in 2023.

The Port has been unable to reach

agreement with local iwi and hapū

over mitigating the cultural effects

of the project. Tangata whenua

parties successfully applied for a

judicial review of the Environmental

Protection Authority’s decision to

accept the fast-track application.

The Court has now put the fast-track

process on hold.

Details of the project and progress

to date can be found on page 67.

Due to Port of Tauranga’s role as

New Zealand’s international hub port,

the Stella Passage development is critical

to the future prosperity of the country.

We remain committed to working

with local iwi and hapū to address

concerns about the cultural impact

of the proposed development. We

firmly believe that Port development

is not mutually exclusive with caring

for the environment, restoring the

ecology, and improving the health

of Te Awanui Tauranga Harbour.

Preparing for automation

In association with the planned

new container berth in the Stella

Passage development, we intend to

introduce fully-electric automated

stacking cranes to increase

throughput, improve safety and

reduce carbon emissions.

While we wait for the resource

consent approval for the berth,

we have commenced an emulation

project to test integration with our

existing systems and operations.

Our automation team has also

visited several established automated

terminals overseas to further refine

our intended design.

The delay to progressing

automation is frustrating as, once

fully implemented, it will allow us

to significantly reduce our carbon

emissions at the same time as

increasing the container terminal’s

current throughput.

Our vision for an efficient

and resilient New Zealand

supply chain

The Stella Passage development is

part of our vision for an integrated,

efficient, cost-effective and resilient

New Zealand supply chain.

The year in review

Ruakura Inland Port

continued to grow

in its second year of

operation, handling

22,525 TEUs, more

than double the 9,616

TEUs in the first year.

9Integrated Annual Report 20258Port of Tauranga Limited

As larger container ships are introduced
to Oceania routes, a hub-and-spoke

model is likely to emerge, with two

or three large international container

terminals supported by feeder ports

serviced by coastal shipping. We are

urging the Government to review

regulations and develop a national

coastal shipping strategy to address

the barriers to viability and reliability.

With targeted and timely investment

in key infrastructure – including

inland ports, road networks, rail

and coastal shipping – we believe

the New Zealand supply chain can

serve the country’s growing needs

for the next three to four decades

without the need to build a new

“greenfields” port.

The targeted investment includes

Government assistance in removing

regulatory and legislative barriers, and

spending on strategic road and rail

transport networks. This will free up the

hub ports to invest in capacity-building,

including building new wharves and

investing in inland ports as required.

Marsden Maritime

Holdings acquisition

In June, a consortium comprising

Port of Tauranga, Northland

Regional Council (NRC) and Tupu

Tonu (Ngāpuhi Investment Fund)

completed a takeover of Marsden

Maritime Holdings (MMH).

The buyout of all shares not already

held by NRC led to MMH’s delisting

from the NZX and integration into a

new entity, Northport Group Limited.

Before the transacton, MMH owned

50% of Northport Limited (with Port of

Tauranga owning the other half) and

around 150 hectares of industrial land

adjacent to Northport. Under the new

structure, Port of Tauranga owns 50%

of the merged group, NRC owns

43% and Tupu Tonu 7%.

The consolidation brings Northport

together with the adjacent MMH

land under a unified, simpler

structure. Development of the land

for industrial, logistics or freight

operations will be better coordinated,

unlocking economic benefits for

both the Northport Group Limited

and the wider Northland and

Auckland economies.

Investing in infrastructure

We commissioned a new Liebherr

ship-to-shore gantry crane in February.

With the dismantlement of our two

oldest cranes in the past year, we now

have an eight crane operation and will

purchase additional cranes to serve

the new container berth extension

once consented and constructed.

As part of our decarbonisation

efforts, we will trial New Zealand’s

first electric straddle carrier and

charging infrastructure.

We are also at the contract-signing

stage to purchase our first hybrid

tug boat, which will be larger to

handle bigger ships.

Health and safety

performance

We’re pleased to see our safety

culture continue to mature, with

an increased focus in the past year

on ensuring contractors share

our “safety always” mindset. We

have introduced new contractor

management processes to ensure

consistency across the business.

We encourage the reporting of all

incidents, no matter how minor.

This has resulted in an increase in

the annual Total Recordable Injury

Frequency Rate, from 13.2 to 16.0

per million hours worked. We

note that 91% of these recordable

incidents were low severity involving

soft tissue sprains and strains.

Automation, once

fully implemented,

will allow us to

double the container

terminal’s current

throughput.

The year in review

Port of Tauranga continues its

strong presence within sector health

and safety initiatives. Pat Kirk, our

General Manager Health and Safety,

is the current chair of the Port

Industry Association, is an industry

representative on the Port Health

and Safety Leadership Group and is

a senior member of the Port Industry

Fatigue Working Group.

We believe there is much to be

gained from a cross-sector approach

to safety and were proud to see the

Port Industry Fatigue Working Group

win the NZ Workplace Health and

Safety Awards 2025 supreme award

for its work.

Decarbonisation and climate

change adaptation

Congestion resulted in increased

diesel usage. Combined with the

increase to the Ministry for the

Environment’s electricity emissions

factor for the New Zealand grid

(which increased by 32%), total Scope

1 and 2 greenhouse gas emissions

increased 20% from the previous year

to 21,873 tonnes CO

2

e. Emissions

intensity increased 13% to 0.84 kg

CO

2

e per cargo tonne.

Unusually high peak volumes for the

export dairy and kiwifruit seasons

required the use of hired generators

for refrigerated containers, which

outnumbered our permanent plug-in

points. Congestion in the container

terminal also increased straddle

running time and distance.

We plan to introduce additional

refrigeration capacity through the

implementation of automated

stacking cranes. However, this

decarbonisation opportunity is

currently blocked by the Stella

Passage development resource

consent delays.

Automated stacking cranes are

estimated to produce 75% fewer

carbon emissions than an equivalent

diesel-electric manual straddle

operation.

Air and water quality

improvements

Port of Tauranga is committed

to continuous improvement in

its environmental performance

and undertakes an extensive air

and water quality monitoring

programme. Read more on page 57.

Future Director

appointment

Port of Tauranga joined the Institute

of Directors’ Future Directors

programme to help develop the next

generation of directors in the Bay

of Plenty. We were pleased to invite

Scott Campbell to join us as a future

director.

Scott (Te Arawa, Ngāi Te Rangi,

Ngāti Pūkenga) is the Managing

Director of Strategicly Consulting

and brings a wealth of experience in

communications, issues management

and iwi engagement.

We have welcomed his valuable

contributions and have extended his

one-year term by six months to

March 2026.

Outlook

Domestically, we are seeing modest

import growth supported by strong

export performance in dairy and

horticulture. However, global trade

tensions and tariff uncertainty

continue to cast a shadow on

market confidence and could limit

momentum.

Globally, the port and shipping

sector is facing challenges such as

container fleet oversupply, trade

slowing in some markets, and

geopolitical disruptions (such as Red

Sea shipping diversions) leading to

increased costs. Margin pressure on

shipping lines, along with carbon

pricing pressure, can be expected to

accelerate the cascading of larger,

newer ships into the Oceania routes.

We welcome the Government’s

select committee inquiry into ports

and the maritime sector in an effort

to increase transparency, address

regulatory bottlenecks and improve

productivity. An efficient, sustainable

and resilient New Zealand port

sector is vital to a thriving economy.

Our thanks

We’re extremely grateful for the

ongoing collboration, support and

patience of our customers and

business partners as we continue

to push for a resource consent for

much-needed port infrastructure.

We acknowledge the cost and

frustration caused by the ongoing

delays. Our commitment is to

keep safely improving efficiency

and productivity, to ensure Port of

Tauranga remains the port of choice

for our customers.

Thank you also to our team

members and service partners, who

continue to do an outstanding job as

we deal with multiple supply chain

challenges.

We remain confident of our

resilience, thanks to our operational

strength, quality infrastructure assets,

diverse cargo mix and our dedicated

team of Port of Tauranga people.

Thank you for your support in

connecting New Zealand and the

world.

Ngā mihi nui

Leonard Sampson

Chief Executive

Julia Hoare

Chair

Julia Hoare

Chair

1110Port of Tauranga LimitedIntegrated Annual Report 2025

Integrated
reporting

Integrated reporting

S

ince 2018, Port of Tauranga

has utilised the International

Integrated Reporting Framework

in our annual reporting. Previous

Integrated Annual Reports are

available on our website.

The framework outlines how a report

should focus on material matters

– those issues that substantively

affect our ability to create value over

time. The assessment of materiality

is informed by the expectations

and interests of our wide variety of

stakeholders. We formally consult

our stakeholders regularly to stay

attuned to their needs as our

operating environment continues

to evolve. The results of our most

recent materiality assessment in

2024 are described on page 20 and

you will see reference to the priority

issues throughout this report.

Our business strategies are also

informed by our purpose, vision

and values, which are described

on pages 14 and 15.

How to read this report

In the following pages, we describe

the capital, resources or inputs that

we utilise or affect – our relationships,

our people, our skills and knowledge,

our environment, our assets and

infrastructure, and our finances.

We outline the capabilities, strengths

and expertise that we add, describe

our activities and outputs, and

the resulting outcomes for our

stakeholders. We define stakeholders

as anyone who has something

to gain, or something to lose, from

Port of Tauranga’s endeavours.

They include neighbours, customers,

iwi and hapū, regulators, service

providers, investors, partners

and employees.

This year, we have enhanced our

risk management framework.

The relevant risks and our strategic

approach to them are described

in each capital section of this report.

Governance

Port of Tauranga’s Board of Directors

is committed to engaged, quality

governance that demonstrates

accountability, compliance and

integrity. Our Corporate Governance

Statement is available on page 124

and the statement, constitution and

supporting policies are available

on our website.

Integrated reporting helps us

maintain transparency and provide

quality and relevant information to

our stakeholders. We continue to

adapt our approach based on market

feedback. We’re proud that our

efforts were recognised with a silver

award in the Australasian Reporting

Awards and a highly commended

in the CPA Australia New Zealand

Integrated Reporting Awards for our

2024 report.

Integrated thinking, actions and

reporting ensure the best possible

outcomes for our investors and

stakeholders.



Julia Hoare

Chair

Port of Tauranga’s 2025 Integrated Annual Report

describes how the company creates value for our

stakeholders over the short, medium and long-term.

In this report, we describe our strategy, governance,

performance and outlook.

A guide to

this report

1312Port of Tauranga LimitedIntegrated Annual Report 2025

Drive national prosperity
New Zealanders will value the Port as an asset that

drives our nation's prosperity by providing the most

efficient access to global trade.

Improve community wellbeing

We will improve our community's wellbeing by providing

jobs and economic growth, as well as forming effective

partnerships to pursue a shared vision of success.

Protect our natural environment

We will protect and enhance our natural environment.

We will invest in technology and embed sustainable

practices throughout our business.

Respect mana whenua

We will recognise and respect the mana whenua of the

rohe and acknowledge the kaitiakitanga of iwi and hapū.

Nurture our people

We will be an attractive and accessible

workplace where talent is nurtured.

Our people will be proud to work here

and know their contribution is valued.

We will foster a culture of empowerment,

where health and safety is at the forefront

of everything we do.

Provide superior customer service

We will be driven by our customers' needs

and create innovative supply chain solutions.

We will deliver on our promises, provide superior

service and grow together.

Deliver long-term value

We will deliver long-term value for investors through

leading environmental and ethical performance,

business resilience and sound financial management.

Our purpose and vision guides us to focus our

attention, effort and resources in the places that

reflect the priorities of our stakeholders.

Our values define our fundamental beliefs

and dictate our behaviour as individuals,

as teams and as an organisation.

How we work

Our purpose

and vision

Company overview

Our purpose

Our vision

Our purpose goes beyond profit and is the key to Port of Tauranga's

ongoing success. Our aspirations for 2030 are:

We will achieve our vision by:

Connecting New Zealand and the world.

Our values

Taking pride and

doing the right thing

Listening and

working together

Creating

better ways

Having a 'safety

always' mindset

15Integrated Annual Report 202514Port of Tauranga Limited

Our national
network

By the numbers

Port of Tauranga is New Zealand's

international hub port:

KEY

39% of all shipping containers

in and out of New Zealand

33% of all New Zealand cargo


by tonnes (up 1%)

40% of all exports by tonnes

23% of all imports by tonnes

35% of all New Zealand cargo


by value (up 3%)

51% of all exports by value

17% of all imports by value

48% of all export TEUs

32% of all import TEUs

54 trains per week between Tauranga and


MetroPort inland port in Auckland

8,036 TEU total ground slots at Tauranga Container


Terminal, including 1,404 slots for refrigerated

containers (3,426 powered connections)

2,880 TEU capacity at MetroPort Auckland

2.8km total quay length at Tauranga, with 15 berths

287 employees at parent company

15ha land at Rolleston near Christchurch

45ha land in Auckland

190ha land in Tauranga

14.5m shipping channel depth inside Te Awanui


Tauranga Harbour

53 straddle carriers (seven hybrids)

8 container cranes at Tauranga Container Terminal

State Highway 1

State Highway 2

East Coast main


trunk rail network

Operated by Timaru

Container Terminal

• Intermodal freight hub

at Rolleston

• Rail connections to Timaru

Container Terminal and

rest of South Island.

50% ownership

with Kotahi

• Freight logistics group.

5

50% ownership with Northland Regional

Council (43%) and Tupu Tonu (7%)

• Deep water commercial port

near Whangārei

• 150 hectares of adjacent land,

commercial premises and a

marina (formerly Marsden

Maritime Holdings).

4

1

Parent company

• New Zealand’s largest port and international freight hub

• Container terminal, bulk/breakbulk cargo wharves and

bunkering/bulk liquids facilities

• Extensive cargo storage and handling facilities

• Rail connections to Hamilton, Auckland and the

central North Island

• Extensive road networks (State Highways 2 and 29)

and coastal shipping connections.

50:50 joint venture with Tainui

Group Holdings

• Inland port connected by rail

to Tauranga and Auckland

• Part of the Ruakura Superhub

logistics and industrial precinct

• Opened August 2023.

2

100% ownership

• Specialist cargo handling services

company with operations at

Tauranga, Timaru and Hamilton

• Operator of Ruakura Inland Port.

100% ownership

• Direct links to Tauranga

• Operates MetroPort

Christchurch at

Rolleston.

65

50% ownership with

Timaru District Holdings

• Commercial port in Timaru

• Bulk cargoes including major

cement handling facility and

oil terminal.

6

Operated by KiwiRail

• Inland port in the heart

of Auckland’s commercial

and industrial area,

connected by rail to

Tauranga and Hamilton.

3

3

5

1

2

126

50% ownership with

Port of Auckland

• Online cargo

management system.

4

5

1

3

6

Christchurch

Timaru

Invercargill

Wellington

Napier

Murupara

Hamilton

Auckland

Northport

Port of Tauranga

5

4

6

3

2

1

Ruakura

Picton

‘Golden Triangle'

economic zone

Northport Group

Limited

Company overview

17Integrated Annual Report 202516Port of Tauranga Limited

How Port
of Tauranga

creates value

1

Enduring,

mutually beneficial

partnerships

Effective partnerships contribute

to a shared vision of success.

2

A proud, safe

and motivated

workforce

A workplace where health and

safety comes first, our people

are empowered, talent is

nurtured, and the contribution

of everyone is valued.

3

Effective and

resilient networks

Logistics networks

driven by customers’ needs

and innovation to provide a

superior service.

4

Better air and

water quality

Responsive environmental

stewardship and investment

in technology and sustainable

practices to protect and enhance

our natural environment.

5

Long-term value

for shareholders

A resilient business and

sound financial management,

delivering appropriate risk and

reward for investors.

6

Prosperous

communities

Efficient access to global

trade, and jobs and economic

growth for local, regional and

national communities.

Our outcomes

Our outputsOur inputsOur blueprint for strategic growth

more people expected

to be living in New

Zealand by 20451M

The Port is

building for demand

New Zealand's

population growth

is driving demand

NZ's largest

container terminal

A resilient

national

network

Land use constraints in

Auckland are pushing

industry north and

south. Freight volumes

and shipping trends

are shifting — larger

vessels, more coastal

aggregation.

Our relationships

Strong partnerships

with customers, iwi,

communities and industry.

Our people

A skilled, safety-focused

team with a culture of

adaptability and service.

Our skills and

knowledge

Decades of operational

experience and deep

understanding of

supply chain dynamics.

Our

environment

Natural resources

fundamental to our

business operations and

our role as stewards of

the environment.

Our assets and

infrastructure

Strategic port land, inland

hubs, deepwater channel

and national network links.

Our finances

A strong balance sheet and

investment in infrastructure

to match demand.

Inland port

network:

• MetroPort Auckland

• Ruakura

• Rolleston

Integrated network

connecting sea and inland

ports via rail, road and

coastal shipping.

A hub-and-spoke

model with big ship-

capable ports serviced

by an efficient coastal

shipping network.

Improved service

levels and productivity

along with growing

new cargo volumes.

Community

support

Environmental

protection

Reliable

operations

1/3

Transhipment: Up 50%

in the past decade, now

1/3 of container volume.

700+

metres of new berths planned,

supported by automation.

33% of of all NZ

cargo by volume

39% of all

container trade

51% of

NZ's exports

by value

17%

of imports

by value

287

employees

and tens of thousands

more in port-related jobs

$114M

in dividends to

shareholders for FY2025

85%

community

positivity rating

Deepwater channel:

Consented to 16m — ready

for larger container ships.

Christchurch

Timaru

Wellington

Napier

Hamilton

Auckland

Northport

Port of

Tauranga

Nelson

Invercargill

Port Chalmers

Ruakura

Company overview

1918Port of Tauranga LimitedIntegrated Annual Report 2025

What
matters most

I

n 2024, we undertook a materiality

assessment with internal and external

stakeholders to understand and

prioritise the issues affecting people,

the planet, our partnerships and

prosperity. An independent expert

sought the opinions of the senior

management team, other people

leaders in the business, employees,

investors, customers, business

partners, community leaders,

unions, iwi and regulatory bodies.

The list of 19 sustainability topics

was then ranked through an online

survey to establish the highest

priority issues for Port of Tauranga:

Health, safety

and wellbeing

• Promoting a safe and healthy

working environment for

everyone working in, or

interacting with, our business.

Customer engagement

• Continuously innovating

and adapting to market and

environmental changes to deliver

sustainable and efficient service

to our customers. Understanding

customer and partner needs.

Sustainable financial

performance

• Ensuring sustainable financial

growth and performance as a

key component of the triple

bottom line (economic,

environmental, social).

Employee engagement

• Empowering people through

professional development,

providing career pathways, and

creating a culture where people

can thrive. Enabling a long-term

sustainability mindset in our

culture and values.

Future-focused

infrastructure and services

• Providing critical infrastructure

and services that are resilient,

efficient and evolving to meet

the needs of New Zealand.

Proactively considering customer

needs and responding to global

market and geopolitical forces.

Social licence

• Proactively engaging in

community, partnerships and

relationships. Communicating

the purpose and value of Port of

Tauranga to the region and New

Zealand. Communicating targets,

goals and progress to a broad

range of stakeholders.

Environmental stewardship

• Protecting the environment

(land, water and air quality) and

biodiversity through proactive

management and partnerships.

Other important topics raised

through the materiality assessment

included:

• Digitisation and technology

• Business continuity planning

• Communication and relationship

management

• Governance

• Collaboration and partnerships

• Carbon footprint

• Climate-related business risk

• Cultural competency

• Sector leadership

• Future of work

• Diversity and inclusion

• Community focus.

As well as the formal materiality

assessment, we continually check

in with our stakeholders about their

needs and wants. In late 2024, we

undertook our inaugural community

sentiment survey, which showed

85% positivity towards the Port.

Read more on page 33.

We also undertake customer

satisfaction surveys to ensure our

services are meeting their needs and

that we are planning for their future

wants. We survey our employees

every few years and facilitate

detailed feedback sessions to delve

into the issues being faced by team

members. Read more on page 40.

All of the stakeholder feedback has

been incorporated into the Port’s

sustainability framework, illustrated

on the next page. It describes

the material issues for people,

the planet, our partnerships and

prosperity, outlines our long-term

objectives, and lists some of the

short-term initiatives and activities

under way to address the issues.

Port of Tauranga’s sustainability strategies focus

on the issues that matter most to our stakeholders,

and the ones that we can most influence.

Sustainability

2120Port of Tauranga LimitedIntegrated Annual Report 2025

Material
issues for our

stakeholders

Our long-term

objectives

Our initiatives

and activities

(short-term,

~5 years)

People

Planet

ProsperityPartnerships

• Health, safety and wellbeing

• Employee engagement

• Sector leadership

• Future of work

• Diversity and inclusion

• Environmental stewardship

(air, water and land)

• Social licence

• Carbon footprint

• Climate-related business risk

• Sustainable financial performance

• Future-focused infrastructure and

service provider

• Digitisation and technology

• Governance for sustainability

• Business continuity planning

• Customer engagement,

connecting the world

• Collaboration and partnerships

• Communication and relationship

management

• Cultural competency

• Community focus

• Foster a culture of empowerment, where

health and safety is at the forefront of

everything we do

• Build the capability as outstanding leaders in

teams, with our customers and in our field

• Equip our people to be their best,


navigating successful futures by

producing outstanding results

• Build internal capability for future

automation, digitisation and AI

• Encourage a more diverse workforce,

with at least 40% men and 40% women in

leadership positions.

• Implement a decarbonisation strategy to

achieve net zero emissions by 2050

• Understand and adapt to the effects of

climate change, including extreme weather

events

• Reduce our impact on air quality, harbour

water quality, soil health and noise pollution

• Communicate targets, goals and progress to

stakeholders

• Protect and enhance existing flora and fauna

habitats

• Prevent biosecurity incursions.

• Deliver steady earnings for our shareholders

through sound financial management

• Provide employment and economic growth

opportunities by providing resilient, efficient

and evolving infrastructure and services

• Invest in capacity, including dredging,

equipment, inland ports, wharf extensions

and upgrades, automation and digitisation

for efficiency

• Build accountability, transparency and

credibility through sound governance

• Proactively manage risk, prepare for

emergencies and build resilience, including

cyber security risk.

• Co-create innovative supply chain solutions

with our customers and suppliers

• Form effective partnerships to pursue

an aligned vision of success

• Be a good neighbour, engaging with

and investing in local communities

• Be culturally aware, recognise and respect

the kaitiakitanga of iwi and hapū, and build

authentic partnerships

• Communicate in a genuine, transparent

and timely manner to create positive,

enduring stakeholder relationships.

• Fatigue risk management initiatives

• Safety recognition programme (TeamSafe)

to build culture

• Develop comprehensive health and safety

reporting and assurance systems

• Review performance management system

• Implement continuous improvement

strategy

• Build leadership skills of managers

• Continue to deliver employee-led,

comprehensive wellbeing programme

(ShipShape)

• Improve terminal employee wellbeing

through new accommodation.

• Develop climate action strategy:

– Identify appropriate near-term greenhouse

gas emission targets

– Investigate alternative fuel initiatives for

marine fleet, straddles and automation

projects

• Continue energy efficiency initiatives for

existing and new equipment

• Dust management, reduction and mitigation

• Stormwater management and treatment

• Water use reduction and leak identification

and mitigation

• Spill prevention and management

• Avian habitat management and protection

• Continue Biosecurity Excellence Partnership

education programme.

• Further develop big ship capacity by

securing resource consent and commencing

construction of Stella Passage project as well

as automation

• Secure resource consent for capital dredging

and maintenance dredging/disposal and

commence construction when prudent

• Maintain dividend target of 70-100% of NPAT

• Achieve appropriate return on capital

investment (ROIC)

• Seek new business and diversified earnings

sources

• Undertake a Board performance review and

implement any relevant recommendations

• Refresh strategic risk management and

assurance process.

• Embed hub-and-spoke model utilising

inland freight hubs, KiwiRail partnership

and shipping line relationships

• Utilise stakeholder feedback (from brand

refresh, customer satisfaction survey,

materiality assessment and community

sentiment survey) to further refine

community and neighbour role

• Continuously review sponsorship

strategy to ensure alignment with above

• Identify opportunities for economic

development partnerships with local

iwi and hapū, including scholarship and

employment pathways

• Seek formal relationship agreements

with Tauranga Moana iwi.

Port of Tauranga is invested in the wellbeing of Tauranga city, the harbour and its people.

The Port is an anchor for the Bay of Plenty economy, providing a gateway to international trade,

resilient earnings for our region and creating prosperity for New Zealand. Port of Tauranga

provides nationally significant infrastructure to enable essential access to global markets.

Port of Tauranga

sustainability framework

Sustainability

2322Port of Tauranga LimitedIntegrated Annual Report 2025

Risk
management

F

ollowing a comprehensive

external review of the Port’s risk

management policy and framework,

a Risk Specialist has been appointed

to coordinate risk information and

management.

The Risk Specialist is working

with teams across the business to

develop an integrated and forward-

looking picture of the Port’s risk

landscape, and ensure the correct

controls, mitigations and reporting

are in place.

All team members have

responsibility for risk management

and are expected to understand and

proactively manage risks. Our risks

are continuously evolving and are

discussed in depth regularly by the

senior management team and the

Board of Directors, who balance

risk management and risk taking in

accordance with our established

risk appetite, external legislation and

good governance practices.

Significant risks potentially impact

our ability to achieve our business

objectives and to create value in the

short, medium or long-term.

They include:

• Health, safety and wellbeing

• Cyber security

• Social licence to operate

• Legal and regulatory risk

• Climate change impacts or

a natural disaster

• Commercial and business risk due

to geopolitical reasons, pandemics

or an otherwise disrupted supply

chain

• Ship collision or grounding

• Key infrastructure resilience

• Human capital and culture

• Financial mismanagement or loss

of investor support

• Key supplier and customer

relationships.

The consequences, mitigation

strategies and key controls are

described in detail in the Corporate

Governance Statement on our

website

2

, and summarised in each

of the capital sections of this report.

Port of Tauranga’s risk management framework gives us

the tools to identify, assess, monitor and manage risks.

2

https://www.port-tauranga.co.nz/investors/

governance/

Sustainability

2524Port of Tauranga LimitedIntegrated Annual Report 2025

Climate
change response

P

orts must be prepared for the

physical effects of climate

change and their impact on port-

related infrastructure, including land

transport networks.

Climate-related disclosures

In October 2024, Port of Tauranga

published its first report under the

new Climate-related Disclosures

regime

3

.

The statement describes Port

of Tauranga's governance, risk

management processes, climate-

related risks and opportunities, as well

as its greenhouse gas emissions.

About 170 of New Zealand's biggest

companies are required to produce

this annual climate statement. The

goal of mandatory climate-related

disclosures is to ensure the effects

of climate change are routinely

considered in all business decisions,

entities demonstrate responsibility

and foresight, and capital is allocated

more efficiently to smooth the

transition to a more sustainable, low

emissions economy.

This year’s report will update

the Port’s climate context, delve

deeper into climate-related risks

and opportunities, and examine

containerised cargo in more detail.

The Port is also preparing a detailed

transition plan, outlining how the

Port will reduce its emissions and

respond to the risks and opportunities

identified, including targets.

2025 emissions inventory

Port of Tauranga reports under the

GHG Protocol standard and discloses

the Scope 1 and 2 emissions over

which it has operational control, i.e.

those produced by Port of Tauranga,

Quality Marshalling, Timaru Container

Terminal and Ruakura Inland Port.

Total Scope 1 and 2 emissions


for the 2025 financial year were

21,873t CO

2

e, an increase of 20%

from the previous year.

Emissions intensity increased 13%


to 0.84 kg CO

2

e per cargo tonne.

The increases are attributed to:

• A 32% increase to the Ministry for

the Environment’s location-based

electricity emissions factor due to

increased reliance on fossil fuels in

the national electricity mix

• Diesel generator emissions at the

Tauranga Container Terminal,

which increased 126% compared

to the previous year due to strong

export seasons for kiwifruit, meat

and dairy products. Refrigerated

container volumes increased 19.6%

to a new record and, in addition,

an early kiwifruit season and a late

dairy season created an overlap

that further boosted peak demand.

Emissions reduction

strategies

The growth in refrigerated cargoes

is expected to continue over the

next few years, putting pressure on

the Port’s 3,426 permanent plug-in

points.

Port of Tauranga plans to significantly

increase refrigerated container

electric plug-in capacity and minimise

generator use with the introduction

of electric automated stacking cranes

(ASCs). Each ASC block will provide

189 plugs, totalling 1,701 plugs over

the nine blocks proposed.

However, this capacity will not be

added until approximately 2031,

because the installation must be

preceded by the construction of an

additional container berth (currently

awaiting resource consent).

In the meantime, other possibilities

are being explored, including the

feasibility of additional plug-in points

within the existing footprint, fuel

enhancement technologies and

operational improvements to avoid

delays and extended storage periods.

Existing emission reduction initiatives

include hybrid straddle carriers,

waste minimisation and recycling,

conversions to LED lighting and

low emission light vehicles where

operationally feasible. The Port has

also committed to trialling New

Zealand’s first fully electric straddle

carrier in 2027 (read more on page

58), and to invest in a hybrid tug


(read more on page 65).

Big ship capability

As New Zealand’s largest port, Port

of Tauranga has an important role to

play in decarbonising the country’s

international supply chain.

We have prioritised rail over road

transport and advocated for coastal

shipping. A 2022 study by University

of Canterbury for Swire Shipping

estimated greenhouse gas emissions

generated by heavy road transport

are between 2.4 and 2.7 times larger

than rail, and between 5 and 5.6

times larger than coastal shipping.

We have also become the first New

Zealand port able to accommodate

larger container vessels. Bigger ships

can produce fewer emissions per

container than smaller, older vessels.

Read more about our big ships

strategy on page 50.

Ports have a significant role to play in New Zealand’s

decarbonisation journey, as sea freight is the most

carbon efficient mode of transport for cargo.

3

https://www.port-tauranga.co.nz/community/community-sustainability/climate-action/

Sustainability

27Integrated Annual Report 202526Port of Tauranga Limited

Improving
community wellbeing

Capital – Our relationships

Port of Tauranga’s long-term relationships help navigate the

course to future outcomes. Our partnerships give us insights

and guidance to meeting the needs of our diverse stakeholders,

including our customers, communities and business partners.

In the following pages, we describe our progress. We have renewed a strategic

agreement with one of our key customers, strengthened our support of coastal causes

and worked with iwi to improve the health of Te Awanui Tauranga Harbour.

Our relationships

VisionMaterial issues addressed

by our strategies

We will improve our community’s

wellbeing by providing jobs and

economic growth, as well as forming

effective partnerships to pursue a

shared vision of success. We will

recognise and respect the mana

whenua of the rohe and acknowledge

the kaitiakitanga of iwi and hapū.

• Collaboration and partnerships

• Communication and relationship

management

• Community focus

• Customer engagement

• Social licence

• Cultural competency

29Integrated Annual Report 202528Port of Tauranga Limited

Performance
Long-term freight agreements in place

with major shippers such as Kotahi, Oji

Fibre Solutions and Zespri International

10

tertiary scholarships awarded

to Māori students

Ruakura Inland Port joint venture

with Tainui Group Holdings surpasses

22,000 TEUs

1,500+

people hosted

on port tours,

new online booking system introduced

74%

average recommendation

by surveyed customers

85%

positivity rating in

communty sentiment survey.

Associated risks

• Social licence to operate

• Legal and regulatory risk

• Climate change impacts or natural disasters

• Key supplier and customer relationships

Strong and sustainable relationships

are essential to the Port’s long-term

success and we nurture them through

ongoing, meaningful engagement with

stakeholders. Continual analysis of

our stakeholders’ perspectives help us

anticipate and mitigate risks associated

with our activities and initiatives.

Capital – Our relationships

Ruakura Inland Port

3130Port of Tauranga LimitedIntegrated Annual Report 2025

New Zealand’s
largest shipper

chooses Tauranga

Kotahi, New Zealand’s largest

containerised freight manager,


has a long-term commitment

to Port of Tauranga.

Kotahi represents key customers

Fonterra and Silver Fern Farms,

as well as more than 50 other

exporters in the primary sector.

Together, they represent a third

of New Zealand’s containerised

exports.

Kotahi’s approach to freight

aggregation has helped provide

scale, improving productivity

in the wider supply chain and

contributing to export growth.

Port of Tauranga and Kotahi

entered an initial 10-year

agreement in 2014, paving the

way for the Port to invest in “big

ship” capacity, including capital

dredging.

In 2024, the agreement was

extended by seven years

through to mid-2031, supporting

the Port’s next stage of capacity-

building.

The partnership provides the

Port with long-term certainty for

infrastructure investment and

supply chain planning, ensuring

New Zealand can remain

internationally competitive.

Kotahi also has a volume

agreement with Port of

Tauranga-owned Timaru

Container Terminal to handle

South Canterbury exports

through to 2030.

Port of Tauranga has cargo

volume agreements with

other key customers such as

Oji Fibre Solutions and Zespri

International (see page 34).

Capital – Our relationships

First community

sentiment survey shows

positivity towards port

Tauranga and Western Bay of Plenty

residents have been surveyed for


the first time about their view of

Port of Tauranga.

The survey involved 206 anonymous

respondents, closely reflecting the

demographics of the region.

The results showed a very positive

view of the Port from the community,

with 85% of surveyed residents

feeling very positively or positively

towards the Port, and only 4%

expressing negativity.

Cleaning up

our coastlines

Marine environmental charity

Sea Cleaners has started full

time operations in the Bay of

Plenty with the support of Port

of Tauranga and local councils.

Sea Cleaners already operates

in other harbours around the

country, removing 14.6 million

litres of waste in waterways

since the charity’s establishment

in 2002.

The Sea Cleaners boat and crew

are based at Tauranga Bridge

Marina, next door to the port.

The new sponsorship enhances

the Port’s existing support of

the annual Our Backyard Trust

harbour clean up, which has

removed 13 tonnes of waste

from the coastline in the past

four years.

Port of Tauranga team

members and their families

also take an afternoon at least

once a year to collect litter

from the Mount Maunganui

neighbourhood.

Surf life

saving support

Port of Tauranga has a new long-

term partnership with Mount

Maunganui Lifeguard Service,

which has been keeping the public

safe at the beach and on Mauao


for more than 90 years.

The two organisations share a strong

connection to the sea and the

Mount Maunganui community. The

sponsorship complements our support

of the Port of Tauranga Rescue Centre

at nearby Omanu Beach.

Those who have lived in the region

the longest were the most positive

about the Port’s impact, and even

those who knew only a little about

the Port felt positively towards it.

Respondents trusted the Port,

rating highly its value to the

community and commitment

to the environment.

Last year Port of Tauranga surveyed

importers, exporters, shipping

agents and tenants to gauge

satisfaction with services.

More than 80% of respondents

said they were “very satisfied”

or “somewhat satisfied” with

Port of Tauranga.

The Rescue Centre, which opened

in late 2022, serves as an operations

hub for the 19 surf life saving clubs

of the eastern region of the North

Island, from Hot Water Beach on the

Coromandel Peninsula to Gisborne.

The Centre supports first responders

in any large-scale search and

rescue, and houses specialist rescue

equipment.

Port of Tauranga is also a supporter of

the Tauranga Volunteer Coastguard,

including sponsoring its weather

update broadcasts and contributing

to a new 14-metre rescue vessel.

Iwi partnerships

to improve

harbour health

A Port of Tauranga-funded trust

is investing in projects to improve

the health of Te Awanui Tauranga

Harbour.

The Ngā Mātarae Charitable Trust

brings together representatives

from three Tauranga Moana iwi

(Ngāi Te Rangi, Ngāti Ranginui and

Ngāti Pūkenga), the Port, the Mauao

Trust and the Tauranga Moana Iwi

Customary Fisheries Trust.

The Trust was established in 2014 to

balance the impact on the cultural

and spiritual values of local iwi

and hapū from capital dredging,

necessary to accommodate larger

container ships.

Recent projects sponsored

by the Trust include:

• A resilience plan for Whareroa

Marae, which is located on a

low-lying shore of Te Awanui

Tauranga Harbour

• A business case for harbour

restoration led by a collective of

hapū of Tauranga Moana

• A project to capture hapū

perspectives of Tauranga Moana

• School science laboratory

equipment to be shared by

local kura kaupapa.

Previous projects funded by the

Trust include:

• A pipi research project to

restore and enhance coastal

ecosystems

• Purchase of a research and

monitoring vessel for an

environmental organisation

• Preparation of an oversight plan

and implementation programme

for the wetlands adjacent to the

Whetu-O-Te-Rangi marae

• Restoration and enhancement

of the Huria wetland adjacent to

the Judea Rugby Club.

The Trust is also helping to fund a

major wetland restoration project

for the lower Kopurererua Stream

and adjacent Koromiko wetland.

It will increase flood and erosion

control, improve water quality and

protect biodiversity.

Ngā Mātarae Trust also funds a

number of tertiary scholarships for

Māori students. The Trust scheme

is one of two administered by the

Port, offering a total of up to 18

annual scholarships to first, second

or third year tertiary students.

Mount Maunganui

Lifeguard Service

3332Port of Tauranga LimitedIntegrated Annual Report 2025

Capital – Our relationships
Port of Tauranga,

Zespri and TKL agree

strategic partnership to

grow kiwifruit exports

Port of Tauranga, Zespri International and

Tauranga Kiwifruit Logistics (TKL) have signed a five-year

partnership to grow cargo volumes through the Port.

Case study

K

iwifruit exports are expected

to increase more than 2% a

year through to 2029 as the size of

Zespri’s annual harvest continues

to expand.

The partnership puts the kiwifruit

export industry in the perfect

position for growth, helping to

manage peaks and other challenges.

Zespri Head of New Zealand Supply,

Lorry Leydon, says the strategic

agreement between Zespri, the Port

of Tauranga, and TKL is critical in

delivering the growth the kiwifruit

industry has planned over the next

five years and ensuring it continues

to deliver high-quality kiwifruit to

global markets.

“Having key partners who are

aligned to our strategy and values

puts us in a great position to deliver

sustained growth and value to the

kiwifruit industry and the wider

community.”

TKL operates a coolstore at the

Port’s Mount Maunganui wharves

and handles the loading of bulk

and containerised kiwifruit on

refrigerated charter vessels.

Last season, the majority of the

more than 190 million trays of

New Zealand-grown kiwifruit was

exported via Port of Tauranga, with

about half shipped on dedicated

charter vessels and the balance in

containers. The export season lasts

from March through to October.

"Having key partners

who are aligned to our

strategy and values puts

us in a great position

to deliver sustained

growth and value to the

kiwifruit industry and

the wider community."

35Integrated Annual Report 202534Port of Tauranga Limited

Capital – Our people
Nurturing

our people

Port of Tauranga’s path to success is set on its people.

We aim to recruit talented people, nurture them, retain

them and recognise their achievements. Port of Tauranga

is actively encouraging young people into the port industry

through our port pathway programmes.

In the following pages, we describe our progress in developing a proactive learning

and safety culture. We have checked in with our people to gather formal

feedback, and our wellbeing programme continues to support our team members’

physical, mental, emotional and financial wellbeing.

VisionMaterial issues addressed

by our strategies

We will be an attractive and accessible

workplace where talent is nurtured.

Our people will be proud to work

here and know their contribution is

valued. We will foster a culture of

empowerment, where health and

safety is at the forefront of everything

we do.

• Health, safety and wellbeing

• Diversity and inclusion

• Employee engagement

• Future of work

• Governance

Our people

3736Port of Tauranga LimitedIntegrated Annual Report 2025

72%

staff engagement

score (up from 69%

in 2023)

More than 80% participation in 2025

employee share ownership plan

16.0

total recordable injury

frequency rate (TRIFR)

per million hours worked (up from 13.2)

– Port of Tauranga and contractors combined

287

employees

(up from 279)

41%

job vacancies

filled internally

8.45%

staff turnover

(compared with

7.0% in 2023 and 9.25% in 2024)

21.6%

female

gender diversity

(compared with 22% in 2023 and 2024).

Performance

Associated risks

160

140

120

100

80

60

40

20

0-56-1011-1516-2021-2526-3031-3536-4041-4546-50

0

Gender diversity by years of service

40

60

80

100

120

140

20

GEN Z

(1997-2012)

Millennial

(1981-1996)

GEN X

(1965-1980)

Baby Boomers

(1946-1964)

0

Gender diversity by age

40

60

80

100

120

140

20

CommercialPropertyTerminalFinanceCorporate

0

Gender diversity by division

KEY

Female Male

Capital – Our people

• Health, safety and wellbeing

• Human capital and culture

We focus on workplace safety and

overall wellbeing, learning and

development, employee lifecycle

strategies, leadership quality and

culture. This ensures a motivated,

competent workforce that has the

skills to do their jobs well and fulfill

their personal potential.

3938Port of Tauranga LimitedIntegrated Annual Report 2025

TeamSafe award-
winners nominated

by colleagues

Port people are recognising their

peers who demonstrate the team

value of “having a safety always

mindset.”

The TeamSafe Awards were

launched in November 2023 as a

means to celebrate the many ways

in which our team members bring

the mindset to life, every day.

Nominations for health and safety

actions, ideas, initiatives, projects or

behaviours are made to the Port’s

Health and Safety Committee,

which has representatives from

every department.

The award winners so far include

a crane driver who instigated

two projects to make stevedores’

working areas safer, a supervisor

who utilised video to upskill

container truck drivers on new

traffic rules, a marine pilot and

launch crew that refused to use

unsafe equipment on an arriving

ship, and a team that worked

together to extricate a wedged

container on board a ship.

One of the award-winning

projects even made it into

the finals of the New Zealand

Workplace Health and Safety

Awards in June.

Port of Tauranga electrician Paul

Zeeders’ crane cable degreaser

device was one of only four

finalists selected nationwide for

the safety category.

The TeamSafe Awards

complement the Port’s

longstanding Extra Mile Award

for outstanding effort in any area.

Survey shows

rise in employee

engagement

Port of Tauranga employee

engagement rose three points to

72% in the latest team survey.

Engagement was highest amongst

new employees (94%) and longest-

serving employees (72%).

Those surveyed were positive

about company strategy and

goals, collaboration, learning and

development opportunities and

wellbeing. The most negative

feedback was about workload,

resources and systems.

Following the survey, facilitated

team meetings were held to gather

detailed feedback and context to

inform action plans around the

themes raised most often.

High engagement is shown to result

in better productivity and efficiency,

fewer safety incidents, increased

profitability and quality, and lower

staff absenteeism and turnover.

Setting young

people on course for

a port career

Port of Tauranga offers a number

of pathways for young people

to experience working in a port

environment as the industry tries

to expand its appeal to a new

generation.

Our mechanical and electrical

team always has several

apprentices at various stages of

their pathway, as do many of the

contracting businesses working

on the port.

Summer internships are

offered to students studying

a range of specialties, including

mechanical engineering, civil

engineering and environmental

science.

Port of Tauranga also participates

in the Toi Ki Tua summer intern

programme facilitated by Toi

Kai Rawa Trust, which aims to

expose Māori students with

connections to the Bay of

Plenty to highly-skilled career

opportunities in the region.

The Port provides tertiary

scholarships to young Māori

under two schemes and up

to 18 scholarships annually are

paid to first, second and third

year students.

The Port has also supported the

efforts of several PhD students

whose research is relevant to the

Port, most recently a candidate

studying the life cycle of pēpi

koura or baby crayfish in the

harbour.

Meanwhile, business, logistics

and supply chain management

students are eligible for the Port’s

cadetship programme.

Second or third year Bachelor

of Business students are offered

a 12-month cadetship of at least

12 hours of work each week

in the Port’s receival and delivery

department at the heart of the

container terminal. Many

cadets go on to permanent

roles at the Port.

New dashboard to

track health and safety

performance

A new performance index

is tracking a range of health

and safety indicators to guide

improvements.

The scorecard supports the Port’s

growing safety culture, where

priority is given to positive lead

(proactive) injury prevention

actions rather than negative

lag (reactive) injury recording

indicators. It measures activities

such as management and Board

engagement, team involvement

in health and safety meetings and

training, completed corrective

actions, reported incidents and near

misses, and safety observations and

critical risk control verifications.

The dashboard is now being

extended to individual team level

to increase transparency and

accountability, as well as identify

trends and areas for attention.

Capital – Our people

Dune planting at

Mount Maunganui

4140Port of Tauranga LimitedIntegrated Annual Report 2025

Keeping our
people ShipShape

Port of Tauranga’s wellbeing programme, ShipShape, is led by

a committee from across the business to ensure we address

the top physical and mental health needs of our people.

Case study

S

hipShape activities include

monthly challenges, fundraising

events, sponsored team sports and

educational speakers.

All employees have access to fresh

fruit, vegetable seedlings, period

products and other giveaways

through ShipShape.

The programme, launched in 2018,

has received gold accreditation

under the WorkWell framework of Toi

Te Ora Public Health.

To complement ShipShape, in

November 2023 Port of Tauranga

launched the Keep Well programme

to replace its under utilised external

medical assessments and exercise

membership subsidy.

Our independent in-house

nurse, Debbie, carries out health

monitoring, flu vaccinations, prostate

screening blood tests, hearing

tests, ergonomic assessments and

pre-employment medicals. She

has promoted sun safety, alcohol

and sugar consumption reduction,

and foot care. She operates out of

multiple locations on the port to

ensure accessibility and convenience

for our people.

The Port has also given team

members the power to choose their

own health benefits. All employees

are given a Health Now card loaded

with $50 annually to spend on any

service they choose – including

physiotherapy, dental, optometry,

pharmacy and osteopathy.

These services are on top of their

subsidised health insurance.

Capital – Our people

Free counselling is offered through

the Port’s employee assistance

programme, delivered by Vitae.

All employees have

access to fresh fruit,

vegetable seedlings,

period products and

other giveaways

through ShipShape.

43Integrated Annual Report 202542Port of Tauranga Limited

Providing superior
customer service

Capital – Our skills and knowledge

VisionMaterial issues addressed

by our strategies

• Business continuity planning

• Collaboration and partnerships

• Customer engagement

• Sector leadership

• Future-focused infrastructure

and services

Port of Tauranga takes an integrated view of the New Zealand

supply chain, investing in regional ports and inland freight hubs

connected by road, rail and coastal shipping. Our logistics

expertise ensures our customers have the most efficient and

environmentally-sound option for their course to market.

In the following pages, we describe how we utilise our skills, knowledge

and experience in a variety of ways – to provide capacity for bigger ships, to grow

our network, and to keep the border safe. We’re also developing our people to

give them the skills for future ways of working.

We will be driven by our customers’

needs and create innovative supply

chain solutions. We will deliver

on our promises, provide superior

service and grow together.

Our skills and knowledge

45Integrated Annual Report 202544Port of Tauranga Limited

Performance
Associated risks

• Cyber security

• Legal and regulatory

• Human capital and culture

Information and knowledge gives the Port its

competitive edge. We focus on technology,

cyber security and innovation to preserve

and protect our customer services.

Capital – Our skills and knowledge

Container crane rate

(moves per hour)

0

10

20

30

40

202520242023

Average cargo ship

length overall (metres)

0

50

100

150

200

250

202520242023

Average turn-around time

per cargo ship (days)

0.0

0.5

1.0

1.5

2.0

2.5

202520242023

Average cargo ship

gross tonnage

0

5k

10k

15k

20k

25k

30k

35k

202520242023

Average tonnes of cargo

exchanged per ship visit

0

5k

10k

15k

20k

202520242023

Average TEUs exchanged

per container terminal visit

0

.5k

1.0k

1.5k

2.0k

202520242023

4746Port of Tauranga LimitedIntegrated Annual Report 2025

New focus on skills
development

Port of Tauranga’s aspirations mean

our people will need new and

enhanced skills.

The Port is investing in leadership

development, on-the-job training and

specialist support, for both compliance

as well as individual and team growth.

The Port is also looking towards the

future skills required by port workers as

technology evolves. For example, the

automated stacking cranes planned

for implementation in a few years’

time will require remote operators.

Ruakura Inland

Port’s early success

Ruakura Inland Port has

celebrated its second anniversary

reaching the milestone of 22,525

TEUs for the year.

The nine-hectare cargo facility

is connected by rail to Auckland

and Tauranga and is part of the

Ruakura Superhub, a 490-hectare

logistics and industrial precinct

developed by Tainui Group

Holdings.

The inland port has daily calls

by Port of Tauranga’s MetroPort

trains running between Auckland

and Tauranga. A three-hectare

empty container depot has

recently been developed next

door to the inland port for

Container Co.

Nearby tenants include Kmart’s

national distribution centre, plus

coldstores owned by shipping line

Maersk and distributor Big Chill.

Collaboration for

border safety

and security

Port of Tauranga teams work

with national border agencies

to ensure the port is a safe and

secure workplace.

The Port’s 24-hour security team

assists Police and Customs to

detect any potential criminal

activity within the port gates.

The port is monitored via

surveillance cameras and mobile

security patrols.

Port of Tauranga has started a

multi-year project to further

improve security through

fence and gate upgrades as

well as additional surveillance

technology.

We also work with the Ministry

for Primary Industries (MPI) to

ensure biosecurity threats are

averted.

MPI, the Port, Kiwifruit Vine

Health (KVH), other primary

producers, scientists and

local government have joined

forces in the Port of Tauranga

Biosecurity Excellence

Partnership.

The partnership aims to build

a port community prepared

to prevent any pest incursions

through the port. Port users

are educated on what to look

for and how to respond if they

see evidence of bugs such as

dirt, eggs, nests or critters. A

dedicated 0800 number ensures

they are quickly reported to MPI.

The partnership holds an annual

awareness week and publishes a

calendar and other educational

material featuring the top 12

unwanted pests, such as the

brown marmorated stink bug.

In mid-2024, Maritime NZ’s

Health and Safety at Work Act

designation was extended from

on board ships to all landside

operations of New Zealand’s 13

ports. Having a primary regulator

gives clarity for the multiple

organisations and workers

operating in port environments.

We also expect increased use of

AI across all operations.

We are seeing good early results

with AI in safety applications.

A trial to mitigate people versus

plant risk at the container terminal

truck exchanges is under way,

and we are in discussions with

potential technology providers

regarding similar solutions for

refrigerated containers, onboard

and quayside operations.

The Port is also utilising technology

to enhance security, including

remote surveillance systems.

Capital – Our skills and knowledge

The Port is investing

in leadership

development, on-

the-job training and

specialist support, for

both compliance as

well as individual and

team growth.

49Integrated Annual Report 202548Port of Tauranga Limited


Bigger ships

on the horizon

Port of Tauranga’s Stella Passage development plans

and capital dredging are part of a long-term strategy

to accommodate larger ships.

Case study

P

ort of Tauranga is currently the

only New Zealand port able to

accommodate the largest vessels

on the Oceania network, up to

11,000 TEUs.

We expect even larger vessels to

cascade into the network as newly-

built ships are introduced into the

Northern Hemisphere trade routes

and older ones are scrapped. More

than 90% of the new ships on order

are 8,000 TEU or larger.

In response to the larger ships trend,

in the next few months Port of

Tauranga will commence dredging of

the shipping channel to its consented

depth of 16 metres inside the harbour

(from the current 14.5 metres) and

17.4 metres outside the harbour (from

the current 15.8 metres). This will

complete the capital dredging project

commenced in 2015 (read more on

page 64).

Port of Tauranga’s ability to

accommodate larger container

vessels ensures shippers can access

the lowest carbon route to market.

By far the largest proportion of

carbon emissions in New Zealand’s

supply chain relates to the ‘blue

water’ or ocean-going component

of the cargo journey. Landside

emissions, from road and rail

transport, contribute only a small

percentage of the total carbon

emissions related to container

imports and exports.

Bigger ships are more fuel efficient


and can produce fewer carbon

emissions per container than older,

smaller vessels.

Larger vessels require greater use

of coastal shipping and inland ports

for cargo volume aggregation, as

well as the necessary infrastructure

to accommodate large cargo

exchanges.

Port of Tauranga plans to introduce

automated stacking cranes (ASCs)

to increase its container throughput

capacity within the current land

footprint. ASCs are a well-proven

technology already in use in many


of the world’s most efficient ports.

ASCs are fully electric gantry


cranes, mounted on rails, that are

operated remotely.

They will be introduced in phases

to match cargo growth. The first

blocks of ASCs will be installed in

conjunction with the first stage of

the Sulphur Point berth extension.

Port of Tauranga’s

ability to

accommodate

larger container

vessels ensures

shippers can access

the lowest carbon

route to market.

Capital – Our skills and knowledge

51Integrated Annual Report 202550Port of Tauranga Limited

Protecting our
natural environment

Capital – Our environment

VisionMaterial issues addressed

by our strategies

We will protect and enhance our

natural environment. We will invest in

technology and embed sustainable

practices throughout our business.

• Carbon footprint

• Climate-related business risk

• Environmental stewardship

• Social licence

• Collaboration and partnerships

Port of Tauranga protects air and water quality through dust

control, stormwater management and spill prevention.

On the course to a lower carbon future, we are choosing

energy efficient equipment where possible, minimising waste

where we can, and have a plan to reduce greenhouse gas

emissions over time.

In the following pages, we describe our efforts to promote biodiversity

in and around the port, and to investigate airborne dust sources in the community.

We also outline plans to trial New Zealand’s first electric straddle carrier.

Our environment

53Integrated Annual Report 202552Port of Tauranga Limited

Performance
100%

stormwater quality

standards compliance

38%

reduction in annual

dust concentrations

at nearby Totara Street/Waimarie Street

monitor between 2017 and 2024

20%

increase in Scope

1 and 2 greenhouse

gas emissions.

Associated risks

• Social licence to operate

• Legal and regulatory

• Climate change impacts

or natural disasters

• Key infrastructure resilience

Constant management of potential

environmental impacts is infused

in our daily operations, including

vessel traffic, cargo handling and

infrastructure development. We also

navigate climate change impacts

such as extreme weather events that

threaten our operational continuity

and infrastructure integrity.

Capital – Our environment

5554Port of Tauranga LimitedIntegrated Annual Report 2025

Year-long study
identifies dust

sources

In response to community

concerns about black dust and

airborne particulate in Mount

Maunganui, Port of Tauranga has

undertaken a 14-month study

to better understand sources of

airborne fine dust (known as PM

10

).

The study, undertaken by Earth

Sciences New Zealand, took air

samples from two sites: at Ranch

Road near Omanu Beach, and at

the Mount Maunganui library on

Maunganui Road.

At Ranch Road, the average

PM

10

concentration was 18.7

micrograms per cubic metre. Most

particles came from sea salt spray

(51%) and secondary sulphate (19%)

caused by both natural processes

and human activity. Other sources

included biomass combustion

(wood burner smoke - 11%), road

and vehicle-related sources (11%)

and cement-related dust (3%).

At the Mount Maunganui library,

PM

10

was lower at 16.4 micrograms

per cubic metre, with sea salt

spray making up a similar 49%

Port partnerships

promote biodiversity

An innovative new feature on

Tauranga city centre’s waterfront

is attracting marine life inhabitants

as well as scientific attention.

The Tauranga City Council

“living sea wall” project, part-

funded by Port of Tauranga, is

helping to foster a healthy marine

environment and enhance coastal

protection, while providing an

accessible interactive experience

for families.

The living sea wall has 100

concrete pods, weighing up to 1.2

tonnes each, nestled among 8,000

tonnes of rocks. The artificial

rock pools are specially designed

to attract tidal algae and animal

life. Stepped viewing ledges and

shallow zones ensure people of all

ages can explore the rocky pools.

The installation was designed by

the Sydney Institute of Marine

Science and is being monitored by

marine scientists from Toi Ohomai

Institute of Technology and the

University of Waikato.

Meanwhile, a University of Waikato

PhD student has been monitoring

the life cycle of pēpi koura, baby

crayfish, in the harbour via a

network of habitats in and around

the port wharves.

And the Port’s sand pile (material

dredged during maintenance of

shipping channels) has proven to

be a popular habitat for threatened

bird species such as New Zealand

dotterels, variable oystercatchers

and bar-tailed godwits.

The dredged sand is used to

replenish local beaches such as

Pilot Bay but is left undisturbed

for the majority of the year when

the birds are in residence. The

area is adjacent to the container

terminal operations and will be

protected under the Stella Passage

development proposal.

Plan change triggers

new rules for bulk

cargo handling

New air quality rules have resulted

in a change to the permissions for

handling bulk cargoes at the Mount

Maunganui wharves.

The rules imposed by the

Environment Court, following the

Bay of Plenty Regional Council's

Plan Change 13 to the Regional

Natural Resources Plan, require

a resource consent for previously

permitted bulk cargo handling.

of particles, biomass combustion

7% and cement-related dust 6%.

This site, closer to the port and

on a main road, also picked up a

measurable influence from shipping

emissions (4%), a smaller influence

of secondary sulphates (8%), and

a larger influence from roads and

vehicles (20%), including exhaust

emissions, road dust and port-

related bulk cargo handling.

A second study, undertaken by Tonkin

+ Taylor, showed significant reductions

in dust downwind of the port since

2019. Measurement of total dust

and PM

10

showed decreases ranging

from 14% to 44% when the wind

was blowing from port operations

towards the monitors. The study

also demonstrated the effectiveness

of wind fences. The Port currently

has a network of 2.4 kilometres

of these fences in place to reduce

dust movement.

Further air quality monitoring

is under way to build our

understanding of dust sources,

alongside our regular PM

10


monitoring network.

A resource consent has already

been issued for the handling of

gypsum, which is imported for use

in the new Winstone Wallboards

factory in Tauriko.

Targeted dust reduction efforts have

seen dust concentrations downwind

of port activities reduce significantly

since 2019.

These efforts and future initiatives

will allow cargo volumes to grow

at the same time as dust is reduced.

Sea salt

spray (marine

aerosols)

49%

Sea salt

spray (marine

aerosols)

51%

Cement

3%

Cement /

construction

3%

Motor

vehicles

20%

Motor

vehicles

11%

Secondary

sulphate

8%

Secondary

sulphate

19%

Ship

emissions

4%

Biomass

combustion

7%

Biomass

combustion

11%

Remaining

mass

9%

Remaining

mass

5%

Library site

Average PM

10

= 16.4 μg m

-3

Ranch Road site

Average PM

10

= 18.7μg m

-3

Capital – Our environment

Tauranga's living

sea wall

57Integrated Annual Report 202556Port of Tauranga Limited

New Zealand’s biggest
port to trial first all-electric

straddle carrier

Port of Tauranga will trial the country’s first ever

all-electric container straddle carrier at New Zealand’s

busiest port with the support of EECA.

Case study

T

he trial, co-funded by the

Government’s Low Emission

Transport Fund administered

by EECA (Energy Efficiency and

Conservation Authority), will see

the Port purchase a Kalmar electric

straddle and install charging

infrastructure in a project costing

more than $3.5 million. EECA will

contribute $447,000 to the project to

accelerate its implementation.

The trial will enable the Port to

test emerging technology in the

high-demand environment of New

Zealand’s international hub port.

Diesel use in straddles is currently

the Port’s largest source of carbon

emissions, contributing around 50%

of its Scope 1 emissions.

Port of Tauranga currently operates

a fleet of 53 straddle carriers,

around a third of the New Zealand

port fleet. It has purchased seven

hybrid straddle carriers since a pilot

in 2020, and they have proven to

be around 25% more fuel efficient

than the Port’s older diesel electric

models. However, electric straddle

technology has never been tested in

a New Zealand port context.

The trial will evaluate operational

impacts, charging times,

driver amenability and training

requirements, reliability, safety and

maintenance requirements. Findings

will be shared with other New

Zealand ports that have straddle

carrier fleets.

The Port hopes the trial will provide

confidence in operational efficacy,

emissions reduction and technology

reliability.

If successful, it could lead to the

rollout of electric straddles in the

Port’s purchase and retirement

programme and a significant

reduction in the Port's Scope 1

emissions.

The trial of the electric straddle

carrier and associated charging

infrastructure will go live in late 2027.

EECA’s investment has come

through round 15 of its Low Emission

Transport Fund

4

.

The Port hopes the

trial will provide

confidence in

operational efficacy,

emissions reduction

and technology

reliability.

4

https://www.eeca.govt.nz/co-funding-and-

support/products/let-ports/

Capital – Our environment

An electric straddle operating

at Antwerp Gateway port in Belgium

59Integrated Annual Report 202558Port of Tauranga Limited

Driving national
prosperity

VisionMaterial issues addressed

by our strategies

New Zealanders will value the port

as an asset that drives our nation’s

prosperity by providing the most

efficient access to global trade.

• Future-focused infrastructure

and services

• Customer engagement

• Carbon footprint

• Digitisation and technology

As New Zealand’s international hub port, Port of Tauranga

has a responsibility to ensure it has the capacity to

accommodate the largest vessels to visit New Zealand

and to cater for future cargo growth.

In the following pages, we outline our capital dredging programme,

share our plans to buy a new tug boat capable of handling bigger ships, and give

a detailed update on the Stella Passage development that will greatly increase

cargo throughput capability.

Our assets and infrastructure

Capital – Our assets and infrastructure

61Integrated Annual Report 202560Port of Tauranga Limited

Performance
Electric straddle and

hybrid tug being ordered.

Associated risks

• Climate change impacts or

natural disaster

• Key infrastructure resilience

Our continuous

capital investment and

maintenance of cranes,

wharves and other assets

ensures competitiveness

and minimal operational

disruption. The threat

of physical damage

from extreme weather,

accidents or cyber attack

is managed, as we strive to

maintain modern facilities

with the capacity required

by our customers.

Capital – Our assets and infrastructure

Ship visits

0

300

600

900

1,200

1,500

202520242023

Total TEUs (’000)

0

300

600

900

1,200

1,500

202520242023

Total assets ($ billion)

0

1.0

2.0

3.0

4.0

202520242023

6362Port of Tauranga LimitedIntegrated Annual Report 2025

Port to complete
capital dredging

Work will start in late 2025 to deepen

and widen shipping channels in Te

Awanui Tauranga Harbour through

capital dredging.

Port of Tauranga completed the

first stage of the capital dredging

to deepen and widen the shipping

channels in 2016. This allowed deeper

draught vessels to safely navigate the

shipping channel.

The Port only dredged the amount

required to meet shipping demands

at the time, to minimise the amount

of dredging. However, this restricts

some vessels to transit at high tide only.

The largest container vessels currently

visiting Tauranga are 347 metres

long, 42.92 metres wide, and have

a draught (depth below water) of

14.5 metres. These large vessels can

only sail at high tide as the existing

shipping channel is only 14.5 metres

below chart datum (essentially the

lowest astronomical tide) inside the

harbour. Vessels have to wait up to 12

hours if they miss their tidal window,

which is not efficient and adds to the

number of vessels waiting at anchor.

Completion of stage 2 will alleviate

some of the congestion at the

container terminal, by deepening the

main shipping channel to 16.0 metres

below chart datum inside the harbour

and 17.4 metres outside the harbour.

The Port will also create a turning

basin off the northern end of

Sulphur Point.

While stage 2 of the capital dredging

is being completed, Port of Tauranga

intends to apply for a resource

consent to deepen an area of

approximately 0.3 hectares of

the existing channel to enhance

navigational safety. The Port also

wishes to renew its maintenance

dredging resource consent to ensure

the channels remain navigable.

The dredging resource consents

are separate to the Stella Passage

development application, currently

being considered under Fast-track

Approvals Act, but will be applied

for under the same process. The

Stella Passage project involves a

relatively small amount of dredging

next to proposed new berths.

Further details can be found on

the Port’s website

5

.

5

https://www.port-tauranga.co.nz/

environment/dredging/

Port's new tug to

be hybrid vessel

A new, 32-metre hybrid tug

will enable Port of Tauranga

to handle bigger ships, reduce

emissions and improve safety.

The advanced rotortug is on

order and expected to be

delivered next year.

The new tug will give the Port

improved towing capabilities

and emergency response

capability, especially outside

the harbour entrance. It will

replace the Port’s oldest tug,

the 22-metre Sir Robert and

complement its two ten-year-

old, 24-metre twin tugs, Tai Pari

and Tai Timu, which have both

recently undergone significant

refurbishment.

Wharf infrastructure will be

upgraded to accommodate

charging equipment and the

larger vessel.

New crane

commissioned

A new container crane took its

place in the Port of Tauranga


lineup in early 2025.

The ship-to-shore gantry crane,

which is 105 metres tall with the

boom up, arrived in parts from the

Liebherr factory in Ireland and was

assembled on site before being

trolleyed out to the wharf at the

Tauranga Container Terminal.

Pursuit of pavement

solutions

Port of Tauranga is trialling

innovative new pavement

solutions at the country’s

busiest container terminal.

High traffic volumes and

extreme weather have taken

their toll on asphalt surfaces

at the terminal in recent years,

prompting the Port’s property

team to seek out non-traditional

pavement products.

Potholes and ruts have the

potential to cause straddle

drivers muscular injuries.

Low maintenance roller compacted

concrete is currently undergoing

testing in part of the terminal. It

has the compressive strength of

conventional concrete, but can

be laid more like asphalt – quickly

and with less complexity. While not

as polished as standard concrete

and not as smooth as asphalt, it

is strong, durable and has good

traction. Roller compacted concrete

doesn’t need steel reinforcement,

formwork or hand finishing.

It’s hoped that its resistance to

rutting, fatigue, potholes and

thermal cracking will help improve

safety and productivity at the

container terminal.

Completion of

stage 2 will alleviate

some of the

congestion at the

container terminal by

deepening the main

shipping channel.

It replaces our two oldest cranes,

which were dismantled after 30

years' service and around 1.8 million

lifts each.

The new crane is expected to make

three million lifts over the next 25

years or more.

The Port’s next crane purchases will

be made in conjunction with the

planned extension to the container

quay as part of the Stella Passage

development.

Capital – Our assets and infrastructure

New crane being

unloaded at Tauranga

6564Port of Tauranga LimitedIntegrated Annual Report 2025

Stella Passage
development update

Port of Tauranga has lodged an application under the Fast-track

Approvals Act 2024 for its proposed development of Stella Passage.

T

he project involves extending

the Sulphur Point container

berth by 385 metres (in two stages)

and the Mount Maunganui wharves

by 315 metres, by converting existing

cargo storage land within the port’s

current footprint. The project also

involves associated reclamation of land

behind the new wharves and dredging.

The project is of regional and national

significance. It will allow the Port

to maximise the efficient use of

existing infrastructure by increasing

berth capacity and is vital to meeting

the future needs of New Zealand

importers and exporters.

The current berth capacity constraints

mean that the Port is turning away

new services and having to deny

berth window changes.

The development has been included

in regional policies and plans for

Te Awanui Tauranga Harbour since

2003. Preparation of a resource

consent application began in 2018.

The Port unsuccessfully applied

for consent under the Covid-19

Recovery (Fast-track Consenting)

Act 2020. Government Ministers

instead recommended the

application be referred directly to

the Environment Court.

In May 2021, Port of Tauranga made

a resource consent application to the

Bay of Plenty Regional Council and

an Environment Court hearing was

held in February and March 2023.

In response to tangata whenua

concerns raised during the hearing, the

Port reduced the scale of the project,

in particular the size of the southern

Mount Maunganui reclamation, wharf

extensions and dredging.

The Environment Court released an

interim decision in December 2023

indicating consent would be granted

for the first stage of the Sulphur

Point extension, subject to further

work and consultation with tangata

whenua over a nine-month period.

The Court issued a second interim

decision in December 2024, granting

consent subject to conditions being

agreed with Bay of Plenty Regional

Council. The decision noted that,

from a Western science perspective,

the physical effects of the proposal

are expected to be minor in the

short-term and negligible in the

long-term.

However, that decision was

appealed by three parties.

Given the urgency of the project,

Port of Tauranga applied to put the

Court process on hold and pursue

an application under the new

Fast-track Approvals Act, which is

administered by the Environmental

Protection Authority.

Several hapū requested a judicial

review of the authority's decision to

accept the application. Following a

hearing in August 2025, the High Court

put the application process on hold.

Although the Port was clear in its

description of the Stella Passage

development in its application to be

included in the fast-track legislation,

a drafting error resulted in the words

"Mount Maunganui wharves" being

omitted from the final project listing.

Port of Tauranga is urging the

Government to act quickly and

rectify the wording in the legislation.

The New Zealand Institute of

Economic Research has estimated

New Zealand will miss out on $485

to $749 million of annual GDP by

2032 without the development.

The project is of

regional and national

significance.

Case study

Capital – Our assets and infrastructure

67Integrated Annual Report 202566Port of Tauranga Limited

Our finances
Capital – Our finances

Delivering

long-term value

VisionMaterial issues addressed

by our strategies

We will deliver long-term value

for investors through leading

environmental and ethical

performance, business resilience

and sound financial management.

• Sustainable financial performance

• Collaboration and partnerships

• Community focus

• Sector leadership

• Social licence

Port of Tauranga is setting the course for prosperity, providing

sustainable shareholder returns and economic benefits for

the whole of New Zealand. The financial benefits of the Port’s

success are shared with residents through the Bay of Plenty

Regional Council’s ownership of Port shares.

In the following pages, we describe how our people participate in port ownership,

how we are positioning the Port’s finances for the future, and how one type of

port visitor – cruise ships – is bringing wider benefits to the Bay.

69Integrated Annual Report 202568Port of Tauranga Limited

Group Net Profit After Tax
(NZD$M)

$0

$30m

$60m

$90m

$120m

$150m

$180m

202520242023

Group revenue

(NZD$M)

$0

$100m

$200m

$300m

$400m

$500m

202520242023

Subsidiary and associate

earnings (NZD$M)

0

5c

10c

15c

20c

y2025Y2024Y2023

Dividends per share

(c)

Earnings per share

(c)

0

5c

10c

15c

20c

25c

30c

202520242023

$0

$5m

$10m

$15m

$20m

y2025Y2024Y2023

Capital – Our finances

Performance

Associated risks

• Climate change impacts or

natural disasters

• Key supplier and customer

relationships

• Financial mismanagement or

loss of investor support

• Commercial and business risk

We take a holistic, integrated

view of financial capital, where

climate change resilience,

sustainability, strategy and

structural integrity are intrinsic

components of capital

planning and reporting. We

understand that the economic

effects of the Port stretch far

beyond its gates.

71Integrated Annual Report 202570Port of Tauranga Limited

Quayside considers
selldown of Port shares

Port of Tauranga’s major

shareholder, Quayside Holdings,


is considering a managed sell down

of its shareholding to help diversify

its portfolio.

Quayside, the investment arm of

the Bay of Plenty Regional Council,

currently holds 54.14% of Port shares

listed on the NZ Stock Exchange.

The council has approved

Quayside’s proposal to reduce this

over time to a minimum of 28%.

No timeframe or process has been

determined, although a number

of New Zealand and international

investors have expressed an interest

in purchasing shares.

Over the past ten years, Port

of Tauranga has paid Quayside

more than $770 million in

dividends.

Quayside in turn provides the

council with around 25% of its

income, and the council uses its

dividends to subsidise rates bills

by several hundred dollars per

household per year.

Staff support share

ownership scheme

More than 87% of eligible

employees took up the

company’s latest offer to buy

discount shares in Port of

Tauranga Limited.

The Port of Tauranga Employee

Share Ownership Purchase

Scheme offers up to $5,000

worth of shares at a 10% discount,

payable by cash or an interest-

free loan over three years.

The 2025 share offer is the latest

in a long history of purchase

schemes designed to incentivise

employees to take long-term

ownership of the Port.

Capital – Our finances

Setting up

future finances

Port of Tauranga has refinanced

and added to its standby debt

facilities in preparation for major

capital expenditure over the next

few years.

Port of Tauranga now has

committed term debt facilities

of $605 million, providing

ample headroom for its capital

expenditure plans in the 2026

financial year.

The budget includes completion

of the Port’s capital dredging to

prepare for bigger ships, as well

as the proposed Stella Passage

development currently being

considered under the Fast-track

Approvals Act.

Pricing reset as

costs rise

Some of Port of Tauranga’s tariff

structure has been redesigned

to recover increased costs and

incentivise smooth cargo flows.

In the latest pricing review, Port

of Tauranga has increased gate

fees at MetroPort, increased

the infrastructure levy ahead

of greater capital investment,

and increased charges for

containerised cargo requiring

additional interventions.

The changes also reflect the

Port’s need to achieve a better

return on invested capital.

Over the past

ten years,

Port of Tauranga

has paid Quayside

more than $770

million in dividends.

73Integrated Annual Report 202572Port of Tauranga Limited

Cruise ships bring visitors
to the Bay of Plenty

Port of Tauranga hosted 94 cruise ship visits

during the 2024/2025 summer, down 13.8%

from 109 the previous season.

Case study

V

essel numbers are set to drop

again in the 2025/2026 season

due to increased costs, regulatory

uncertainty, global competition and

logistical challenges due to overseas

conflict.

Tauranga calls are forecast to drop

10.6% to 84 visits.

However, Bay of Plenty tourism

businesses hope that the trend to

larger vessels means total passenger

and crew numbers will be relatively

stable. The average length of

scheduled ships is almost 260

metres, with the largest – the 348

metre Anthem of the Seas – due to

visit five times. The 345 metre luxury

ship

Queen Mary 2 is scheduled to

visit Tauranga in late February for the

first time in eight years.

Port of Tauranga works with Tourism

Bay of Plenty to provide visitor

services at the port gate. The tourism

promotion organisation has a pop-

up information centre, volunteer

information guides and local tour

operators on hand to assist guests.

A recent study by the New Zealand

Cruise Association estimated that the

economic output of cruise tourism

on the Bay of Plenty in the 2023/2024

season was $111.8 million.

Tauranga was the second most visited

North Island port after Auckland.

The cruise season runs from October

to April each year, with departing cruise

ships proving a popular sight for locals,

who often picnic at Pilot Bay for the

summer evening departures.

A recent study by

the New Zealand Cruise

Association estimated

that the economic

output of cruise

tourism on the Bay


of Plenty in the

2023/2024 season


was $111.8 million.

Capital – Our finances

75Integrated Annual Report 202574Port of Tauranga Limited

Our Board of Directors
A M 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 is a Director for Tilt Renewables

Pty and previously has 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 a 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.

D W Leeder

Doug Leeder is Chair of Bay of Plenty Regional Council. He is

a dairy farmer and has considerable experience in governance

and management. Doug has held positions of governance

in Federated Farmers, was a Director and Chair of Bay Milk

Products, Subsidiary East Bay Energy Trust, NZ Dairy Group

and Dairy Insight, and Director of the East Bay Health Board,

and DEXCEL. Doug joined the Board in October 2015.

F S Whineray

BE (Honours) Chemicals 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 AgriZeroNZ,

Quayside, and Waste Management NZ.

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.

J B Stevens

LLB, FCILT (Fellow Chartered Institute

of Logistics and Transport)

Independent Director

Brodie Stevens is an experienced executive and company

director with a background in New Zealand’s transport and

logistics sectors. A trained lawyer and Fellow of the Chartered

Institute of Logistics and Transport, Brodie has held senior

leadership roles, including Country Manager for Swire Shipping

NZ (retiring in 2022) and divisional leadership positions at

Freightways and Owens Group. Currently, Brodie serves as an

independent director of PrimePort Timaru, NZ Post, Eastland

Port, and Chair of the Maritime Superannuation Scheme. He is

also actively involved in governance roles for the Whanganui

Collegiate School and the NZ Maritime Museum Foundation.

Brodie joined the Board 1 August 2022.

D J Bracewell

Independent Director

Dean Bracewell has deep transport and logistics industry

experience. He was a former Managing Director for

Freightways, one of New Zealand’s largest transport and

logistics companies for more than 18 years before embarking

on a governance career in 2018. He has previously served

on the Boards of Tainui Group Holdings and the NZ Initiative

and its predecessor, the New Zealand Business Roundtable.

Currently Dean is Chair of Property for Industry, and

a Director of Air New Zealand, the Halberg Trust, and

Northport Group. He joined the Board in December 2021.

S A Campbell

Executive MBA (1ST Class Honours), MInsD

Scott Campbell is the Managing Director of Strategicly Consulting

(formerly Campbell Squared). He is an experienced senior leader

having held executive roles in transport and infrastructure with

council and government agencies.

Scott is an award-winning strategic advisor, communicator and

former broadcaster (with 3News), who specialises in reputation,

leaderships, issues and crisis management, political, media, and iwi

relations. With experience in the public and private sectors, Scott

works with clients across New Zealand and Australia and is regularly

called on for his strategic advice and facilitation expertise.

Scott has whakapapa to Ngaiterangi, Ngati Pukenga and Te Arawa.

Scott was appointed 1 October 2024 as a Future Director for a one-

year term, which has been extended for six months to March 2026.

Sir Robert A 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, the investment arm of Bay of

Plenty Regional Council and majority shareholder of the Port

at the time. 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 (formerly Ngati Porou

Holding Company) (including Nati Properties) and Sanford.


He is also a Director of China Construction, Bank (New

Zealand), Clime Asset Management, Point 76, Point Guard,

Point Seventy, Singita Holdings, Singita Investments, VCFA


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 returned as an independent director and is Chair


of the Audit Committee.

J C Hoare

BCom, FCA, CFInstD

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 PwC.

Julia is Chair of Auckland International Airport, Northport and

Northport Group, and a Director of Meridian Energy, Port of

Tauranga Trustee Company, and PrimePort Timaru. She is also a

Member of the Chapter Zero New Zealand Steering Committee.

Leadership

7776Port of Tauranga LimitedIntegrated Annual Report 2025

Senior management team
Leonard Sampson

Chief Executive

Leonard took over as Chief Executive in July 2021 following

the retirement of Mark Cairns.

He was Port of Tauranga’s Commercial Manager from 2013

to 2019, when he was appointed Chief Operating Officer.

Leonard joined the company from KiwiRail, where he was

General Manager – Sales. He also held senior roles at Carter

Holt Harvey and Mainfreight.

Pat Kirk

GM Health and Safety

Pat joined the company in 2013 and the senior management

team in 2020, reflecting the importance of health and safety

to our ongoing success.

He has three decades of extensive strategic and applied industry

health and safety experience across a wide range of sectors.

Pat is Chair of the Port Industry Association and a representative

on the Port Industry Leadership group and various national

health and safety organisations. Pat has a first class honours

Degree in Masters of Business Studies.

Blair Hamill

GM Commercial

Blair oversees port operations, customer services and

new business opportunities.

He joined the company in July 2020 after 20 years at Zespri

International, the world’s largest kiwifruit marketer. Blair held

a variety of senior roles at Zespri, including Global Commercial

Manager and Chief Global Supply Officer.

Blair is a former chartered accountant.

Rochelle Lockley

GM Communications

Rochelle joined the Port of Tauranga senior management

team in September 2020.

Rochelle, a former journalist, held senior communications

roles in tourism and telecommunications in New Zealand

and overseas before establishing a communications

consultancy in 2005.

Simon Kebbell

Chief Financial Officer and Company Secretary

Simon was appointed Chief Financial Officer of Port of

Tauranga in 2020. He has been with the company since

2003 and was previously IT/Finance Manager. He is a

Chartered Accountant and has a First Class Honours

Degree in a Bachelor of Management Studies.

Prior to joining Port of Tauranga, Simon was Manager

– Internal Audit for PricewaterhouseCoopers in Singapore.

He also held positions at Ernst & Young in Singapore

and Auckland.

Dan Kneebone

GM Property and Infrastructure

Dan has overall responsibility for the property, environmental

and engineering interests of the Port.

He joined the Port of Tauranga senior management team

in January 2013. He was previously GM Property and

Development for Bunnings Limited and held senior roles at

Trans Tasman Properties Limited and Fletcher Property Limited.

Melanie Dyer

GM Corporate Services

Melanie joined Port of Tauranga’s senior management team

in August 2020 from Trustpower Limited, where she was

General Manager, People and Culture.

Prior to joining Trustpower in 2014, Melanie spent 11 years

at Hydro Tasmania.

Melanie has a Master’s Degree in Organisational

Development and Leadership Studies.

Leadership

7978Port of Tauranga LimitedIntegrated Annual Report 2025

Directors’ Responsibility Statement . . . . . . . . . . . . . . . . . . . . . . . . .81
Independent Auditor's Report . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .82

Consolidated Income Statement . . . . . . . . . . . . . . . . . . . . . . . . . . . .85

Consolidated Statement of Other

Comprehensive Income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .


86

Consolidated Statement of Changes in Equity . . . . . . . . . . . . . . . .87

Consolidated Statement of Financial Position . . . . . . . . . . . . . . . .88

Consolidated Statement of Cash Flows . . . . . . . . . . . . . . . . . . . . . .89

Reconciliation of Profit for the Period

to Cash Flows From Operating Activities . . . . . . . . . . . . . . . . . . . . .


90

Notes to the Consolidated Financial Statements . . . . . . . . . . . . .91

Corporate Governance Statement . . . . . . . . . . . . . . . . . . . . . . . . . .124

Financial and operational five year summary . . . . . . . . . . . . . . . . .142

Company directory . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .144

Consolidated

Financial Statements

The Directors are responsible for ensuring that the financial

statements give a true and fair view of Port of Tauranga

Limited (the Group) as at 30 June 2025.

The Directors consider that the financial statements of the

Group have been prepared using appropriate accounting

policies, consistently applied and supported by reasonable

judgements and estimates, and that all relevant financial

reporting and accounting standards have been followed.

The Directors are pleased to present the financial statements

of the Group for the year ended 30 June 2025.

The financial statements were authorised for issue for and

on behalf of the Directors on 28 August 2025.

..........................................................

Chair

..........................................................

Director

Directors’

Responsibility

Statement

For the year ended 30 June 2025

Port of Tauranga Limited and Subsidiaries

For the year ended 30 June 2025

for the year ended 30 June 2025 Port of Tauranga Limited and Subsidiaries

80Port of Tauranga Limited

CONSOLIDATED FINANCIAL STATEMENTS

8180Integrated Annual Report 2025

The Auditor-General is the auditor of Port of Tauranga Limited and its subsidiaries (the ‘Group’). The Auditor-General has appointed me,
Glenn Keaney, using the staff and resources of KPMG, to carry out the audit of the consolidated financial statements of the Group on

his behalf.

Opinion

We have audited the consolidated financial statements of the Group on pages 85 to 123 that comprise the consolidated statement of

financial position as at 30 June 2025, the consolidated income statement, the consolidated statement of other comprehensive income,

consolidated statement of changes in equity and consolidated statement of cash flows for the year then ended, and the notes to the

consolidated financial statements, including a summary of significant accounting policies.

In our opinion, the consolidated financial statements present fairly, in all material respects, the consolidated financial position of the

Group as at 30 June 2025, and its consolidated financial performance and its consolidated cash flows for the year then ended in

accordance with New Zealand equivalents to International Financial Reporting Standards and International Financial Reporting Standards.

Basis for our opinion

We conducted our audit in accordance with the Auditor-General’s Auditing Standards, which incorporate the Professional and Ethical

Standards and the International Standards on Auditing (New Zealand) issued by the New Zealand Auditing and Assurance Standards

Board. Our responsibilities under those standards are further described in the Auditor’s responsibilities for the audit of the consolidated

financial statements section of our report. We are independent of the Group in accordance with the Auditor-General’s Auditing

Standards, which incorporate Professional and Ethical Standard 1: International Code of Ethics for Assurance Practitioners (including

International Independence Standards) (New Zealand) (PES 1) issued by the New Zealand Auditing and Assurance Standards Board, and

we have fulfilled our other ethical responsibilities in accordance with these requirements.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

In addition to the audit we have carried out engagements in the area of agreed upon procedures over the long-term incentive plan and

climate related assurance, which are compatible with those independence requirements. Other than the audit and these engagements,

we have no relationship with, or interests in, Port of Tauranga Limited or any of its subsidiaries.

Key audit matters

Key audit matters are those matters, that, in our professional judgement, were of most significance in our audit of the consolidated

financial statements in the current period. We summarise below those matters and our key audit procedures to address those matters

in order that the shareholders as a body may better understand the process by which we arrived at our audit opinion. Our procedures

were undertaken in the context of and solely for the purpose of our statutory audit opinion on the consolidated financial statements as

a whole and we do not express discrete opinions on separate elements of the financial statements.

The key audit matterHow the matter was addressed in our audit

Fair value of property, plant and equipment (PP&E)

Refer note 10 of the financial statements.

The Group has property, plant and equipment (‘PP&E’) of

$2,505 million.

The Group has a policy of valuing land, buildings, wharves,

hardstanding and harbour improvements (‘Revalued PP&E’)

at fair value. Full independent valuations are obtained at least

every three years (by an independent valuer) over these asset

classes.

If during the three-year revaluation cycle there are indicators

that the fair value of a particular asset class may differ

materially from its carrying value, an interim revaluation of that

asset class is undertaken.

In the current year, the fair value of land and buildings was

revalued by independent valuers.

The revalued PP&E is considered a key audit matter due to the

judgement involved in the assessment of the fair value and

the material value of PP&E on the balance sheet.

Our procedures focused on the appropriateness of the Group’s

assessment as to whether the carrying values of Revalued PP&E

materially represent their fair values, and if a revaluation of a

class of asset was required, that the revalued assets have been

accurately reflected in the financial statements.

For land and buildings we have:

– Assessed the competence and objectivity of the valuer used

by the Group;

– Assessed the methodology applied by the valuer and assessed

whether the valuation approach was in accordance with

professional valuation standards and suitable for determining

the fair value of the identified assets;

– Compared the asset holdings in the fixed asset register

to those valued to ensure all relevant property was included

in the valuation;

– Compared the key assumptions within each assessment to

market evidence;

– Assessed the reasonableness of valuation movements between

financial years with consideration to broader sector/local

market evidence (where available); and

The key audit matterHow the matter was addressed in our audit

Value of property, plant and equipment (continued)

– Assessed whether the increase in valuation was correctly

accounted for within the Revaluation Reserve and Statement of

Comprehensive Income.

For wharves and hardstanding’s and harbour improvements we have:

– Assessed the competence and objectivity of the valuer used by

the Group to perform the assessment of indicators of change

in fair value;

– Compared the methodologies used for the assessment to the

valuation methodologies used in the most recent valuation; and

– Assessed whether the key assumptions (unit costs and on-costs

inflation/escalation) and the relevant data (price indices and

depreciation) used by the Group were appropriate with regard

to observable data points.

As a result of the above procedures, we are satisfied the carrying

value of property, plant and equipment is reasonable and

supportable. We are also satisfied with the adequacy of disclosures.

Acquisition of Northport Group Limited

Refer to note 15 of the financial statements.

On 26 June 2025, the Group sold its 50% share of Northport

Limited (Northport) to Marsden Maritime Holdings Limited

(MMH), in exchange for a 50% interest in the newly incorporated

Northport Group Limited (NGL), which is classified as a joint

venture.

The investment in Northport was previously accounted for

using the equity method. As of the date of disposal, the carrying

amount of the investment in Northport was $102.7 million and

the fair value of the shares received in NGL was determined to

be $151.9 million.

The Group has recorded a gain on disposal of Northport of

$49.2 million.

The acquisition of NGL is considered to be a key audit matter

due to the complexity in the application of the accounting

standards to the disposal of Northport and the assessment of

control of NGL.

Our audit procedures included:

– We obtained and reviewed management’s assessment of

the accounting treatment of the transaction. This included

the disposal of the 50% interest in Northport Limited and the

assessment of control for the 50% interest acquired in NGL;

– We reviewed governing documents for NGL to assess

elements of control in accordance with the applicable

accounting framework;

– We engaged internal accounting specialists to review

and challenge the accounting treatment in respect of the

derecognition on disposal and recognition on acquisition;

– Assessed the determination of the fair value of the shares in

NGL against market evidence, primarily being the executed

purchase of Marsden Maritime Holdings Limited (MMH) shares

from minority shareholders; and

– We agreed the fair value of shares acquired in NGL and

recalculated the gain recognised on the sale of Northport Limited.

As a result of the above procedures, we are satisfied the

accounting treatment of the disposal of Northport and the

assessment of control of NGL is appropriate. We are also satisfied

with the accuracy of the disclosures.

Other information

The Directors are responsible on behalf of the Group for the other information. The other information comprises the information

included on pages 1 to 81 and pages 124 to 145 of the Integrated Annual Report but does not include the consolidated financial

statements and our auditor’s report thereon.

Our opinion on the consolidated financial statements does not cover the other information and we do not express any form of audit

opinion or assurance conclusion thereon.

In connection with our audit of the consolidated financial statements, our responsibility is to read the other information, and, in doing

so, consider whether the other information is materially inconsistent with the consolidated financial statements or our knowledge

obtained in the audit or otherwise appears to be materially misstated. If, based on the work we have performed, we conclude that there

is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard.

Independent

Auditor’s Report

To the Shareholders of Port of Tauranga Limited

8382Port of Tauranga LimitedIntegrated Annual Report 2025

INDEPENDENT AUDITOR'S REPORT

for the year ended 30 June 2025

Directors’ responsibilities for the consolidated financial statements
The Directors are responsible on behalf of the Group for the preparation and fair presentation of the consolidated financial statements

in accordance with New Zealand equivalents to International Financial Reporting Standards and International Financial Reporting

Standards, and for such internal control as the Directors determine is necessary to enable the preparation of consolidated financial

statements that are free from material misstatement, whether due to fraud or error.

In preparing the consolidated financial statements, the Directors are responsible on behalf of the Group for assessing the Group’s

ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of

accounting unless the Directors either intend to liquidate the Group or to cease operations, or have no realistic alternative but to do so.

The Directors’ responsibilities arise from the Financial Markets Conduct Act 2013.

Auditor’s responsibilities for the audit of the consolidated financial statements

Our objectives are to obtain reasonable assurance about whether the consolidated financial statements as a whole are free from

material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion.

Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with the Auditor-

General’s Auditing Standards will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and

are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of

shareholders taken on the basis of these consolidated financial statements.

As part of an audit in accordance with the Auditor-General’s Auditing Standards, we exercise professional judgement and maintain

professional scepticism throughout the audit. We also:

• Identify and assess the risks of material misstatement of the consolidated financial statements, whether due to fraud or error, design

and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a

basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from

error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.

• Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the

circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Group’s internal control.

• Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures

made by management.

• Conclude on the appropriateness of the use of the going concern basis of accounting by the directors and, based on the audit

evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the

Group’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention

in our auditor’s report to the related disclosures in the consolidated financial statements or, if such disclosures are inadequate, to

modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor’s report. However,

future events or conditions may cause the Group to cease to continue as a going concern.

• Evaluate the overall presentation, structure and content of the consolidated financial statements, including the disclosures, and

whether the consolidated financial statements represent the underlying transactions and events in a manner that achieves fair

presentation.

• Obtain sufficient appropriate audit evidence regarding the financial information of the entities or business activities within the Group

to express an opinion on the consolidated financial statements. We are responsible for the direction, supervision and performance

of the group audit. We remain solely responsible for our audit opinion.

We communicate with the Directors regarding, among other matters, the planned scope and timing of the audit and significant audit

findings, including any significant deficiencies in internal control that we identify during our audit.

We also provide the Directors with a statement that we have complied with relevant ethical requirements regarding independence,

and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and

where applicable, related safeguards.

From the matters communicated with the Directors, we determine those matters that were of most significance in the audit of the

consolidated financial statements of the current period and are therefore the key audit matters. We describe these matters in our

auditor’s report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we

determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably

be expected to outweigh the public interest benefits of such communication.

Our responsibilities arise from the Public Audit Act 2001.

Glenn Keaney

KPMG

On behalf of the Auditor-General

Wellington, New Zealand

28 August 2025

Consolidated Income Statement

For the year ended 30 June 2025

Note

2025

NZ$000

2024

NZ$000

Total operating revenue

4

464,67541 7, 3 7 5

Contracted services for port operations(93,652)(95,668)

Employee benefit expenses

5

(64,335)(57,891)

Direct fuel and power expenses(20,164)(18,761)

Maintenance of property, plant and equipment(20,865)(16,553)

Other expenses( 3 7, 2 61 )(29,708)

Operating expenses(236,276)(218,581)

Results from operating activities228,399198,794

Depreciation and amortisation

10, 11, 12

(42,925)(43,770)

Impairment of property, plant and equipment on revaluation(2,534)0

Reversal of previous revaluation deficit of property, plant and equipment0622

Impairment of property, plant and equipment 0(28)

(45,459)(43,176)

Operating profit before finance costs, share of profit from Equity Accounted Investees and taxation182,940155,618

Finance income

7

726657

Finance expenses

7

(20,540)(23,128)

Net finance costs

7

(19,814)(22,471)

Gain on disposal of Equity Accounted Investees

15

49,2450

Share of profit from Equity Accounted Investees

14(c)

6,1894,945

Hedging reserve reclassified to profit or loss on disposal of Equity Accounted Investees(84)0

55,3504,945

Profit before income tax218,476138,092

Income tax expense

8

(45,103)(47, 243 )

Profit for the period 173,37390,849

Basic earnings per share (cents)

18

25 .713.5

Diluted earnings per share (cents)

18

25 .513.3

These statements are to be read in conjunction with the notes on pages 91 to 123.

Independent Auditor’s Report (continued)

8584Port of Tauranga LimitedIntegrated Annual Report 2025

INDEPENDENT AUDITOR'S REPORT

for the year ended 30 June 2025for the year ended 30 June 2025 Port of Tauranga Limited and Subsidiaries

CONSOLIDATED FINANCIAL STATEMENTS

Consolidated Statement of Other Comprehensive Income
For the year ended 30 June 2025

Note

2025

NZ$000

2024

NZ$000

Profit for the period173,37390,849

Other comprehensive income

Items that may be reclassified to profit or loss:

Cash flow hedge – changes in fair value*(3,156)587

Cash flow hedge – reclassified to profit or loss*(3,045)(3,114)

Share of net change in cash flow hedge reserves of Equity Accounted Investees(332)(218)

Items that will never be reclassified to profit or loss:

Asset revaluation*25,74552,006

Share of net change in revaluation reserve of Equity Accounted Investees2,4369,340

Total other comprehensive income21,64858,601

Total comprehensive income195,021149,450

*Net of tax effect as disclosed in notes 8 and 9.

Note

Share

capital

NZ$000

Share-based

payment

reserve

NZ$000

Hedging

reserve

NZ$000

Revaluation

reserve

NZ$000

Retained

earnings

NZ$000

Total

equity

NZ$000

Balance at 30 June 202375,3605,38711,5091,932,456109,0042,133,716

Profit for the period000090,84990,849

Other comprehensive income00(2,745)61,346058,601

Total comprehensive income00(2 ,745)61,34690,849149,450

Increase/(decrease) in share capital(819)0000(819)

Dividends paid during the period

17

0000(100,689)(100,689)

Equity settled share-based payment 01,4990001,499

Shares, previously subject to call option, issued4,722(4,722)0000

Shares issued upon vesting of Management Long

Term Incentive Plan

300(510)002100

Total transactions with owners in their capacity

as owners

4,203(3,733)00(100,479)(100,009)

Balance at 30 June 202479,5631,6548,7641,993,80299,3742,183,157

Profit for the period0000173,373173,373

Other comprehensive income00(6,533)28,181021,648

Total comprehensive income00(6,533)28,181173,373195,021

Increase/(decrease) in share capital82000082

Dividends paid during the period

17

0000(106,801)(106,801)

Equity settled share-based payment 02,2280002,228

Shares, previously subject to call option, issued1,382(1,382)0000

Shares issued upon vesting of Management Long

Term Incentive Plan

4(174)001700

Disposal of Equity Accounted Investees

15

0084(72,995)72,99584

Total transactions with owners in their capacity

as owners

1,46867284(72,995)(33,636)(104,407)

Balance at 30 June 202581,0312,3262,3151,948,988239,1112,273,771

Consolidated Statement of Changes in Equity

For the year ended 30 June 2025

These statements are to be read in conjunction with the notes on pages 91 to 123.These statements are to be read in conjunction with the notes on pages 91 to 123.

for the year ended 30 June 2025 Port of Tauranga Limited and Subsidiaries

8786Port of Tauranga LimitedIntegrated Annual Report 2025

CONSOLIDATED FINANCIAL STATEMENTS

Note
2025

NZ$000

2024

NZ$000

Assets

Property, plant and equipment

10

2,504,4182,491,506

Right-of-use assets

11

50,50352,393

Intangible assets

12

21,11321,027

Investments in Equity Accounted Investees

14

278,3982 1 7, 1 2 9

Advances to Equity Accounted Investees

22

39,6890

Receivables and prepayments

16

16,2821 7, 27 2

Derivative financial instruments

20

5,69411,869

Total non-current assets 2,916,0972,811,196

Cash and cash equivalents8,97518,728

Receivables and prepayments

16

72,24866,656

Advances to Equity Accounted Investees

22

1,2761,234

Inventories2,2772,004

Taxation6170

Derivative financial instruments

20

0340

Total current assets85,39388,962

Total assets3,001,4902,900,158

Equity

17

Share capital81,03179,563

Share-based payment reserve2,3261,654

Hedging reserve2,3158,764

Revaluation reserve1,948,9881,993,802

Retained earnings239,11199, 374

Total equity2,273,7712,183,157

Liabilities

Loans and borrowings

19

192,884192,962

Lease liabilities

11

54,01755,091

Derivative financial instruments

20

4,6227, 24 4

Employee benefits

5

2,0491,635

Deferred tax liabilities

9

128,485135,292

Total non-current liabilities382,057392,224

Loans and borrowings

19

275,000270,000

Lease liabilities

11

1,0921,049

Derivative financial instruments

20

6582

Trade and other payables

21

47,6 9 540,170

Revenue received in advance260212

Employee benefits

5

5,3924,090

Income tax payable16,1589,146

Contingent consideration028

Total current liabilities345,662324,777

Total liabilities7 27, 7 1 97 1 7, 0 01

Total equity and liabilities3,001,4902,900,158

For and on behalf of the Board of Directors who authorised these financial statements for issue on 28 August 2025.

................................................. ....................................................

Chair Director

Consolidated Statement of Financial Position

As at 30 June 2025

Note

2025

NZ$000

2024

NZ$000

Cash flows from operating activities

Receipts from customers462,57641 7, 7 9 0

Interest received726621

Payments to suppliers and employees(227,387)(215,796)

Taxes paid(43,115)(44,075)

Interest paid(20,819)(22,703)

Net cash inflow from operating activities171,981135,837

Cash flows from investing activities

Proceeds from sale of property, plant and equipment1417

Dividends from Equity Accounted Investees

14

6,37512,819

Purchase of property, plant and equipment(28,135)(42,612)

Purchase of intangible assets(716)(80)

Interest capitalised on property, plant and equipment(696)(845)

Investment in Equity Accounted Investees(10,106)(2,135)

Advances to Equity Accounted Investees(39,689)0

Payment of contingent consideration(568)(521)

Total net cash used in investing activities(73,521)(33,357)

Cash flows from financing activities

Proceeds from borrowings5,27610,226

Dividends paid

17

(106,801)(100,689)

Repurchase of shares(636)(801)

Repayment of borrowings(5,000)0

Repayment of lease liabilities(1,052)(994)

Net cash used in financing activities(108,213)(92,258)

Net increase in cash held(9,753)10,222

Add opening cash brought forward18,7288,506

Ending cash and cash equivalents8,97518,728

Consolidated Statement of Cash Flows

For the year ended 30 June 2025

These statements are to be read in conjunction with the notes on pages 91 to 123.These statements are to be read in conjunction with the notes on pages 91 to 123.

for the year ended 30 June 2025 Port of Tauranga Limited and Subsidiaries

8988Port of Tauranga LimitedIntegrated Annual Report 2025

CONSOLIDATED FINANCIAL STATEMENTS

Note
2025

NZ$000

2024

NZ$000

Profit for the period173,37390,849

Items classified as investing/financing activities:

(Gain)/loss on sale of property, plant and equipment57(17)

57(17)

Add/(less) non-cash items and non-operating items:

Depreciation

10, 11

42,29742,412

Amortisation expense

12

6281,358

Impairment of property, plant and equipment 028

Increase/(decrease) in deferred taxation balances excluding transfers to reserves

9

(4,440)7, 59 6

Movement in derivative financial instruments taken to the income statement18496

Hedging reserve reclassified to profit or loss on disposal of Equity Accounted Investees840

Share of net profit after tax retained by Equity Accounted Investees

14(c)

(6,189)(4,945)

Gain on disposal of Equity Accounted Investees

15

(49,245)0

Change in the fair value of contingent consideration(15)207

Increase in equity settled share-based payment accrual2,7381,499

Impairment of property, plant and equipment on revaluation2,5340

Reversal of previous revaluation deficit on property, plant and equipment 0(622)

(11,424)47,6 2 9

Add/(less) movements in working capital:

Change in trade receivables and prepayments(3,831)1,460

Change in inventories(273)(18)

Change in income tax payable6,425(4,436)

Change in trade, other payables and revenue received in advance7,6 5 4370

9,975(2,624)

Net cash flows from operating activities171,981135,837

Reconciliation of Profit for the Period to Cash Flows

from Operating Activities

For the year ended 30 June 2025

1 Company information

Reporting entity

Port of Tauranga Limited (referred to as the Parent Company), is a port company. The Parent Company carries out business

through the provision of wharf facilities, land and buildings, for the storage and transit of import and export cargo, berthage,

cranes, tugs and pilot services for customers.

The Parent Company holds investments in other New Zealand ports and logistic companies.

The Parent Company is a company domiciled in New Zealand, and registered under the Companies Act 1993 and listed on the

New Zealand Stock Exchange (NZX). The Parent Company is a Financial Markets Conduct (FMC) reporting entity for the purposes

of the Financial Reporting Act 2013 and Financial Markets Conduct Act 2013. The financial statements comply with these Acts.

The financial statements of the Group for the year ended 30 June 2025 comprise the Parent Company and its Subsidiaries

(together referred to as the Group) and the Group’s interest in Equity Accounted Investees.

2 Basis of preparation

Statement of compliance and basis of preparation

These financial statements have been prepared in accordance with New Zealand Generally Accepted Accounting Practice

(NZ GAAP). These financial statements comply with New Zealand Equivalents to International Financial Reporting Standards

(NZ IFRS), and other applicable Financial Reporting Standards, as appropriate for Tier 1 for-profit entities. They also comply

with International Financial Reporting Standards.

The financial statements are prepared on the historical cost basis except for the following assets and liabilities which are stated

at their fair value: derivative financial instruments, land, buildings, harbour improvements, and wharves and hardstanding.

These financial statements are presented in New Zealand Dollars (NZ$), which is the Group’s functional currency. All financial

information presented in New Zealand Dollars has been rounded to the nearest thousand.

Significant accounting policies that are relevant to an understanding of the financial statements are provided throughout the

notes to the financial statements.

Accounting estimates and judgements

The preparation of financial statements requires management to make judgements, estimates and assumptions that affect the

application of accounting policies and the reported amounts of assets, liabilities, income and expenses. Actual results may differ

from these estimates.

Estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in

the period in which the estimate is revised and in any future periods affected.

In particular, information about significant areas of estimation uncertainty and critical judgements in applying accounting

policies that have a significant effect on the amount recognised in the financial statements, are detailed below:

• valuation of land, buildings, harbour improvements, and wharves and hardstanding (refer to note 10);

• valuation of derivative financial instruments (refer to note 20);

• impairment assessment of intangible assets (refer to note 12); and

• impairment assessment of investments in Equity Accounted Investees (refer to note 14).

Fair value hierarchy

Assets and liabilities measured at fair value are classified according to the following levels:

• Level 1: quoted prices (unadjusted) in active markets for identical assets or liabilities.

• Level 2: inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly

(prices) or indirectly (derived from prices).

• Level 3: inputs for the asset or liability that are not based on observable market data (unobservable inputs).

Financial instruments

Financial assets – classification and subsequent measurement

On initial recognition, a financial asset is classified as measured at: amortised cost; Fair Value Through Other Comprehensive

Income (FVOCI) – debt investment; FVOCI – equity investment; or Fair Value Through Profit and Loss (FVTPL).

Financial assets are not reclassified subsequent to their initial recognition unless the Group changes its business model for

managing financial assets, in which case all affected financial assets are reclassified on the first day of the first reporting period

following the change in the business model.

A financial asset is measured at amortised cost if it meets both of the following conditions and is not designated as at FVTPL:

• it is held within a business model whose objective is to hold assets to collect contractual cash flows; and

• its contractual terms give rise on specified dates to cash flows that are solely payments of principal and interest on the

principal amount outstanding.

A debt investment is measured at FVOCI if it meets both of the following conditions and is not designated as at FVTPL:

• it is held within a business model whose objective is achieved by both collecting contractual cash flows and selling

financial assets; and

• its contractual terms give rise on specified dates to cash flows that are solely payments of principal and interest on the

principal amount outstanding.

All financial assets not classified as measured at amortised cost or FVOCI as described above are measured at FVTPL. This includes

all derivative financial assets.

Notes to the Consolidated Financial Statements

For the year ended 30 June 2025

These statements are to be read in conjunction with the notes on pages 91 to 123.

for the year ended 30 June 2025 Port of Tauranga Limited and Subsidiaries

90Port of Tauranga Limited

CONSOLIDATED FINANCIAL STATEMENTS

91Integrated Annual Report 2025

for the year ended 30 June 2025 Port of Tauranga Limited and Subsidiaries

NOTES TO THE

CONSOLIDATED FINANCIAL STATEMENTS

Regular way purchases and sales of financial assets are recognised on trade date, being the date on which the Group commits
to purchase or sell the asset. Financial assets are derecognised when the rights to receive cash flows from the financial assets

have expired or have been transferred and the Group has transferred substantially all the risks and rewards of ownership.

Financial liabilities – classification, subsequent measurement and gains and losses

Financial liabilities are classified as measured at amortised cost or FVTPL. A financial liability is classified as at FVTPL if it is

classified as held-for-trading, it is a derivative or it is designated as such on initial recognition. Financial liabilities at FVTPL are

measured at fair value and net gains and losses, including any interest expense, are recognised in profit or loss. Other financial

liabilities are subsequently measured at amortised cost using the effective interest method. Interest expense and foreign

exchange gains and losses are recognised in profit or loss. Any gain or loss on derecognition is also recognised in profit or loss.

New and amended accounting standards adopted

IFRS 18 - Presentation and Disclosure in Financial Statements is effective for periods beginning on or after 1 January 2027 and

applies retrospectively. The new standard aims to provide greater consistency in presentation of the income and cash flow

statements, and more disaggregated information. While this will not have a material impact on the Group, it will result in significant

changes to how the Group presents the income statement and what information will need to be disclosed on management

defined performance measures.

There are no other new or amended accounting standards and interpretations that are issued but not yet adopted that are expected

to have a material impact on the Group.

3 Segmental reporting

Operating segments

The Group determines and presents operating segments based on the information that is internally provided to the Chief

Executive, who is the Group’s Chief Operating Decision Maker (CODM).

The Group operates in three primary reportable segments, being:

• Port operations: this consists of providing and managing port services, and cargo handling facilities through the Port

of Tauranga, MetroPort and Timaru Container Terminal. The Port’s terminal and bulk operations have been aggregated

together within the Port Operations segment, due to the similarities in economic characteristics, customers, nature of

products and processes, and risks.

• Property services: this consists of managing and maintaining the Port’s property assets.

• Terminal services: this consists of the contracted terminal operations, general container marshalling and ancillary services

of Quality Marshalling (Mount Maunganui) Limited (Quality Marshalling).

The three primary business segments are managed separately as they provide different services to customers and have their

own operational and marketing requirements.

The remaining activities of the Group are not allocated to individual business segments. Due to the significant shared cost base

of the Port, operating costs, measures of profitability, assets and liabilities are aggregated and are not reported to the CODM at

a segmental level, but rather at a port level, as all business decisions are made at a “whole port level”.

The Group operates in one geographical area, that being New Zealand. During the year the Group received revenue from

two external customers which individually comprised more than 10% of total revenue. Revenue from these two customers is

included in Port Operations and accounts for 27% and 13% (2024: 28% and 13%) of total revenue.

The Group segment results are as follows:

2025

Port

Operations

Group

NZ$000

Property

Services

Group

NZ$000

Terminal

Services

Group

NZ$000

Unallocated*

Group

NZ$000

Inter

Segment

Group

NZ$000

Group

NZ$000

Revenue (external)414,06647, 1 3 62,92900464,131

Inter segment revenue08121,9830(22,064)0

Total segment revenue414,06647, 2 1 724,9120(22,064)464,131

Other income and expenditure:

Share of profit from Equity Accounted Investees0006,18906,189

Gain on disposal of Equity Accounted Investees 00049,245049,245

Interest income0007260726

Other income0001,159(615)544

Interest expense000(20,540)0(20,540)

Depreciation and amortisation expense00(1,022)(41,903)0(42,925)

Other expenditure00(19,114)(242,459)22,679(238,894)

Income tax expense00(1,337)(43,766)0(45,103)

Total other income and expenditure00(21,473)(291,349)22,064(290,758)

Total segment result414,06647, 2 1 73,439(291,349)0173,373

* Operating costs are not allocated to individual business segments within the Parent Company.

2024

Port

Operations

Group

NZ$000

Property

Services

Group

NZ$000

Terminal

Services

Group

NZ$000

Unallocated*

Group

NZ$000

Inter

Segment

Group

NZ$000

Group

NZ$000

Revenue (external)371,89841,6463,19900416,743

Inter segment revenue315920,3620(20,524)0

Total segment revenue371,90141,80523,5610(20,524)416,743

Other income and expenditure:

Share of profit from Equity Accounted Investees0004,94504,945

Interest income0006570657

Other income0001,082(450)632

Interest expense000(23,128)0(23,128)

Depreciation and amortisation expense00(1,058)(42,712)0(43,770)

Other expenditure00( 1 7, 8 32 )(221,129)20,974( 2 1 7,9 87 )

Income tax expense00(1,299)(45,944)0(47, 243 )

Total other income and expenditure00(20,189)(326,229)20,524(325,894)

Total segment result371,90141,8053,372(326,229)090,849

* Operating costs are not allocated to individual business segments within the Parent Company.

2 Basis of preparation (continued)3 Segmental reporting (continued)

92Port of Tauranga Limited93Integrated Annual Report 2025

for the year ended 30 June 2025 Port of Tauranga Limited and Subsidiaries

NOTES TO THE

CONSOLIDATED FINANCIAL STATEMENTS

4 Operating revenue
2025

NZ$000

2024

NZ$000

Revenue from contracts with customers

Container terminal revenue284,756252,751

Multi cargo revenue78,05471,702

Marine services revenue54,18550,644

416,995375,097

Other revenue

Rental revenue47, 1 3 641,646

Other income544632

Total operating revenue464,67541 7, 3 7 5

PoliciesRevenue comprises the fair value of the consideration received or receivable for the sale of services in the

ordinary course of the Group’s activities. Standard credit terms are a month following invoice with any rebate

variable component calculated at the customers financial year end. Rebateable sales are eligible for sales

volume rebates. When the rebate is accrued, it is accrued as a current liability (rebate payable) based on

contracted rates and estimated volumes. For financial reporting purposes rebates are treated as a reduction

in profit or loss. Revenue is shown, net of GST, rebates and discounts. Revenue is recognised as follows:

• Container terminal revenue: relates to the handling, processing, storage and rail of containers. Contracts

are entered into with shipping lines and cargo owners. The primary performance obligations identified

include the load and discharge of containers (which include the services provided to support the

handling of containers). Container terminal revenue is recognised over time based on the number of

containers exchanged (an output method). This method is considered appropriate as it allows revenue

to be recognised based on the Group’s effort to satisfy the performance obligation. The transaction

price is determined by the contract and adjusted by variable consideration (rebates). Rebates are

based on container volume and the Group accounts for the variable consideration using the expected

value method. The expected value is the sum of probability weighted amounts in a range of possible

consideration amounts. The Group estimates container volumes based on market knowledge and

historical data.

• Multi cargo revenue: relates to the wharfage and storage of bulk goods. Contracts are entered into with

cargo owners. The stevedoring services are provided by a third party. Multi cargo revenue is recognised

over time, from the point that cargo transferred from vessel to land (or vice versa), being an output

method. The transaction price for multi cargo services is determined by the contract.

• Marine services revenue: relates directly to the visit of a vessel to the port and includes fees for pilotage,

towage and mooring. Contracts are entered into with vessel operators. The performance obligations

identified include vessel arrival, departure and berthage. Revenue is recognised over time, based on time

elapsed (berthage), being an input method. The transaction price for marine services is determined by

the contract.

• Rental revenue: from property leased under operating leases is recognised in the income statement on a

straight line basis over the term of the lease. Lease incentives provided are recognised as an integral part

of the total lease income, over the term of the lease.

• Other income: is recognised when the right to receive payment is established.

5 Employee benefits

Employee benefit expenses

2025

NZ$000

2024

NZ$000

Wages and salaries60,92354,737

ACC levy324312

KiwiSaver contribution2,4802,373

Medical subsidy608469

Total employee benefit expenses64,33557,891

Employee benefit provisions

Long

service

leave

NZ$000

Profit

sharing and

bonuses

NZ$000

Total

NZ$000

Balance at 30 June 20241,5764,1495,725

Additional provision3145,6926,006

Unused amounts reversed(103)0(103)

Utilised during the period(93)(4,094)(4,187)

Balance at 30 June 20251,6945,7477, 4 41

Total current provisions05,3925,392

Total non-current provisions1,6943552,049

Employee benefits –

long service leave

Underlying assumptions for provisions relate to the probabilities of employees reaching the required

vesting period to qualify for long service leave. Probability factors for reaching long service leave

entitlements are based on historic employee retention information.

Employee benefits –

profit sharing and bonuses

The Profit Sharing and Bonus Scheme rewards eligible employees based on a combination of Company

performance against budget and personal performance. The incentive is generally paid biannually.

6 Audit fees

Included in other expenses are fees paid to the auditors:

2025

NZ$000

2024

NZ$000

Audit and review of financial statements428393

Climate-related assurance2125

Agreed upon procedures over long term incentive vesting calculation 1312

Total audit and other services fees462430

7 Financial income and expense

2025

NZ$000

2024

NZ$000

Interest income on bank deposits538565

Interest on advances to Equity Accounted Investees14492

Ineffective portion of changes in fair value of cash flow hedges440

Finance income726657

Interest expense on borrowings (18,341)(21,157)

Less:

Interest capitalised to property, plant and equipment696845

(1 7,6 4 5)(20,312)

Interest expense on lease liabilities (refer to note 11)(2,712)(2,661)

Ineffective portion of changes in fair value of cash flow hedges(127)(66)

Change in value of fair value hedges(56)(89)

Finance expenses(20,540)(23,128)

Total net finance costs(19,814)(22,471)

5 Employee benefits (continued)

94Port of Tauranga Limited95Integrated Annual Report 2025

for the year ended 30 June 2025 Port of Tauranga Limited and Subsidiaries

NOTES TO THE

CONSOLIDATED FINANCIAL STATEMENTS

PoliciesFinance income comprises interest income on bank deposits, finance lease interest and gains on hedging
instruments that are recognised in the income statement. Interest income on financial assets carried at

amortised cost is calculated using the effective interest method. Finance lease interest is recognised over

the term of the lease using the net investment method, which reflects a constant periodic rate of return.

Finance expenses comprise interest expense on borrowings, finance lease interest expense, unwinding of

the discount of provisions and losses on hedging instruments that are recognised in the income statement.

Except for interest capitalised directly attributable to the purchase or construction of qualifying assets,

all borrowing costs are measured at amortised cost and recognised in the income statement, using the

effective interest method.

Capitalised interestThe average weighted interest rate for interest capitalised to property, plant and equipment, was 3.45% for

the current period (2024: 4.01%).

Total interest capitalised to property, plant and equipment, was $0.696 million for the current period (2024:

$0.845 million).

8 Income tax

Components of tax expense

2025

NZ$000

2024

NZ$000

Profit before income tax for the period218,476138,092

Income tax on the surplus for the period at 28.0 cents61,17338,666

Tax effect of amounts which are non-deductible/(taxable) in calculating taxable income:

Share of Equity Accounted Investees after tax income, excluding Coda Group Limited

Partnership and Ruakura Inland Port Limited Partnership

(2,427)(2,087)

Gain on disposal of Equity Accounted Investees(13,788)0

Removal of tax depreciation on buildings010,865

Other145(201)

Total income tax expense45,10347, 243

The income tax expense is represented by:

Current tax expense

Tax payable in respect of the current period49,32038,703

Adjustment for prior period145944

Total current tax expense49,46539,647

Deferred tax expense

Adjustment for prior period(181)(1,233)

Origination/reversal of temporary differences(4,181)8,829

Total deferred tax expense (refer to note 9)(4,362)7, 59 6

Total income tax expense45,10347, 243

Income tax recognised in other comprehensive income:

2025

NZ$000

2024

NZ$000

Revaluation of property, plant and equipment(33)12,290

Cash flow hedges(2,412)(982)

Total income tax recognised in other comprehensive income (refer to note 9)(2,445)11,308

PoliciesIncome tax expense comprises current and deferred tax, calculated using the rate enacted or substantively

enacted at balance date and any adjustments to tax payable in respect to prior years. Income tax expense

is recognised in the income statement except to the extent that it relates to items recognised in other

comprehensive income or equity.

Imputation creditsTotal imputation credits available for use in subsequent reporting periods are $67.125 million at 30 June 2025

(2024: $53.550 million).

9 Deferred taxation

AssetsLiabilitiesNet

2025

NZ$000

2024

NZ$000

2025

NZ$000

2024

NZ$000

2025

NZ$000

2024

NZ$000

Deferred tax (asset)/liability

Property, plant and equipment00134,4131 3 7, 459134,4131 3 7, 459

Right-of-use assets0014,14014,67014,14014,670

Intangible assets00237294237294

Derivatives009003,3129003,312

Provisions and accruals(4,953)(3,858)00(4,953)(3,858)

Lease liabilities (15,431)(15,720)00(15,431)(15,720)

Equity Accounted Investees(821)(854)00(821)(854)

Contingent consideration0(11)000(11)

Total (21,205)(20,443)149,690155,735128,485135,292

Recognised in the

Income Statement

Recognised in

Other Comprehensive Income

2025

NZ$000

2024

NZ$000

2025

NZ$000

2024

NZ$000

Deferred tax (asset)/liability

Property, plant and equipment(3,013)9,546(33)12,290

Right-of-use assets(530)65700

Intangible assets(57)(247)00

Derivatives00(2,412)(982)

Provisions and accruals(1,095)(1,576)00

Lease liabilities 289(904)00

Equity Accounted Investees33(20)00

Contingent consideration1114000

Total(4,362)7, 59 6(2,445)11,308

PoliciesDeferred tax is recognised on temporary differences that arise between the carrying amount of assets and

liabilities for financial reporting purposes and the amounts used for taxation purposes.

Deferred tax is not recognised for the initial recognition of goodwill.

Deferred tax is measured at the tax rates that are expected to be applied to the temporary differences when

they reverse.

A deferred tax asset is recognised only to the extent it is probable it will be utilised.

Deferred income tax assets and liabilities are offset when there is a legally enforceable right to offset and

when the deferred income taxes assets and liabilities relate to income taxes levied by the same taxation

authority on either the same taxable entity or different taxable entities where there is an intention to settle

the balances on a net basis.

The measurement of deferred tax reflects the tax consequences that would follow from the manner in

which the Group expects, at the reporting date, to recover or settle the carrying amount of its assets and

liabilities. For this purpose, the carrying amount of buildings classified as property, plant and equipment

carried at cost is presumed to be recovered through use.

Unrecognised tax

losses or temporary

differences

There are no material unrecognised income tax losses or temporary differences carried forward. There are

no material unrecognised temporary differences associated with the Group’s investments in Subsidiaries or

Equity Accounted Investees.

7 Financial income and expense (continued)8 Income tax (continued)

96Port of Tauranga Limited97Integrated Annual Report 2025

for the year ended 30 June 2025 Port of Tauranga Limited and Subsidiaries

NOTES TO THE

CONSOLIDATED FINANCIAL STATEMENTS

10 Property, plant and equipment
Freehold

land

NZ$000

Freehold

buildings

NZ$000

Wharves and

hardstanding

NZ$000

Harbour

improvements

NZ$000

Plant and

equipment

NZ$000

Work in

progress

NZ$000

Total

NZ$000

Gross carrying amount:

Balance at 1 July 20231,492,425142,339467,536209,825263,93928,7422,604,806

Additions05028,3002,05316,66815,52743,050

Disposals0000(14,145)0(14,145)

Revaluation2000(8,974)15,440006,666

Transfer between asset

classes

0904(904)0000

Balance at 30 June 20241,492,625143,745465,9582 27, 31 8266,46244,2692,640,377

Balance at 1 July 20241,492,625143,745465,9582 27, 31 8266,46244,2692,640,377

Additions03,3708,7882,22633,920(18,110)30,194

Disposals0000(14,710)0(14,710)

Revaluation25,828( 1 7, 1 39)00008,689

Balance at 30 June 20251,518,453129,976474,746229,544285,67226,1592,664,550

Accumulated depreciation and impairment:

Balance at 1 July 20230(4,880)(33,535)(3,088)(139,213)0(180,716)

Depreciation expense0(4,877)(19,981)(1,798)(13,899)0(40,555)

Revaluation0053,3704,8860058,256

Disposals 000014,144014,144

Transfer between asset

classes

0(75)750000

Balance at 30 June 20240(9,832)(71)0(138,968)0(148,871)

Balance at 1 July 20240(9,832)(71)0(138,968)0(148,871)

Depreciation expense0(4,855)(21,222)(1,557)(12,752)0(40,386)

Revaluation014,488000014,488

Disposals 000014,637014,637

Balance at 30 June 20250(199)(21,293)(1,557)(137,083)0(160,132)

Carrying amounts:

Total net book value

as at 30 June 2024

1,492,625133,913465,8872 27, 31 81 27, 49 444,2692,491,506

Total net book value

as at 30 June 2025

1,518,453129,777453,453227,987148,58926,1592,504,418

For each revalued class of property, plant and equipment, the notional carrying amount that would have been recognised, had

the assets been carried under the cost model, would be:

2025

Notional

carrying

amount

NZ$000

2024

Notional

carrying

amount

NZ$000

Freehold land119,203119,203

Freehold buildings7 7, 9 6 078,436

Wharves and hardstanding121,325124,704

Harbour improvements60,36461,259

Total notional carrying amount378,852383,602

PoliciesProperty, plant and equipment is initially measured at cost, which includes capitalised interest, and

subsequently stated at either fair value or cost, less depreciation and any impairment losses.

Subsequent expenditure that increases the economic benefits derived from the asset is capitalised.

Land, buildings, harbour improvements, and wharves and hardstanding are measured at fair value, based

upon periodic valuations by external independent valuers. The Group undertakes an annual revaluation of

land and a three yearly revaluation cycle is applied to all other asset classes to ensure the carrying value of

these assets does not differ materially from their fair value. If during the three-year revaluation cycle there are

indicators that the fair value of a particular asset class may differ materially from its carrying value, an interim

revaluation of that asset class is undertaken.

Depreciation of property, plant and equipment, other than freehold land and capital dredging (included within

harbour improvements), is calculated on a straight line basis and expensed over their estimated useful lives.

Major useful lives are:

Freehold buildings 33 to 72 years

Maintenance dredging 3 years

Wharves 50 to 70 years

Basecourse50 years

Asphalt15 years

Gantry cranes10 to 40 years

Floating plant10 to 25 years

Other plant and equipment5 to 25 years

Electronic equipment3 to 5 years

Capital and maintenance dredging are held as harbour improvements. Capital dredging has an indefinite

useful life and is not depreciated as the channel is maintained via maintenance dredging to its original depth

and contours. Maintenance dredging is depreciated over three years.

Work in progress relates to self-constructed assets or assets that are being acquired which are under

construction at balance date. Once the asset is fit for intended service, it is transferred to the appropriate

asset class and depreciation commences. Software developed undertaken as part of a project is transferred

to intangibles on completion.

An item of property, plant and equipment is derecognised when it is sold or otherwise disposed of, or when

its use is expected to bring no future economic benefit. Upon disposal or derecognition, any revaluation

reserve relating to the particular asset being disposed or derecognised is transferred to retained earnings.

SecurityCertain items of property, plant and equipment have been pledged as security against certain loans and

borrowings of the Group (refer to note 19).

Occupation

of foreshore

The Parent Company holds consent to occupy areas of the Coastal Marine Area to enable the management

and operation of port related commercial undertakings that it acquired under the Port Companies Act 1988.

The consented area includes a 10-metre radius around navigation aids and a strip from 30 to 60 metres wide

along the extent of the wharf areas at both Sulphur Point and Mount Maunganui. This consent has no value

on the balance sheet.

Capital commitmentsThe estimated capital expenditure for property, plant and equipment contracted for at balance date but not

provided for is $5.359 million (2024: $9.209 million).

JudgementsFair values

This fair value measurement has been categorised as a Level 3 fair value based on the inputs for the assets which

are not based on observable market data (unobservable inputs), (refer to note 2 for fair value measurement

hierarchy).

Judgement is required to determine whether the fair value of land, buildings, wharves and hardstanding, and

harbour improvements assets have changed materially since the last revaluation. The determination of fair value

at the time of the revaluation requires estimates and assumptions based on market conditions at that time.

Changes to estimates, assumptions or market conditions subsequent to a revaluation will result in changes to

the fair value of property, plant and equipment.

Remaining useful lives and residual values are estimated based on Management’s judgement, previous

experience and guidance from registered valuers. Changes in those estimates affect the carrying value and the

depreciation expense in the income statement.

At the end of each reporting period, the Group makes an assessment on whether the carrying amounts differ

materially from the fair value and whether a revaluation is required (except land, which is revalued annually).

The assessment considers movements in the capital goods price indices and other market indicators since

the previous valuations.

As at 30 June 2025, the Group revalued land and buildings, in line with policy. For the remaining asset

classes, the Group has assessed that there has been no material change in the fair value of each asset class

since the last revaluation.

Land valuation

The valuation of land assets was carried out by Colliers International New Zealand Limited. The valuation

increased the carrying amount of land by $25.828 million.

Land assets are valued using the direct sales comparison approach which analyses direct sales of comparable

properties on the basis of the sale price per square metre which are then adjusted to reflect stronger and weaker

fundamentals relative to the subject properties.

10 Property, plant and equipment (continued)

98Port of Tauranga Limited99Integrated Annual Report 2025

for the year ended 30 June 2025 Port of Tauranga Limited and Subsidiaries

NOTES TO THE

CONSOLIDATED FINANCIAL STATEMENTS

Judgements
(continued)

The significant assumptions applied in the valuation of these assets are:

20252024

Asset

valuation

method

Key valuation

assumptionsHectares

Range of

significant

assumptions

$

Weighted

average

$

Range of

significant

assumptions

$

Weighted

average

$

Direct sales

comparison

Tauranga (Sulphur Point)

/Mount Maunganui –

wharf and industrial land

per square metre

182.2480-1 ,695778470-1,650766

Auckland land – land

adjacent to MetroPort

Auckland per square

metre

6.81,1131,1131,0531,053

Rolleston land –

MetroPort Christchurch

per square metre

15.0180180160160

• Waterfront access premium: a premium of approximately 25% has been applied to the main wharf land

areas reflecting the locational benefits this land asset gains from direct waterfront access.

• No restriction of title: valuation is made on the assumption that having no legal title to the Tauranga

harbour foreshore will not detrimentally influence the value of land assets.

• Highest and best use of land: subject to relevant local authority’s zoning regulations.

• Tauranga and Mount Maunganui: the majority of land is zoned “Port Industry” under the Tauranga City

Plan and a small portion of land at both Sulphur Point and Mount Maunganui has “Industry” zoning.

• Auckland: the land is zoned “Heavy Industry Zone” under the Auckland Unitary Plan.

• Rolleston: the land is zoned “Business 2A” under the Selwyn District Plan.

Building valuations

The valuation of buildings was carried out by Colliers International New Zealand Limited. The valuation

resulted in a decrease to the carrying value of buildings by $2.651 million.

The majority of assets are valued on a combined land and building basis using a Capitalised Income Model

with either contract income or market income. A small number of specialised assets, such as gatehouses and

toilet blocks, are valued on a Depreciated Replacement Cost basis due to their specialised nature and the lack

of existing market.

The Capitalised Income Model uses either the contracted rental income or an assessed market rental income

of a property and then capitalises the valuation of the property using an appropriate yield. Contracted rental

income is used when the contracted income is receivable for a reasonable term from secured tenants. Market

income is used when the current contract rent varies from the assessed market rent due to over or under

renting, vacant space and a number of other factors.

The value of land is deducted from the overall property valuation to give rise to a building valuation.

The significant assumptions applied in the valuation of these building assets are:

20252024

Asset

valuation

method

Key valuation

assumptions

Range of

significant

assumptions

%

Weighted

average

%

Range of

significant

assumptions

%

Weighted

average

%

Capitalised

income model

Market capitalisation rate2 .63-6 .504 .501.75-9.503.71

Wharves and hardstanding, and harbour improvements

The last valuation of wharves and hardstanding, and harbour improvements was carried out on 30 June

2024 by WSP New Zealand Limited.

Wharves, hardstanding and harbour improvements assets are classified as specialised assets and have

accordingly been valued on a Depreciated Replacement Cost basis.

The significant assumptions applied in the Depreciated Replacement Cost estimate of these assets are:

• Replacement unit costs of construction rates – cost rates are calculated taking into account:

• The Parent Company’s historic cost data, including any recent competitively tendered construction works.

• Publicly available price indices from Statistics New Zealand and Waka Kotahi NZ Transport Agency.

• The WSP New Zealand Limited construction cost database.

• QV Cost Builder construction cost database.

• An allowance is included for costs directly attributable to bringing assets into working condition,

management costs and the financing cost of capital held over construction period.

Judgements

(continued)

• Depreciation – the calculated remaining lives of assets are reviewed, taking into account:

• Observed and reported condition, performance and utilisation of the asset.

• Expected changes in technology.

• Consideration of current use, age and operational demand.

• Discussions with the Parent Company’s operational officers.

• WSP New Zealand Limited Consultants’ in-house experience from other infrastructure valuations.

• Residual values.

The significant assumptions applied in the valuation of these wharves and hardstanding, and harbour

improvements assets are:

20252024

Asset

valuation

method

Key valuation

assumptions

Range of

significant

assumptions

$

Weighted

average

$

Range of

significant

assumptions

$

Weighted

average

$

Depreciated

replacement

cost basis

Wharf construction replacement

unit cost rates per lineal metre –

high performance wharves

191,135-

391,434

273,358191,135-

391,434

273,358

Earthworks construction

replacement unit cost rates per

square metre

9-1099-109

Basecourse construction

replacement unit cost rates per

square metre

35-1175635-11756

Asphalt construction

replacement unit cost rates per

square metre

47-1008547-10085

Capital dredging replacement

unit cost rates per cubic metre

5-91*5-91*

Depreciation methodStraight line

basis

Not

applicable

Straight line

basis

Not

applicable

Channel assets (capital dredging)

useful life

IndefiniteNot

applicable

IndefiniteNot

applicable

Pavement remaining useful lives

(years)

2-39142-3914

Wharves remaining useful lives

(years)

0-59170-5917

* Weighted average unit cost rates are not presented due to the complexity in measuring the types and

locations of removed quantities.

Sensitivities to changes in key valuation assumptions for land, buildings, wharves and hardstanding,

and harbour improvements

The following table shows the impact on the fair value due to a change in significant unobservable input:

Impact of change

in assumption

NZ$000

Unobservable inputs within the direct sales comparison approach for land and the

income capitalisation approach for buildings

Rate per square metre10% decrease/increase-151,845 / +151,845

Market rent10% decrease/increase-53,300 / +48,500

Market capitalisation

rate

0.5% decrease/increase+53,400 / -44,200

Unobservable inputs within depreciated replacement cost analysis for buildings,

wharves and hardstanding, and harbour improvements

Unit costs of

construction

The greatest uncertainty is the level of the unit rates.

We have used a 90% confidence interval in these unit

rates to be between -11% to 10%.

-75,200 / +71,600

10 Property, plant and equipment (continued)10 Property, plant and equipment (continued)

100Port of Tauranga Limited101Integrated Annual Report 2025

for the year ended 30 June 2025 Port of Tauranga Limited and Subsidiaries

NOTES TO THE

CONSOLIDATED FINANCIAL STATEMENTS

11 Leases
The Group as the lessee has various non-cancellable leases predominantly for the lease of land and buildings. The leases have

varying term and renewal rights.

Information about leases for which the Group is a lessee is presented below:

2025

NZ$000

2024

NZ$000

Right-of-use assets

Opening balance52,39350,045

Depreciation(1,911)(1,885)

Additions to right-of-use assets00

Adjustments to existing right-of-use assets214,233

Closing balance50,50352,393

Lease liabilities

Opening balance56,14052,912

Additions00

Adjustments to existing lease liabilities214,222

Interest2,7122,661

Repayments(3,764)(3,655)

Closing balance55,10956,140

Adjustments to existing right-of-use assets and lease liabilities relate to increases in lease payments following rent reviews

completed during the period.

2025

NZ$000

2024

NZ$000

Lease liabilities maturity analysis

Between zero to one year1,0921,049

Between one to five years4,8524,632

More than five years49,16550,459

Total lease liabilities55,10956,140

Future minimum lease receivables from non-cancellable operating leases where the Group is the lessor are:

2025

NZ$000

2024

NZ$000

Within one year30,72623,662

One to two years25,84018,798

Two to three years16,72616,304

Three to four years9,27913,195

Four to five years6,4047,953

More than five years1 7, 3 0 620,233

Total106,281100,145

Included in the financial statements are land and buildings, leased to customers under operating leases.

2025

Valuation

NZ$000

2025

Accumulated

depreciation

NZ$000

2024

Valuation

NZ$000

2024

Accumulated

depreciation

NZ$000

Land804,3560783,2800

Buildings92,9640104,297(6,231)

Total8 97, 32 008 87, 5 7 7(6,231)

Leases are classified as operating leases whenever the terms of the lease do not substantially transfer all the risks and rewards of

ownership to the lessee.

PoliciesWhere the Group is the Lessor, assets leased under operating leases are included in various categories of

property, plant and equipment, as applicable.

Payments and receivables made under operating leases are recognised in the income statement on a straight

line basis over the term of the lease.

Lease incentives are recognised as an integral part of the total lease expense/revenue, over the term of the lease.

Where the Group is a lessee, a right-of-use asset and a lease liability are recognised at the lease

commencement date.

The right-of-use asset is initially measured at a cost, which comprises the initial amount of the lease liability

adjusted for any lease payments made at or before the commencement date, plus any initial indirect costs.

The right-of-use asset is subsequently depreciated using the straight-line method over the life of the lease term.

The lease liability is initially measured at the present value of the lease payments that are not paid at the

commencement date, discounted using the Group’s incremental borrowing rate. The lease liability is

subsequently measured at amortised cost using the effective interest rate method. It is remeasured when

there is a change in future lease payments or if the Group changes its assessment of whether it will exercise

a right of renewal.

When the lease liability is remeasured, a corresponding adjustment is made to the carrying amount of the

right-of-use asset.

12 Intangible assets

Goodwill

NZ$000

Computer

software

NZ$000

Consents and

contracts

NZ$000

Total

NZ$000

Cost:

Balance at 1 July 202318,4206,1564,01428,590

Additions080080

Balance at 30 June 202418,4206,2364,01428,670

Balance at 1 July 202418,4206,2364,01428,670

Additions07140714

Disposals00(2,667)(2,667)

Balance at 30 June 202518,4206,9501 ,34726,717

Accumulated amortisation:

Balance at 1 July 20230(4,232)(2,053)(6,285)

Amortisation expense0(600)(758)(1,358)

Balance at 30 June 20240(4,832)(2,811)(7,643)

Balance at 1 July 20240(4,832)(2,811)(7,643)

Amortisation expense0(519)(109)(628)

Disposals002,6672,667

Balance at 30 June 20250(5,351)(253)(5,604)

Carrying amounts:

Total net book value 30 June 202418,4201,4041,20321,027

Total net book value 30 June 202518,4201,5991,09421,113

11 Leases (continued)

102Port of Tauranga Limited103Integrated Annual Report 2025

for the year ended 30 June 2025 Port of Tauranga Limited and Subsidiaries

NOTES TO THE

CONSOLIDATED FINANCIAL STATEMENTS

PoliciesGoodwill that arises upon the acquisition of Subsidiaries is included in intangible assets. The Group measures
goodwill as the fair value of consideration transferred, less the fair value of the net identifiable assets and

liabilities assumed at acquisition date.

Goodwill is measured at cost less accumulated impairment losses.

Other intangible assets acquired by the Group, which have finite useful lives, are measured at cost less

accumulated amortisation and accumulated impairment losses.

The estimated useful lives for the current and comparative periods are:

Consents and contracts 4 to 35 years

Computer software 1 to 10 years

The carrying amounts of the Group’s intangibles other than goodwill are reviewed at each reporting date to

determine whether there is any objective evidence of impairment.

Goodwill is tested for impairment annually, based upon the value-in-use of the cash generating unit to which

the goodwill relates. The cash flow projections include specific estimates for five years and a terminal growth

rate thereafter.

JudgementsGoodwill relates to goodwill arising on the acquisition of Quality Marshalling (Mount Maunganui) Limited and

Timaru Container Terminal Limited.

Goodwill was tested for impairment at 30 June 2025 and confirmed that no adjustment was required.

For impairment testing of goodwill, the calculation of value-in-use was based upon the following key

assumptions:

• Cash flows were projected using management forecasts over the five-year period. Average EBITDA

growth for this period is:

• Quality Marshalling (Mount Maunganui) Limited: 7% (2024: 6%).

• Timaru Container Terminal Limited: 11% (2024: 10%).

• Terminal cash flows were estimated using a constant growth rate of 2% after year five.

• A pre-tax discount rate of 12% was used.

13 Investments in Subsidiaries

Investments in Subsidiaries comprises:

Name of entityPlace of businessPrincipal activity

2025

%

2024

%

Balance

date

Port of Tauranga Trustee

Company Limited

New ZealandHolding company for employee

share scheme

100 .00100.0030 June

Quality Marshalling

(Mount Maunganui) Limited

New ZealandMarshalling and terminal

operations services

100 .00100.0030 June

Timaru Container

Terminal Limited

New ZealandSea port100 .00100.0030 June

PoliciesSubsidiaries are entities controlled by the Parent Company. Control exists when the Parent Company is

exposed, or has rights, to variable returns from its involvement with the investee and has the ability to

affect those returns through its power over the investee. In assessing control, potential voting rights that

presently are exercisable, are taken into account. The financial statements of Subsidiaries are included in the

consolidated financial statements from the date that control commences until the date that control ceases.

Intra-group balances, and any unrealised income and expenses arising from intra-group transactions, are

eliminated in preparing the consolidated financial statements.

14 Investments in Equity Accounted Investees

(a) Investments in Equity Accounted Investees comprise

Name of entityPrincipal activity

2025

%

2024

%

Balance

date

Coda Group Limited PartnershipFreight logistics and warehousing50 .0050.0030 June

Northport LimitedSea port050.0030 June

Northport Group LimitedSea port50 .00030 June

PortConnect LimitedOnline cargo management50 .0050.0030 June

PrimePort Timaru LimitedSea port50 .0050.0030 June

Ruakura Inland Port LPInland port50 .0050.0030 June

(b) Carrying value of investments in Equity Accounted Investees

2025

NZ$000

2024

NZ$000

Balance as at 1 July 2 1 7, 1 2 921 3,746

Group’s share of net profit after tax 6,1894,945

Group’s share of hedging reserve(332)(218)

Group’s share of revaluation reserve2,4369,340

Group’s share of total comprehensive income8,29314,067

Investment in Equity Accounted Investees162,0112,135

Disposal of Equity Accounted Investees(102,660)0

Dividends received (6,375)(12,819)

Balance as at 30 June 278,3982 1 7, 1 2 9

12 Intangible assets (continued)

104Port of Tauranga Limited105Integrated Annual Report 2025

for the year ended 30 June 2025 Port of Tauranga Limited and Subsidiaries

NOTES TO THE

CONSOLIDATED FINANCIAL STATEMENTS

(c) Summarised financial information of Equity Accounted Investees
The following table summarises the financial information of Equity Accounted Investees, Northport Group Limited,

Northport Limited, PrimePort Timaru Limited, Coda Group Limited Partnership, Ruakura Inland Port Limited Partnership

and PortConnect Limited, adjusted for fair value adjustments at acquisition and differences in accounting policies to align

with Group accounting policies.

2025

Northport

Group

Limited

NZ$000

Northport

Limited

NZ$000

Coda

Group

Limited

Partnership

NZ$000

PrimePort

Timaru

Limited

NZ$000

Ruakura

Inland Port

Limited

Partnership

NZ$000

PortConnect

Limited

NZ$000

Total

NZ$000

Cash and cash equivalents851010,0132339682,41014,475

Total current assets6,922027, 49 06,3971,9032,99945,711

Total non-current assets491,549041,988184,67471,1542,137791,502

Total assets498,471069,478191,07173,0575,13683 7, 2 1 3

Current financial liabilities excluding trade

and other payables and provisions

(35,967)0( 7, 2 51 )00(2,797)(46,015)

Total current liabilities(41,017)0(22,551)(5,431)(1,186)(3,862)(74,047)

Non-current financial liabilities excluding trade

and other payables and provisions

(121,600)0( 27,6 87 )(56,500)00(205,787)

Total non-current liabilities(153,644)0(27,687)( 57, 591 )00(238,922)

Total liabilities(194,661)0(50,238)(63,022)(1,186)(3,862)(312,969)

Net assets303,810019,240128,04971,8711 , 274524,244

Group’s share of net assets 151,90509,62064,02535,936637262,123

Goodwill acquired on acquisition of Equity

Accounted Investees, less impairment losses

0014,55700014,557

Acquisition costs1,718000001,718

Carrying amount of Equity Accounted

Investees

153,623024,17764,02535,936637278,398

Revenues043,198176,69832,5917, 5 313,656263,674

Depreciation and amortisation0(4,478)(10,650)(5,394)(1,734)(295)(22,551)

Interest expense0(2,582)(2,654)(3,2610(134)(8,631)

Net profit before tax019,451(5,302)4,44634242819,365

Tax expense0(5,341)0(1,518)0(128)(6,987)

Net profit after tax014,110(5,302)2,92834230012,378

Other comprehensive income04,0660142004,208

Total comprehensive income018,176(5,302)3,07034230016,586

Group’s share of net profit after tax07,0 5 5(2,651)1,4641711506,189

Group’s share of total comprehensive

income

09,088(2,651)1,5351711508,293

Group’s share of dividends/distributions05,6250750006,375

2024

Northport

Limited

NZ$000

Coda

Group

Limited

Partnership

NZ$000

PrimePort

Timaru

Limited

NZ$000

Ruakura

Inland Port

Limited

Partnership

NZ$000

PortConnect

Limited

NZ$000

Total

NZ$000

Cash and cash equivalents59413,115884

922,534

17,219

Total current assets4,44532,4235,889

4762,958

46,191

Total non-current assets279,31852,626194,134

55,1821,649

582,910

Total assets283,76385,049200,023

55,6584,607

629,101

Current financial liabilities excluding trade and

other payables and provisions

000

02,829

2,829

Total current liabilities(3,962)(30,693)(4,287)

(905)(3,634)

(43,481)

00

Non-current financial liabilities excluding trade

and other payables and provisions

(47, 7 1 5)(29,812)(59,000)(136,527)

Total non-current liabilities(81,409)(29,812)(69,256)00(180,478)

Total liabilities(85,371)(60,505)(73,543)(905)(3,634)(223,959)

Net assets198,39224,544126,48054,753973405,142

Group’s share of net assets 99,19712,27263,24027, 3 76487202,572

Goodwill acquired on acquisition of Equity

Accounted Investees, less impairment losses

014,55700014,557

Carrying amount of Equity Accounted Investees99,19726,82963,24027, 3 764872 1 7, 1 2 9

Revenues40,725249,55429,7713,2803,436326,766

Depreciation and amortisation(5,574)(11,360)(3,650)(1,433)(291)(22,308)

Interest expense(2,945)(2,026)(3,505)0(71)(8,547)

Net profit before tax19,122(3,926)2,331(1,090)76217,199

Tax expense(5,668)0(1,429)0(214)( 7, 31 1 )

Net profit after tax13,454(3,926)902(1,090)5489,888

Other comprehensive income15,172023,070018,244

Total comprehensive income28,626(3,926)9041,98054828,132

Group’s share of net profit after tax6,727(1,963)451(544)2744,945

Group’s share of total comprehensive income 14,313(1,963)45299127414,067

Group’s share of dividends/distributions7,0615,0007580012,819

PoliciesThe Parent Company’s interests in Equity Accounted Investees comprise interests in Joint Ventures.

A Joint Venture is an arrangement in which the Parent Company has joint control, whereby the Parent Company

has rights to the net assets of the arrangement, rather than rights to its assets and obligations for its liabilities.

Equity Accounted Investees are accounted for using the equity method.

In respect of Equity Accounted Investees, the carrying amount of goodwill is included in the carrying

amount of the investment and not tested for impairment separately.

Tax treatment

of limited

partnerships

Coda Group Limited Partnership and Ruakura Inland Port Limited Partnership are treated as partnerships

for tax purposes and are not taxed at the partnership level. Fifty percent of the income and expense flow

through the limited partnership to the Parent Company who is then taxed.

Judgements It has been determined that the Parent Company has joint control over its investees, due to the

existence of contractual agreements which require the unanimous consent of the parties sharing control

over relevant business activities.

The investment in Coda Group Limited Partnership (Coda) was tested for impairment at 30 June 2025, based

upon the higher of fair value and value-in-use. Fair value represents an amount obtainable in an arm’s length

transaction, less cost of disposal.

An external specialist was engaged in the prior year to perform an independent valuation of Coda.

14 Investments in Equity Accounted Investees (continued)14 Investments in Equity Accounted Investees (continued)

106Port of Tauranga Limited107Integrated Annual Report 2025

for the year ended 30 June 2025 Port of Tauranga Limited and Subsidiaries

NOTES TO THE

CONSOLIDATED FINANCIAL STATEMENTS

Judgements
(continued)

For the current year’s impairment testing at 30 June 2025, management has relied on that prior year’s

independent valuation report, having undertaken a detailed review of the key assumptions to ensure they

remained valid. The fair value has been calculated by applying an EV/EBITDA multiple of 8x to a maintainable

EBITDA of $4.1 million and adding the fair value of surplus assets the business intends to sell. The multiple was

determined with reference to listed and transaction multiples of comparable entities, while the maintainable

EBITDA was based on management forecasts with adjustments applied by the external specialist. Following

the review, management concluded that the assumptions used in the prior year valuation continued to be

appropriate, and based on the calculated fair value, no impairment has been recorded at 30 June 2025.

Coda has one key customer with circa 90% of its revenue coming from this customer. The fair value calculation

assumes that this customer relationship will continue on substantially the same terms. If the relationship is not

continued then it is likely the fair value of Coda will be materially less and the carrying value will be impaired.

15 Acquisition of Northport Group Limited

On 26 June 2025, the Parent Company sold its 50% share of Northport Limited (Northport) to Marsden Maritime Holdings

Limited (MMH), (the other 50% shareholder), in exchange for a 50% interest in the newly incorporated Northport Group Limited

(NGL) with no cash consideration involved.

NGL is owned 50% by the Parent Company, 43% by Northland Regional Council and 7% by Tupu Tonu (Ngāpuhi Investment

Fund Limited). MMH is now a 100% owned subsidiary of NGL, after NGL bought out the minority shareholders.

This transaction allows for the ability to better align the strategic interests of Northport with MMH’s land-based assets to improve

future growth and development prospects, while significantly simplifying the ownership structure through delisting MMH’s shares.

The investment in Northport was previously accounted for using the equity method under NZ IAS 28 Investments in Associates

and Joint Ventures (NZ IAS 28) as disclosed within note 14. As of the date of disposal, the carrying amount of the investment

in Northport was $102.660 million, of which $72.911 million related to other comprehensive income associated primarily with

revaluations of property, plant and equipment by Northport.

The investment in NGL is recognised at fair value as of 26 June 2025. The initial recognition involved measuring the fair value

of the shares received, determined to be $151.905 million. Directly attributable costs relevant to the acquisition amounted to

$1.718 million and were included as part of the initial cost of investment.

The fair value of Northport Group Limited was primarily determined using a discounted cash flow model, supported by cross-

checks against comparable company trading multiples and precedent transaction multiples. This valuation involved significant

judgement and was undertaken by an independent expert.

There is a conflict between the requirements of NZ IFRS 10 Consolidated Financial Statements (NZ IFRS 10) and NZ IAS 28 in

accounting for transactions involving exchange of interests in jointly controlled entities. This acknowledged conflict gives rise

to an accounting policy choice: the Parent Company can choose to recognise a partial gain under the NZ IAS 28 approach or

a full gain under the NZ IFRS 10 approach. The International Accounting Standards Board (IASB) has published amendments

to resolve the conflict and to clarify that a full gain or loss is recognised on the contribution of a business, and a partial gain

or loss on the contribution of assets. The amendments are available but not yet mandatory. Given the Parent Company has

contributed a business it has decided to adopt a policy using the NZ IFRS 10 approach, in line with the published amendments.

Given the policy election noted above, this transaction’s effect on the consolidated financial statements include:

• Gain on disposal: A full gain of $49.245 million was recognised in profit or loss, calculated as the difference between

the carrying amount of the disposed interest and the fair value of the new interest acquired.

• Impact on the Consolidated Statement of Changes in Equity: The Parent Company’s share of Northport’s revaluation

reserve, $72.995 million, previously recognised in other comprehensive income, was transferred directly to retained

earnings upon disposal.

• Impact on the Consolidated Statement of Financial Position: The carrying amount of the investment in Northport was

derecognised, and the new $153.623 million investment in NGL is now included under non-current assets with further

disclosures provided in note 14.

16 Receivables and prepayments

2025

NZ$000

2024

NZ$000

Non-current

Prepayments and sundry receivables16,2821 7, 27 2

Total non-current 16,2821 7, 27 2

Current

Trade receivables65,63863,878

Provision for expected credit losses – trade receivables (refer to note 20(b)(ii))(30)(30)

Trade receivables from Equity Accounted Investees and related parties395757

66,00364,605

Prepayments and sundry receivables6,2452,051

Total current72,24866,656

Total88,53083,928

The ageing of trade receivables at reporting date was:

2025

NZ$000

2024

NZ$000

Not past due51,28349,596

Past due 0-30 days12,94013,169

Past due 30-60 days1,088820

Past due 60-90 days390698

More than 90 days332322

Total of ageing of trade receivables66,03364,605

PolicesReceivables and prepayments are initially recognised at transaction price. They are subsequently

measured at amortised cost and adjusted for impairment losses.

Receivables with a short duration are not discounted.

Fair valuesThe nominal value less impairment provision of trade receivables are assumed to approximate their fair

values due to their short term nature.

JudgementsA provision for expected credit losses is established when the assessment under NZ IFRS 9 deems a

provision is required (refer to note 20(b)(ii)).

PrepaymentsPrepayments is predominantly made up of consideration paid to KiwiRail Limited in 2020 for the

extension of the rail agreement at MetroPort. The current balance of this prepayment is $17.272 million

(2024: $18.424 million). The payment is amortised over 20 years.

17 Equity

Share capital

20252024

Number of ordinary shares issued

Balance as at 1 July680,236,269680,336,394

Shares issued during year26,17253,390

Shares repurchased by the Group during the year(10,583)(153,515)

Balance as at 30 June680,251,858680,236,269

Dividends

The following dividends were declared and paid during the period:

2025

NZ$000

2024

NZ$000

Final 2024 dividend paid 8.7 cents per share (2023: 8.8 cps)59,18359,875

Interim 2025 dividend paid 7.0 cents per share (2024: 6.0 cps)47,61 840,814

Total dividends106,801100,689

PoliciesCapital Management

The Parent Company’s policy is to maintain a strong capital base, which the Group defines as total

shareholders’ equity, so as to maintain investor, creditor and market confidence, and to sustain the future

business development of the Group.

The Group has established policies in capital management, including the specific requirements that

interest cover is to be maintained at a minimum of three times and that the debt/(debt + equity) ratio

is to be maintained at a 40% maximum. It is also Group policy that the ordinary dividend payout is

maintained between a level of between 70% and 100% of underlying net profit after tax for the period.

The Group has complied with all capital management policies during the reporting periods.

14 Investments in Equity Accounted Investees (continued)16 Receivables and prepayments (continued)

108Port of Tauranga Limited109Integrated Annual Report 2025

for the year ended 30 June 2025 Port of Tauranga Limited and Subsidiaries

NOTES TO THE

CONSOLIDATED FINANCIAL STATEMENTS

Share capitalAll shares are fully paid and have no par value. All shares rank equally with one vote attached to each
fully paid ordinary share.

Where the Group purchases its own share capital (treasury shares), the consideration paid, including any

directly attributable incremental costs are deducted from share capital until the shares are cancelled or

reissued. Where such shares are reissued, any consideration received, net of any directly attributable

transaction costs, are included in share capital.

DividendsThe dividends are fully imputed. Supplementary dividends of $0.505 million (2024: $0.465 million) were

paid to shareholders that are not tax residents in New Zealand, for which the Group received a foreign

tax credit entitlement.

Share-based payments

reserve – Container

Volume Commitment

Agreement

On 1 August 2014 the Parent Company issued 2,000,000 shares as a volume rebate to Kotahi as part of

a 10-year freight alliance. Due to the Parent Company completing a 5:1 share split on 17 October 2016,

the number of shares originally issued to Kotahi increased to 10,000,000. Of these shares, 5,500,000 are

subject to a call option allowing the Parent Company to “call” shares back at zero cost if Kotahi fails to

meet the volume commitments.

The increase in the reserve of $1.450 million (2024: $1.328 million) recognises the shares earned based

on containers delivered during the period.

The grant-date fair value of equity settled share-based payments is recognised as a rebate against

revenue, with a corresponding increase in equity, over the vesting period. The amount recognised as a

rebate is adjusted to reflect the number of awards for which the related service is expected to be met,

such that the amount ultimately recognised is based on the number of awards that meet the related

service conditions at the vesting date.

Share-based

payments reserve –

management long

term incentive

Share rights are granted to employees in accordance with the Parent Company’s Management Long

Term Incentive Plan. The fair value of share rights granted under the plan are measured at grant date

and recognised as an employee expense over the vesting period with a corresponding increase in

equity. The fair value at grant date of the share rights are independently determined using an appropriate

valuation model that takes into account the terms and conditions upon which they were granted (refer

to note 23).

This reserve is used to record the accumulated value of the unvested shares rights, which have been

recognised as an expense in the income statement. Upon the vesting of share rights, the balance of

the reserve relating to the share rights is offset against the cost of treasury stock allotted to settle the

obligation, with any difference in the cost of settling the commitment transferred to retained earnings.

Hedging reserveThe hedging reserve comprises the effective portion of the cumulative net change in fair value of cash

flow hedging instruments, related to hedged transactions that have not yet occurred.

Revaluation reserveThe revaluation reserve relates to the revaluation of land, buildings, wharves and hardstanding, and

harbour improvements.

18 Earnings per share

20252024

Earnings per share

Net profit attributable to ordinary shareholders (NZ$000)173,37390,849

Weighted average number of ordinary shares (net of treasury stock) for basic earnings per share675,059,476674,158,384

Basic earnings per share (cents)25 .713.5

Weighted average number of ordinary shares (net of treasury stock) for diluted earnings per share680,909,356680,805,939

Diluted earnings per share (cents)25 .513.3

PoliciesThe Group presents basic and diluted earnings per share (EPS) data for its ordinary shares. Basic EPS is

calculated by dividing the profit or loss attributable to ordinary shareholders of the Parent Company by the

weighted average number of ordinary shares outstanding for the Parent Company during the period.

Diluted EPS adjusts for any commitments the Parent Company has to issue shares in the future that

would decrease the basic EPS. The Parent Company has two types of dilutive potential ordinary shares,

Management Long Term Incentive Plan share rights (refer to note 23) and Container Volume Commitment

Agreement share rights (refer to note 17). Diluted EPS is calculated by adjusting the weighted average

number of ordinary shares outstanding to assume conversion of the share rights.

19 Loans and borrowings

This note provides information about the contractual terms of the Group’s interest-bearing loans and borrowings.

2025MaturityCoupon

Committed

facilities

NZ$000

Undrawn

facilities

NZ$000

Fair value

adjustments

NZ$000

Carrying

value

NZ$000

Non-current

Standby Revolving Cash Advance Facility2030Floating130,000130,00000

Standby Revolving Cash Advance Facility2029Floating100,000100,00000

Standby Revolving Cash Advance Facility2028Floating50,00050,00000

Fixed rate bond20283.552%100,0000(2,116)97, 8 8 4

Standby Revolving Cash Advance Facility2027Floating150,000125,000025,000

Standby Revolving Cash Advance Facility 2026Floating70,0000070,000

Total non-current 600,000405,000(2,116)192,884

Current

Multi Option Facility2025Floating5,0005,00000

Fixed rate bond20251.020%100,00000100,000

Commercial papers<3 monthsFloating000175,000

Total current 105,0005,0000275,000

Total 705,000410,000(2,116)467,884

2024MaturityCoupon

Committed

facilities

NZ$000

Undrawn

facilities

NZ$000

Fair value

adjustments

NZ$000

Carrying

value

NZ$000

Non-current

Fixed rate bond20283.552%100,0000( 7, 03 8 )92,962

Standby Revolving Cash Advance Facility2028Floating50,00050,00000

Standby Revolving Cash Advance Facility2026Floating130,000130,00000

Fixed rate bond20251.020%100,00000100,000

Standby Revolving Cash Advance Facility 2025Floating100,000100,00000

Total non-current 480,000280,000( 7,03 8 )192,962

Current

Multi Option Facility2024Floating5,0005,00000

Standby Revolving Cash Advance Facility2024Floating100,00000100,000

Commercial papers<3 monthsFloating000170,000

Total current 105,0005,0000270,000

Total 585,000285,000( 7,03 8 )462,962

PoliciesLoans and borrowings are recognised initially at fair value, plus any directly attributable transaction costs,

if the Group becomes a party to the contractual provisions of the instrument. Loans and borrowings are

derecognised if the Group’s obligations as specified in the contract expire or are discharged or cancelled.

Subsequent to initial recognition, loans and borrowings are measured at amortised cost using the effective interest

method, less any impairment losses, with the hedged risks on certain debt instruments measured at fair value.

Fixed rate bondsThe Parent Company has issued two $100 million fixed rate bonds, a five-year bond with a final maturity on

29 September 2025, and a seven-year bond with a final maturity on 24 November 2028.

Commercial papersCommercial papers are secured, short term discounted debt instruments issued by the Parent Company for

funding requirements as a component of its banking arrangements. The commercial paper programme is

fully backed by committed term bank facilities.

At 30 June 2025 the Group had $175 million of commercial paper debt that is classified within current

liabilities (2024: $170 million). Due to this classification, the Group’s current liabilities exceed the Group’s

current assets. Despite this fact, the Group does not have any liquidity or working capital concerns as a result

of the commercial paper debt being interchangeable with direct borrowings within the Standby Revolving

Cash Advance Facility which is a term facility.

17 Equity (continued)

110Port of Tauranga Limited111Integrated Annual Report 2025

for the year ended 30 June 2025 Port of Tauranga Limited and Subsidiaries

NOTES TO THE

CONSOLIDATED FINANCIAL STATEMENTS

Standby Revolving
Cash Advance Facility

Agreement

The Parent Company has a $500 million financing arrangement with ANZ Bank New Zealand Limited, Bank

of New Zealand Limited, Commonwealth Bank of Australia, New Zealand Branch and China Construction

Bank Corporation, New Zealand Branch (2024: $380 million). The facility, which is secured, provides for both

direct borrowings and support for issuance of commercial papers.

Multi Option FacilityThe Parent Company has a $5 million Multi Option Facility with Bank of New Zealand Limited, used for short

term working capital requirements (2024: $5 million).

SecurityBank facilities and fixed rate bonds are secured by way of a security interest over certain floating plant assets

($13.292 million, 2024: $13.958 million), mortgages over the land and building assets ($1,647.746 million, 2024:

$1,626.044 million), and by a general security agreement over the assets of the Parent Company ($2,919.190

million, 2024: $2,741.069 million).

CovenantsThe Parent Company borrows under a negative pledge arrangement, which with limited circumstances

does not permit the Parent Company to grant any security interest over its assets. The negative pledge deed

requires the Parent Company to maintain certain levels of shareholders’ funds and operate within defined

performance and debt gearing ratios.

The Parent Company has complied with all covenants during the reporting periods.

Fair valuesThe fair value of fixed rate loans and borrowings is calculated by discounting the future contractual cash

flows at current market interest rates that are available for similar financial instruments. The amortised cost of

variable rate loans and borrowings is assumed to closely approximate fair value as debt facilities mature every

90 days.

Interest ratesThe average weighted interest rate of interest-bearing loans was 3.10% at 30 June 2025 (2024: 4.45%).

20 Financial instruments

(a) Accounting classification and fair values

The following tables show the classification, fair value and carrying amount of financial instruments held by the Group

at reporting date. The carrying amounts of the following financial instruments are reasonable approximations of their

fair value:

• Cash and cash equivalents

• Receivables

• Trade and other payables.

2025

Fair value

through profit

and loss

NZ$000

Amortised

cost

NZ$000

Total

carrying

amount

NZ$000

Fair

value

NZ$000

Derivative financial instruments5,69405,6945,694

Advances to Equity Accounted Investees039,68939,68939,689

Total non-current assets5,69439,68945,38345,383

Cash and cash equivalents08,9758,9758,975

Receivables 066,00366,00366,003

Advances to Equity Accounted Investees01,2761,2761,276

Total current assets076,25476,25476,254

Total assets5,694115,943121,637121,637

Liabilities

Lease liabilities054,01754,01742,598

Loans and borrowings0192,884192,884193,292

Derivative financial instruments4,62204,6224,622

Total non-current liabilities4,622246,901251,523240,512

Lease liabilities01,0921,092923

Loans and borrowings0275,000275,000274,405

Trade and other payables018,28118,28118,281

Derivative financial instruments6506565

Total current liabilities65294,373294,438293,674

Total liabilities4,687541 , 274545,961534,186

2024

Fair value

through profit

and loss

NZ$000

Amortised

cost

NZ$000

Total

carrying

amount

NZ$000

Fair

value

NZ$000

Derivative financial instruments11,869011,86911,869

Total non-current assets11,869011,86911,869

Cash and cash equivalents018,72818,72818,728

Receivables 066,00566,00566,005

Derivative financial instruments3400340340

Total current assets34084,73385,07385,073

Total assets12,20984,73396,94296,942

Liabilities

Lease liabilities055,09155,09142,633

Loans and borrowings0192,962192,9621 87, 703

Derivative financial instruments7, 24 407, 24 47, 24 4

Total non-current liabilities7, 24 4248,053255,297237,580

Lease liabilities01,0491,049867

Loans and borrowings0270,000270,000270,000

Trade and other payables014,22314,22314,223

Derivative financial instruments8208282

Contingent consideration2802828

Total current liabilities110285,272285,382285,200

Total liabilities7, 3 5 4533,325540,679522,780

(b) Financial risk management

The Group’s overall financial risk management programme focuses on the unpredictability of financial markets and seeks

to minimise potential adverse effects on the financial performance of the Group.

The Board of Directors has overall responsibility for the establishment and oversight of the Group’s financial risk

management framework. The Audit Committee is responsible for developing and monitoring the Group’s financial risk

management policies, and reports to the Board of Directors on its activities.

The Group’s financial risk management policies are established to identify and analyse the risks faced by the Group, to set

appropriate risk limits and controls, and to monitor risks and adherence to limits. Financial risk management policies and

systems are reviewed regularly to reflect changes in market conditions and the Group’s activities.

The Board of Directors oversees how management monitors compliance with the Group’s financial risk management

policies and procedures and reviews the adequacy of the financial risk management framework in relation to the risks

faced by the Group.

The Group has exposure to the following risks arising from financial instruments:

• Credit risk (refer (b)(ii))

• Liquidity risk (refer (b)(iii))

• Market risk (refer (b)(iv)).

19 Loans and borrowings (continued)20 Financial instruments (continued)

112Port of Tauranga Limited113Integrated Annual Report 2025

for the year ended 30 June 2025 Port of Tauranga Limited and Subsidiaries

NOTES TO THE

CONSOLIDATED FINANCIAL STATEMENTS

Refer (b)(i) for the derivative financial instruments used by the Group to manage its financial risks.
(i) Derivative financial instruments

The Group has the following derivative financial instruments in the following line items in the Statement of Financial

Position:

2025

NZ$000

2024

NZ$000

Current assets

Interest rate derivatives0340

Total current derivative financial instrument assets0340

Non-current assets

Interest rate derivatives5,69411,869

Total non-current derivative financial instrument assets5,69411,869

Current liabilities

Interest rate derivatives650

Foreign exchange derivatives082

Total current derivative financial instrument liabilities6582

Non-current liabilities

Interest rate derivatives4,6227, 24 4

Total non-current derivative financial instrument liabilities4,6227, 24 4

PoliciesThe Group uses derivative financial instruments to hedge its exposure to foreign exchange, commodity

and interest rate risks arising from operational, financing and investment activities. In accordance with its

Treasury Policy, the Group does not hold or issue derivative financial instruments for trading purposes.

However, derivatives that do not qualify for hedge accounting are accounted for as trading instruments.

Policies

(continued)

Derivative financial instruments qualifying for hedge accounting are classified as non-current if the

maturity of the instrument is greater than 12 months from reporting date and current if the instrument

matures within 12 months from reporting date. Derivatives accounted for as trading instruments are

classified as current.

Derivative financial instruments are recognised initially at fair value and transaction costs are expensed

immediately. Subsequent to initial recognition, derivative financial instruments are stated at fair value.

The gain or loss on remeasurement to fair value is recognised immediately in the income statement.

However, where derivatives qualify for hedge accounting, recognition of any resultant gain or loss

depends on the nature of the hedging relationship.

Fair valuesThe fair value of derivatives that are not traded in active markets (for example over-the-counter

derivatives), are determined by using market accepted valuation techniques incorporating observable

market data about conditions existing at each reporting date.

The fair value of interest rate swaps is calculated as the present value of the estimated future cash flows

based on observable forward price curves. The fair value of forward exchange contracts is calculated as

the present value of future cash flows based on quoted forward exchange rates at the reporting date.

All financial instruments held by the Group and measured at fair value are classified as level 2 under the

fair value measurement hierarchy (refer to note 2).

(ii) Credit risk

The Group recognises an allowance for expected credit losses (ECLs) for all financial assets. ECLs are based on the

difference between the contractual cash flows due in accordance with the contract and all the cash flows that the

Group expects to receive, discounted at an approximation of the original effective interest rate.

For advances to Equity Accounted Investees, which have not had a significant increase in credit risk since initial

recognition, ECLs are calculated based on the probability of a default event occurring within the next 12 months. An

industry-accepted probability of default is obtained annually from the Standard & Poor’s Global Corporate Default Study

for use in this calculation.

For trade receivables, the Group applies a simplified approach in calculating ECLs. Therefore, the Group does not track

changes in credit risk, but instead, recognises a loss allowance based on lifetime ECLs at each reporting date. The Group

has established a provision matrix that is based on its historical credit loss experience, adjusted for any significant known

amounts that are not receivable.

On that basis, the following table details loss allowance for trade receivables:

2025

Not

past due

Past due

0-30 days

Past due

30-60 days

More than

60 daysTotal

Expected loss rate (%)0004.160 .05

Gross carrying amount – trade receivables (NZ$000)51,28312,9401,08872266,033

Loss allowance on trade receivables (NZ$000)0003030

Movements in the provision for impairment of financial assets are:

2025

NZ$000

2024

NZ$000

Opening balance196228

Provision for trade receivables(1)(40)

Provision for advances to Equity Accounted Investees(41)8

Closing balance154196

Credit risk

management

policies

Counterparty credit risk is the risk of losses (realised or unrealised) arising from a counterparty failing

to meet its contractual obligations. Financial instruments which potentially subject the Group to credit

risk, principally consist of bank balances, trade receivables, advances to Equity Accounted Investees and

derivative financial instruments.

The Group only transacts in treasury activity (including investment, borrowing and derivative

transactions) with Board approved counterparties. Unless otherwise approved by the Board,

counterparties are required to be New Zealand registered banks with a Standard & Poor’s credit rating

of A or above. The Group continuously monitors the credit quality of the financial institutions that are

counterparties and does not anticipate any non-performance.

The Group adheres to a credit policy that requires each new customer to be analysed individually for

creditworthiness before the Group’s standard payment terms and conditions are offered. Customer

payment performance is constantly monitored with customers not meeting creditworthiness being

required to transact with the Group on cash terms. The Group generally does not require collateral.

DefaultThe Group considers a financial asset to be in default when the borrower is unlikely to pay its credit

obligations to the Group in full, without recourse by the Group to actions such as security (if any is held).

Write-offThe gross carrying amount of a financial asset is written off when the Group has no reasonable

expectations of recovering a financial asset in its entirety or a portion thereof.

Concentration

of credit risk

The only significant concentration of credit risk at reporting date relates to bank balances and advances

to Equity Accounted Investees. The nature of the Group’s business means that the top ten customers

account for 62.4% of total Group revenue (2024: 62.1%). The Group is satisfied with the credit quality of

these debtors and does not anticipate any non-performance.

(iii) Liquidity risk

The following table sets out the contractual cash outflows for all financial liabilities (including estimated interest

payments) and derivatives:

2025

Statement

of Financial

Position

NZ$000

Contractual

cash flows

NZ$000

6 Months

or less

NZ$000

6-12

Months

NZ$000

1-2

Years

NZ$000

2-5

Years

NZ$000

More than

5 years

NZ$000

Non-derivative financial liabilities

Loans and borrowings(467,884)(489,768)(374,052)(2,605)(5,092)( 107, 7 91 )(228)

Lease liabilities(55,109)( 107, 1 1 2 )(1,880)(1,874)(3,745)(11,199)(88,414)

Trade and other payables(18,281)(18,281)(18,281)0000

Total non-derivative

financial liabilities

(541 , 274)(615,161)(394,213)(4,479)(8,837)(118,990)(88,642)

Derivatives

Interest rate derivatives

Cash flow hedges – outflow (2,533)(3,322)(380)(598)(1,058)(1,286)0

Cash flow hedges – inflow 5,6946,9116847571,6643,208598

Fair value hedges – outflow(2,154)(2,334)(267)(189)(497)(1,381)0

Total derivatives1,0071,25537(30)109541598

Total(540,267)(613,906)(394,176)(4,509)(8,728)(118,449)(88,044)

20 Financial instruments (continued)20 Financial instruments (continued)

114Port of Tauranga Limited115Integrated Annual Report 2025

for the year ended 30 June 2025 Port of Tauranga Limited and Subsidiaries

NOTES TO THE

CONSOLIDATED FINANCIAL STATEMENTS

2024
Statement

of Financial

Position

NZ$000

Contractual

cash flows

NZ$000

6 Months

or less

NZ$000

6-12

Months

NZ$000

1-2

Years

NZ$000

2-5

Years

NZ$000

More than

5 years

NZ$000

Non-derivative financial liabilities

Loans and borrowings(462,962)(491,688)(274,586)(2,827)(104,927)(109,348)0

Lease liabilities(56,140)(110,852)(1,880)(1,880)(3,750)(11,201)(92,141)

Trade and other payables(14,223)(14,223)(14,223)0000

Contingent consideration(28)(39)(39)0000

Total non-derivative financial

liabilities

(533,353)(616,802)(290,728)(4,707)(108,677)(120,549)(92,141)

Derivatives

Interest rate derivatives

Cash flow hedges – outflow (224)(364)000(330)(34)

Cash flow hedges – inflow 12,20914,3312,4821,8543,5095,754732

Fair value hedges – outflow( 7, 020 )(8,056)(1,510)(1,285)(1,840)(3,421)0

Foreign currency derivatives

Cash flow hedges – outflow(82)(3,529)(3,529)0000

Cash flow hedges – inflow03,4463,4460000

Total derivatives4,8835,8288895691,6692,003698

Total(528,470)(610,974)(289,839)(4,138)(107,0 0 8 )(118,546)(91,443)

Liquidity and

funding risk

management

policies

Liquidity risk is the risk that the Group will not be able to meet its financial obligations as and when

they fall due. The Group’s approach to managing liquidity risk is to ensure, as far as possible, that it will

always have sufficient cash and borrowing facilities available to meet its liabilities when due, under both

normal and adverse conditions. The Group’s cash flow requirements and the utilisation of borrowing

facilities are continuously monitored, and it is required that committed bank facilities are maintained at a

minimum of 10% above maximum forecast usage.

Funding risk is the risk that arises when either the size of borrowing facilities or the pricing thereof is not

able to be replaced on similar terms, at the time of review with the Group’s banks. To minimise funding

risk, it is Board policy to spread the facilities’ renewal dates and the maturity of individual loans. Where

this is not possible, extensions to, or the replacement of, borrowing facilities are required to be arranged

at least six months prior to each facility’s expiry.

The inflows/outflows disclosed in the above tables represent the contractual undiscounted cash flows

relating to derivative financial liabilities held for risk management purposes and which are not usually

closed out before contractual maturity. The disclosure shows net cash flow amounts for derivatives that

are net cash-settled and gross cash inflow and outflow amounts for derivatives that have simultaneous

gross cash settlement.

(iv) Market risk

Interest rate risk

At reporting date, the interest rate profile of the Group’s interest-bearing financial assets/(liabilities) were:

Carrying amount

2025

NZ$000

2024

NZ$000

Fixed rate instruments

Lease liabilities(55,109)(56,140)

Fixed rate bonds(197,884)(192,962)

Total(252,993)(249,102)

Variable rate instruments

Commercial papers(175,000)(170,000)

Standby Revolving Cash Advance Facility(95,000)(100,000)

Interest rate derivatives1,0074,965

Cash balances8,97518,728

Total (260,018)(246,307)

Sensitivity analysis

Interest rate movements have been applied to the Group’s variable rate debt to demonstrate the sensitivity to interest

rate risk.

If, at reporting date, bank interest rates had been 100 basis points higher/lower, with all other variables held constant,

the result would increase/(decrease) post tax profit or loss and the hedging reserve by the amounts shown below.

The effect on equity is the movement in the valuation of derivatives that are designated as cash flow hedges due to an

increase or decrease in interest rates. All derivatives that are effective as at 30 June 2025 are assumed to remain effective

until maturity. Therefore, any movements in these derivative valuations are taken to the cash flow hedge reserve within

equity and they will reverse entirely by maturity date.

The analysis was performed on the same basis for 2024.

Profit or lossCash flow hedge reserve

100 bp Increase

NZ$000

100 bp Decrease

NZ$000

100 bp Increase

NZ$000

100 bp Decrease

NZ$000

Variable rate debt (1,848)1,87000

Interest rate derivatives – paying fixed1,332(1,280)8,272(8,704)

Interest rate derivatives – paying floating(720)72000

Total as at 30 June 2025(1,236)1,3108,272(8,704)

Variable rate debt (1,800)1,82100

Interest rate derivatives – paying fixed1,404(1,352)5,288(5,563)

Interest rate derivatives – paying floating(720)72000

Total as at 30 June 2024(1,116)1,1895,288(5,563)

Market risk

management

policies

Market risk is the risk that changes in market prices, such as foreign exchange rates and interest rates,

will affect the Group’s income or the value of its holdings of financial instruments. The objective of

market risk management is to manage and control market risk exposures within acceptable parameters,

while optimising the return on risk.

The Group uses derivative financial instruments such as interest rate swaps and foreign currency options

to hedge certain risk exposures. All derivative transactions are carried out within the guidelines set out in

the Group’s Treasury Policy which has been approved by the Board of Directors. Generally, the Group

seeks to apply hedge accounting in order to manage volatility in the income statement.

Interest rate riskInterest rate risk is the risk of financial loss, or impairment to cash flows in current or future periods,

due to adverse movements in interest rates on borrowings or investments. The Group uses interest rate

derivatives to manage its exposure to variable interest rate risk by converting variable rate debt to fixed

rate debt.

The Group’s policy is to keep its exposure to borrowings at fixed rates of interest between parameters as

set out in the Group’s treasury policy.

Foreign exchange

risk

Foreign exchange risk arises from future commercial transactions and recognised assets and liabilities

denominated in a currency that is not the functional currency of the relevant Group entity. The risk is

measured through a forecast of highly probable foreign currency expenditures. The risk is hedged with

the objective of minimising the volatility of the NZD cost of highly probable forecast property, plant and

equipment purchases.

The Group’s policy is to hedge between 0% and 50% of foreign exchange exposures for property,

plant and equipment purchases following approval from the Board for the capital expenditure, and a

minimum of 75% hedging is required at the time a supply contract is signed. The above limits apply to

foreign currency imports of capital items exceeding NZD500,000.

20 Financial instruments (continued)20 Financial instruments (continued)

116Port of Tauranga Limited117Integrated Annual Report 2025

for the year ended 30 June 2025 Port of Tauranga Limited and Subsidiaries

NOTES TO THE

CONSOLIDATED FINANCIAL STATEMENTS

(v) Hedging activity
Cash flow hedges

The details of hedging instruments and hedged items for cash flow hedges are as follows:


Carrying amount

of hedging instrument

Carrying amount

of hedged item

Change in

fair value of

outstanding

hedging

instruments

NZ$000

Change in fair

value of hedged

item used to

determine hedge

ineffectiveness

NZ$000

Hedge

ineffectiveness

recognised in

profit or loss

NZ$000

Line item

in profit or

loss that

includes hedge

ineffectiveness2025

Hedging

instrument

Hedged

item

Assets

NZ$000

(Liabilities)

NZ$000

Assets

NZ$000

(Liabilities)

NZ$000

Cash flow

hedge

Interest rate

derivatives

Loans and

borrowings

5,694(4,687)0185,000(8,737)8,779(127)Finance

expense

Cash flow

hedge

Foreign

exchange

derivatives

Property, plant

and equipment

000082(82)0Finance

expense

Total 5,694(4,687)0185,000(8,655)8,697(127)


Carrying amount

of hedging instrument

Carrying amount

of hedged item

Change in

fair value of

outstanding

hedging

instruments

NZ$000

Change in fair

value of hedged

item used to

determine hedge

ineffectiveness

NZ$000

Hedge

ineffectiveness

recognised in

profit or loss

NZ$000

Line item

in profit or

loss that

includes hedge

ineffectiveness2024

Hedging

instrument

Hedged

item

Assets

NZ$000

(Liabilities)

NZ$000

Assets

NZ$000

(Liabilities)

NZ$000

Cash flow

hedge

Interest rate

derivatives

Loans and

borrowings

12,209(224)0(195,000)(3,405)4,125(7)Finance

expense

Cash flow

hedge

Foreign

exchange

derivatives

Property, plant

and equipment

0(82)00(187)128(59)Finance

expense

Total 12,209(306)0(195,000)(3,592)4,253(66)

Fair value hedges

The details of hedging instruments and hedged items for fair value hedges are as follows:

Carrying amount

of hedging instrument

Carrying amount

of hedged item

Accumulated amount

of fair value hedge

adjustments on the

hedged item included

in the carrying amount

of the hedged item

Change in

fair value of

outstanding

hedging

instruments

NZ$000

Change in

fair value

of hedged

item used to

determine

hedge

ineffective-

ness

NZ$000

Hedge

ineffective-

ness

recognised

in profit

or loss

NZ$000

Line item in

profit or loss

that includes

hedge

ineffective-

ness

2025

Hedging

Instrument

Hedged

Item

Assets

NZ$000

(Liabilities)

NZ$000

Assets

NZ$000

(Liabilities)

NZ$000

Assets

NZ$000

(Liabilities)

NZ$000

Fair value

hedge

Interest rate

derivatives

Loans and

borrowings

0(2,154)0(97, 8 8 4)2,11604,866(4,922)(56)Finance

expense

Carrying amount

of hedging instrument

Carrying amount

of hedged item

Accumulated amount

of fair value hedge

adjustments on the

hedged item included

in the carrying amount

of the hedged item

Change in

fair value of

outstanding

hedging

instruments

NZ$000

Change in

fair value

of hedged

item used to

determine

hedge

ineffective-

ness

NZ$000

Hedge

ineffective-

ness

recognised

in profit

or loss

NZ$000

Line item in

profit or loss

that includes

hedge

ineffective-

ness2024

Hedging

Instrument

Hedged

Item

Assets

NZ$000

(Liabilities)

NZ$000

Assets

NZ$000

(Liabilities)

NZ$000

Assets

NZ$000

(Liabilities)

NZ$000

Fair value

hedge

Interest rate

derivatives

Loans and

borrowings

0( 7, 020 )0(92,962)7, 03 802,098(2,187)(89)Finance

expense

The accumulated amount of fair value hedge adjustments remaining in the balance sheet for any hedged items that have

ceased to be adjusted for hedging gains and losses is $nil (30 June 2024: $nil).

Profile of timing

The following table sets out the profile of timing of the notional amount of the hedging instrument:

Maturity

2025

Less than

12 months

1-4

Years

4-7

Years

More than

7 yearsTotal

Interest rate derivatives

Notional amount – fixed (NZ$000)45,000140,000205,00020,000410,000

Average fixed rate (%)2.963.293.704.153 .30

Notional amount – variable (NZ$000)0100,00000100,000

Average variable rate (%)4.014.47004 .34

Maturity

2024

Less than

12 months

1-4

Years

4-7

Years

More than

7 yearsTotal

Interest rate derivatives

Notional amount – fixed (NZ$000)90,000120,000175,0000385,000

Average fixed rate (%)2.912.813.3102 .93

Notional amount – variable (NZ$000)00100,0000100,000

Average variable rate (%)6.355.234.9505 .46

Foreign exchange derivatives

Notional amount (EUR$000)1,9570001,957

Average EUR:NZD forward contract rate0.550000 .55

Hedging reserves

The details of movements within the hedging reserve are as follows:

2025

NZ$000

2024

NZ$000

Opening balance8,76411,509

Fair value gains included in OCI(4,385)816

Reclassified to income statement – included in finance expenses(4,229)(4,325)

Movement in hedging reserve of Equity Accounted Investees (248)(218)

Tax impact (refer to note 8)2,413982

Closing balance2,3158,764

Hedge

effectiveness

Hedge effectiveness is determined at the inception of the hedge relationship, and through periodic prospective

effectiveness assessments to ensure that an economic relationship exists between the hedged item and hedging

instrument.

For hedges of foreign currency purchases, the Group enters into hedge relationships where the critical terms

of the hedging instrument match exactly with the terms of the hedged item. The Group therefore performs

a qualitative assessment of effectiveness. If changes in circumstances affect the terms of the hedged item such

that the critical terms no longer match exactly with the critical terms of the hedging instrument, the Group uses

the hypothetical derivative method to assess effectiveness.

In hedges of foreign currency purchases, ineffectiveness may arise if the timing of the forecast transaction

changes from what was originally estimated, or if there are changes in the credit risk of the Group or the derivative

counterparty.

The Group enters into interest rate swaps that have similar critical terms as the hedged item, such as reference rate,

reset dates, payment dates, maturities and notional amount. The Group does not hedge 100% of its loans, therefore

the hedged item is identified as a proportion of the outstanding loans up to the notional amount of the swaps.

As all critical terms matched during the year, there is an economic relationship.

20 Financial instruments (continued)20 Financial instruments (continued)

118Port of Tauranga Limited119Integrated Annual Report 2025

for the year ended 30 June 2025 Port of Tauranga Limited and Subsidiaries

NOTES TO THE

CONSOLIDATED FINANCIAL STATEMENTS

21 Trade and other payables
2025

NZ$000

2024

NZ$000

Accounts payable1 7, 7 7513,944

Accrued employee benefit liabilities9,2888,150

Accruals20,1261 7, 7 97

Payables due to Equity Accounted Investees and related parties506279

Total trade and other payables47,6 9 540,170

Policies Trade and other payables are initially measured at fair value and subsequently measured at amortised cost.

Fair valuesThe nominal value of trade and other payables are assumed to approximate their fair values due to their

short-term nature.

22 Related party transactions

Related party transactions with related parties:

2025

NZ$000

2024

NZ$000

Transactions with Equity Accounted Investees

Services provided to Port of Tauranga Limited(5,511)(3,244)

Services provided by Port of Tauranga Limited6,8067, 5 61

Accounts receivable by Port of Tauranga Limited1511,187

Accounts payable by Port of Tauranga Limited(351)(90)

Advances by Port of Tauranga Limited41,0891,400

Services provided to Quality Marshalling (Mount Maunganui) Limited(1)(1)

Services provided by Quality Marshalling (Mount Maunganui) Limited1,3351,007

Accounts receivable by Quality Marshalling (Mount Maunganui) Limited14172

Services provided to Timaru Container Terminal Limited(3,695)(3,893)

Services provided by Timaru Container Terminal Limited309635

Accounts receivable by Timaru Container Terminal Limited4619

Accounts payable by Timaru Container Terminal Limited(240)(188)

Transactions with Directors and Members of the Executive Leadership Team

Directors’ fees recognised during the period1,018922

Executive officers’ salaries and other employee benefits (cash settled) recognised during the period 5,1373,971

Executive officers’ share-based payments (equity settled) recognised during the period1,311129

Related partiesRelated parties of the Group include the Joint Ventures disclosed in note 14 and the Controlling Entity

(Quayside Securities Limited) or Ultimate Controlling Party (Bay of Plenty Regional Council).

Quayside Securities Limited owns 54.14% (2024: 54.14%) of the ordinary shares in Port of Tauranga Limited.

Quayside Securities Limited is beneficially owned by Bay of Plenty Regional Council.

Transactions with the Ultimate Controlling Party during the period include services provided to Port of

Tauranga Limited, $0.236 million (2024: $0.119 million).

In March 2013, the Ultimate Controlling Party granted Port of Tauranga Limited a resource consent to widen

and deepen the shipping channels. As a condition of this consent, an environmental bond to the value of

$1.000 million is to be held in escrow in favour of the Ultimate Controlling Party. The bond is to ensure the

remedy of any unforeseen adverse effects on the environment arising from the dredging. The resource

consent expires on 6 June 2027.

No related party debts have been written off, forgiven or provided for as doubtful during the year.

Hedge

effectiveness

(continued)

Hedge ineffectiveness for interest rate swaps is assessed using the same principles as for hedges of foreign

currency purchases. It may occur due to:

• the credit value/debit value adjustment on the interest rate swaps which is not matched by the loan;

• differences in critical terms between the interest rate swaps and loans; and

• drawn liabilities that fall below the hedging amount, causing the hedge ratio to exceed 100%.

Cash flow hedgesThe Group manages its interest rate risk and foreign exchange risk by designating cash flow hedges.

The Group’s policy of ensuring a certain level of its interest rate risk exposure is at a fixed rate, is achieved partly

by entering into fixed-rate instruments and partly by borrowing at a floating rate and using interest rate swaps as

hedges of the variability in cash flows attributable to movements in interest rates.

The Group uses foreign exchange forwards to hedge its foreign exchange risk exposure in respect of highly

probable forecast transactions. The Group designates the forward rates of foreign currency forwards in hedge

relationships.

The Group applies a hedge ratio of 1:1.

Changes in the fair value of the derivative hedging instrument designated as a cash flow hedge are recognised

directly in the cash flow hedge reserve to the extent that the hedge is effective. To the extent that the hedge is

ineffective, changes in fair value are recognised in the income statement. The effective portion of changes in fair

value of hedging instruments is accumulated in the cash flow hedge reserve as a separate component of equity.

Amounts accumulated in equity are reclassified in the periods when the hedged item affects profit or loss, as

follows:

• Where the hedged item subsequently results in the recognition of a non-financial asset (such as property,

plant and equipment), the deferred hedging gains and losses, if any, are included within the initial cost of the

asset. The deferred amounts are ultimately recognised in profit or loss as the hedged item affects profit or

loss (e.g. through depreciation).

• The gain or loss relating to the effective portion of the interest rate swaps hedging variable rate borrowings

is recognised in profit or loss within finance cost at the same time as the interest expense on the hedged

borrowings.

If the hedging instrument no longer meets the criteria for hedge accounting, expires, or is sold, terminated

or exercised, then hedge accounting is discontinued prospectively. The cumulative gain or loss previously

recognised in the hedging reserve remains there until the highly probable forecast transaction, upon which

the hedging was based, occurs. When the hedged item is a non-financial asset, the amount recognised in the

hedging reserve is transferred to the carrying amount of the asset when it is recognised. In other cases, the

amount recognised in the hedging reserve is transferred to the income statement in the same period that the

hedged item affects the income statement.

Fair value hedgesThe Group designates as fair value hedges derivative financial instruments on fixed rate debt where the fair

value of the debt changes as a result of changes in interest rates. The carrying amount of the hedged items are

adjusted for gains and losses attributable to the risk being hedged. The hedging instruments are also measured to

fair value. The Group applies a hedge ratio of 1:1.

Changes in the fair value of derivatives that are designated and qualify as fair value hedges are recorded in the

income statement, together with any changes in the fair value of the hedged asset or liability that are attributable

to the hedged risk. The gain or loss relating to the effective portion of interest rate swaps hedging fixed rate

borrowings is recognised in profit or loss within finance expenses, together with changes in the fair value of the

hedged fixed rate borrowings attributable to interest rate risk.

If the hedge no longer meets the criteria for hedge accounting, the adjustment to the carrying amount of a

hedged item for which the effective interest method is used is amortised to profit or loss over the period to

maturity using a recalculated effective interest rate.

20 Financial instruments (continued)

120Port of Tauranga Limited121Integrated Annual Report 2025

for the year ended 30 June 2025 Port of Tauranga Limited and Subsidiaries

NOTES TO THE

CONSOLIDATED FINANCIAL STATEMENTS

Fair value of share
rights granted

Share rights are valued as zero cost in-substance options at the day at which they are granted, using the

Black-Scholes-Merton model. The following table lists the key inputs into the valuation:

Grant date

Scheme

end date

Right

type

Grant date

share price

$

Risk free

interest rate

%

Expected

volatility of

share price

%

Valuation per

share right

$

1 July 202230 June 2025EPS6.174.2427.26.09

1 July 202230 June 2025TSR6.174.2427.22.92

1 July 202330 June 2026EPS6.215.5720.35.51

1 July 202330 June 2026TSR6.215.5720.32.93

1 July 202430 June 2027EPS4.753.8321.935.41

1 July 202430 June 2027TSR4.753.8321.932.91

PAYE liabilityUpon vesting of share rights, the Parent Company funds the PAYE liability and issues the net amount of

shares to executives.

24 Subsequent events

Final and special

dividend

A final dividend of 9.7 cents per share to a total of $65.986 million has been approved subsequent to

reporting date. The final dividend was not approved until after year end, therefore it has not been accrued in

the current year financial statements.

Fast-track applicationA judicial review of Port of Tauranga’s Fast-track application for the Stella Passage development has been

upheld. In its decision on 27 August 2025, the High Court has determined that the Environmental Protection

Authority should not have accepted the Fast-track application, as the project was not as described in

schedule 2 of the legislation.

The Fast-track Panel that was due to commence on 1 September, has been put on hold pending further

direction from the Court.

Management is working with the Government and Ministry for Environment officials to act quickly and rectify

the wording in the Fast-track legislation to resolve the situation.

The Group will continue to monitor the situation and in the unlikely event that approval is not obtained, the

amount capitalised to Property, Plant and Equipment Work in Progress of $13.900 million would be impaired

through profit and loss.

Advances to Equity

Accounted Investees

The Parent Company makes advances to Equity Accounted Investees for short- to medium-term funding

purposes.

Advances to Equity Accounted Investees are as follows:

• PortConnect Limited

• Loan amount: $1.400 million

• Loan maturity: repayable on demand

• Average interest rate: 4.195% (2024: 6.550%).

• Northport Group Limited

• Loan amount: $39.689 million

• Loan maturity: 26 June 2027

• Average interest rate: 6.090% (2024: nil).

Total expected credit losses against these advances total $0.124 million.

Transactions with

Directors and

members of the

Executive Leadership

Team

During the year, the Group entered into transactions with companies in which Group Directors hold

directorships. Any transactions undertaken with these entities have been entered into on an arm’s-length

commercial basis, without special privileges. These directorships have not resulted in Directors and

Members of the Executive Leadership Team having a significant influence over the operations, policies, or

key decisions of these companies. The Board of Directors have established protocols for identifying and

addressing any conflicts of interest Directors may have.

The Group does not provide any non-cash benefits to Directors in addition to their Directors’ fees.

All members of the Parent Company’s Executive Leadership Team participate in Management Long Term

Incentive Plans and may receive cash or non-cash benefits as a result of these plans (refer to note 23).

23 Management Long Term Incentive Plan

PolicyThe Group provides benefits to the Parent Company’s Executive Management Team in the form of share-

based payment transactions, whereby executives render services in exchange for rights over shares (equity

settled transactions) or cash settlements based on the price of the Parent Company’s shares (cash settled

transactions). The cost of the transactions is spread over the period in which the employees provide services

and become entitled to the awards.

Equity settled transactions

The cost of the equity settled transactions with employees is measured by reference to the fair value of the

equity instruments at the date at which they are granted. The cost of equity settled transactions is recognised in

the income statement, together with a corresponding increase in the share-based payment reserve in equity.

Management Long

Term Incentive Plan –

equity settled

Members of the Parent Company’s executive management team participate in an equity settled Long Term

Incentive (LTI) Plan. Under this LTI Plan, share rights are issued and have a three-year vesting period.

The vesting of share rights, which entitles the executive to the receipt of one Port of Tauranga Limited ordinary

share at nil cost, is subject to the executive remaining employed by Port of Tauranga Limited during the vesting

period and the achievement of certain earnings per share (EPS) and total shareholder return (TSR) targets.

For EPS share rights granted, the proportion of share rights that vests depend on the Group achieving EPS

growth targets.

For TSR share rights granted, the proportion of share rights that vests depend on the Groups TSR

performance ranking relative to the NZX50 index less Australian listed stocks.

To the extent that performance hurdles are not met or executives leave Port of Tauranga Limited prior to

vesting, the share rights are forfeited.

The share-based payment expense relating to the LTI Plan for the year ended 30 June 2025 is $0.767 million

(2024: $0.171 million) with a corresponding increase in the share-based payments reserve (refer to note 17).

Number of share rights issued to executives:

Grant date

Scheme

end date

Right

type

Balance at

30 June

2024

Granted

during

the year

Vested

during

the year

Forfeited

during

the year

Balance at

30 June

2025

1 July 202130 June 2024EPS79,2030(1,038)(78,165)0

1 July 202130 June 2024TSR66,00300(66,003)0

1 July 202230 June 2025EPS100,972000100,972

1 July 202230 June 2025TSR84,14300084,143

1 July 202330 June 2026EPS108,216000108,216

1 July 202330 June 2026TSR90,04700090,047

1 July 202430 June 2027EPS0153,14200153,142

1 July 202430 June 2027TSR0127,61900127,619

Total LTI Plan528,584280,761(1,038)(144,168)664,139

22 Related party transactions (continued)23 Management Long Term Incentive Plan (continued)

122Port of Tauranga Limited123Integrated Annual Report 2025

for the year ended 30 June 2025 Port of Tauranga Limited and Subsidiaries

NOTES TO THE

CONSOLIDATED FINANCIAL STATEMENTS

The Board of Directors (”the Board”) and the senior management team of
Port of Tauranga Limited (“the Port”) believe good corporate governance is

essential to the creation, protection and enhancement of shareholder value.

The Board is committed to ensuring the company meets best

practice governance principles and maintains the highest

ethical standards in serving the interests of Port of Tauranga

stakeholders, including shareholders, employees, customers

and the wider community.

The Board is responsible for setting the company’s strategic

direction, providing oversight of its management and directing

business strategy, with the aim of increasing shareholder value.

A planned programme of meetings and strategy days gives

the Board the opportunity to share thoughts and challenge

the management team on business direction and strategy

execution. The Board examines how long-term value drivers

are being managed, including investment in assets, building

engagement with employees, iwi and the community,

satisfying customers, enhancing environmental performance,

and protecting and building the company’s reputation.

The company’s corporate governance practices adhere to

the NZX Main Board Listing Rules (NZX Rules) and guidance,

including the NZX Corporate Governance Code (updated

April 2023). The Board regularly reviews and assesses the

company’s governance structures, processes and policies to

ensure they are consistent with best practice.

The Board’s policies and charters are available on the

governance page of the investors section of the company

website: www.port-tauranga.co.nz/investors/governance.

This statement was approved by the Board on 28 August 2025.

Board composition, performance

and committees

The Board has the ultimate responsibility for all decision making

within the company. The roles and responsibilities are set out in

the Board Charter, which is available on the company website:

www.port-tauranga.co.nz/investors/governance.

The Board meets its responsibilities by meeting regularly

to receive reports and plans from management and through

its annual work programme. The Board undertakes “deep

dives” into key issues and uses committees to address those

areas that require detailed consideration by Directors with

specialist knowledge and experience. The Board retains

ultimate responsibility for the functions of its committees

and determines their responsibilities.

Delegated authorities establish the responsibilities devolved to

management and those retained by the Board. The delegated

authorities are subject to review and approval by the Board

annually. The Chief Executive has responsibility for the proper

exercise of and compliance with the delegation policies.

Director nominations and appointments

The Board seeks to appoint Directors with a range of skills,

perspectives, knowledge, competencies and experiences.

The Nomination Committee assists the Board to review

Board composition, performance and succession planning

by identifying, evaluating and recommending candidates.

When considering an appointment, the committee undertakes

a thorough check of the candidate and their background.

Shareholders are notified and provided with all material

information that is relevant to the decision on whether to elect

or re-elect a Director.

A Director Tenure and Reappointment Policy applies to Board

Directors other than those appointed by Quayside Holdings.

The Chair facilitates a formal process to determine the

support or otherwise for Directors who offer themselves for

re-election. The policy establishes a nine-year or three-term

tenure for non-executive Directors, unless the Board and

shareholders support a further term.

Committed to effective

governance

Composition/independence

The Board comprises seven Directors, five of whom are

independent including the Board Chair. Due to managing

Director succession, there may be periods when the Board

comprises eight members as a transitional arrangement.

Director profiles are provided in the 2025 Integrated

Annual Report and on the company website:

www.port-tauranga.co.nz/about-port-of-tauranga/board-

of-directors/. The profiles list the year of appointment, skills,

experience and background of each Director, as well as their

current Board appointments.

The positions of Chair of the Board and Chair of the Audit

Committee are held by independent Directors. These two

roles, and the role of Chief Executive, are all held by different

individuals. The Chair has been assessed as independent by

the Board. Directors’ current length of tenure is:

0-3

years

4-6

years

7-9

years

9+

years

Number of Directors3022

Board

of

Directors

Chief

Executive

External

advisors as

appropriate

Nomination

Committee

External

Audit

People and

Remuneration

Committee

Board Health

and Safety

Committee

Audit

Committee

124Port of Tauranga Limited125Integrated Annual Report 2025

for the year ended 30 June 2025

CORPORATE GOVERNANCE STATEMENT

Skills and experience
Our Board is diverse, and Directors bring a wide range of skills

and experience to the table to the benefit of the company.

The Board has determined that, to operate effectively and

meet its responsibilities, it requires competencies in disciplines

including governance, executive leadership, financial, sector

experience, customer management, regulatory compliance,

large capital project investment, risk management, iwi,

government and stakeholder relations, technology and digital,

broad commercial acumen and sustainability.

The Board comprises five independent and two non-

independent Directors (appointed by Quayside Holdings).

While the Board has no direct control over the appointments

of the non-independent Directors, it provides the skills matrix

to the shareholder and highlights the preferred skill sets.

The Board regularly reviews the Board’s skills matrix. The most

recent review undertaken was in June 2025.

SkillCombined Board

Governance – experience including publicly

listed companies

Executive leadership – proven operating

experience as a CEO or member of senior

leadership team of a large and complex

relevant business

Financial – accountancy/finance qualification

or similar experience

Sector experience – in port/shipping/

supply chain/transport

Customer management – understanding

of global importing/exporting dynamics

Regulatory compliance –

including experience with H&S,

RMA and FMA requirements

Large capital project investment –

understanding of contract management

Risk management – ability to identify business

risks and risk mitigation strategies

Iwi, government and stakeholder liaison – ability

to assist the CEO engaging with stakeholders

and government officials (including key

politicians)

Technology and digital

Broad commercial acumen

Sustainability


Substantial

experience


Moderate

experience


Some

experience

Diversity

The Board is committed to providing a workplace that

recognises and values different skills, abilities, genders, ages,

beliefs, ethnicities, and experiences. The Board is committed

to creating an inclusive workplace where all employees feel

included and valued, and to providing equal employment

opportunities, with all appointments merit-based.

Port of Tauranga’s Diversity and Inclusion Policy applies

to the Board, management and all employees and sets out

the philosophy, roles, processes, and initiatives for measuring

progress towards achieving the objectives of the policy.

The People and Remuneration Committee oversees diversity

and inclusion at Port of Tauranga.

Port of Tauranga is yet to reach the gender diversity targets

set by the Board. The organisation’s progress is set out on

the table below. The numbers relate to Port of Tauranga’s

permanent employees, and do not include casual employees,

contractors or consultants.

The company’s objective is to target a minimum of 40%

females and 40% males holding Director, senior management

and manager level positions. In 2025, the company had

24% females and 76% males holding these positions.

The Board and management are actively working towards

closing any gaps in skills and diversity objectives.

Diversity by gender as at 30 June 2025

0

50

100

150

200

250

300

Male

Female

Non-binary

TotalPermanent

employees

ManagementExecutivesIndependent

Directors

Non-

independent

Directors

As at 30 June 2025

As at 30 June 2024

No . of

female

Female

%

No . of

male

Male

%

No . of

non-

binary

Non-

binary

%

No. of

female

Female

%

No. of

male

Male

%

Non-independent

Directors*

00210000002100

Independent Directors24036000240360

Executives/senior

management

22957100229571

Management32787300220880

Permanent employees57212127900511921181

Total

64232307700572222978

* Directors appointed by Quayside Holdings.

Director training

Port of Tauranga supports the ongoing development of

the Board. Copies of all relevant company documents are

provided to Directors and new Directors are familiarised with

the industry and company operations.

Directors visit Port operations and make safety-related

inspections, and work in conjunction with the Port of Tauranga

health and safety team to align these assessments with critical

risks and ensure engagement with employees.

Performance

The Board monitors its effectiveness in carrying out its

functions and responsibilities and uses external facilitators

to review knowledge and performance.

Committees

Committees support the Board by providing input and detail

on specific matters and by having subject matter experts

provide specialist advice.

As at 30 June 2025, there were four committees – Audit,

People and Remuneration, Nomination and Board Health

and Safety. Committees operate under respective charters

approved by the Board, and each Committee’s proceedings

are reported back to the Board.

The Chief Executive, Chief Financial Officer and other

senior managers regularly attend Board meetings, as well

as committee meetings by invitation.

Audit Committee

Chair: Alastair Lawrence (resigned 31 August 2024)

Sir Robert McLeod KNZM (appointed 1 July 2024)

Committee members: Alison Andrew, Brodie Stevens,

Fraser Whineray. Ex-officio: Julia Hoare

The Audit Committee assists the Board in fulfilling its

responsibilities on the financial reporting process, the internal

controls and management of financial risks, and the audit

process (including assurance on regulatory requirements such

as Climate-related Disclosures). The committee provides an

independent reporting line for the Chief Financial Officer and

external auditors (together or separately) as the Chair of the

Audit Committee considers appropriate.

The Audit Committee Charter requires that the committee

should be of sufficient size, independence and technical

expertise to discharge its mandate effectively. The Chair

is appointed by the Board and is not the Chair of the Board.

The committee is compliant with the other obligations

imposed by NZX Rules.

The Chief Executive and Chief Financial Officer attend the

committee’s meetings.

People and Remuneration Committee

Chair: Alison Andrew

Committee members: Dean Bracewell, Julia Hoare,

Doug Leeder

The People and Remuneration Committee oversees

remuneration policies and practices, executive remuneration

packages, diversity and inclusion progress and succession

planning. The committee approves performance criteria

for the Chief Executive and recommends to the Board

incentive payments or other adjustments. The committee

also reviews Board remuneration, which is subject to Board

and shareholder approval.

The committee engages independent, external experts to

provide benchmarking to an agreed comparison group when

reviewing both Director fees and executive remuneration.

The committee comprises at least three members, each of

whom are non-executive and independent of management.

The committee is compliant with these requirements.

The Chief Executive and General Manager Corporate Services

attend the committee’s meetings.

Nomination Committee

Chair: Julia Hoare

Committee members (full Board): Alison Andrew, Dean

Bracewell, Alastair Lawrence (resigned 31 August 2024),

Doug Leeder, Sir Robert McLeod KNZM (appointed 1 July 2024),

Brodie Stevens, Fraser Whineray

The Nomination Committee reviews Board composition,

performance and Director succession planning.

The Nomination Committee also develops the appropriate

process for evaluating the performance of the Board, its

committees and the Chair. It makes determinations on an

ongoing basis on the independence status of all Directors in

accordance with NZX Rules and ensures letters of engagement

are in place.

The Chief Financial Officer attends the committee’s meetings.

126Port of Tauranga Limited127Integrated Annual Report 2025

for the year ended 30 June 2025

CORPORATE GOVERNANCE STATEMENT

Board Health and Safety Committee
Chair: Dean Bracewell

Committee members: Julia Hoare, Brodie Stevens

The Board Health and Safety Committee was established

in July 2023 to assist the Board in gaining an in-depth

understanding of the organisation’s health and safety

management systems, risk profiles and practices. The

committee meets quarterly and

reviews strategic health and safety initiatives, improvement

plan advancement, as well as deep dives into critical risk

management followed by in-field assurance reviews. This

allows the committee to evaluate key objectives and related

action plans, assess risk control effectiveness, and experience

workplace culture through worker engagement.

The Chief Executive and the General Manager Health

and Safety attend the committee’s meetings.

Meetings attendance

DirectorBoardAudit

People and

RemunerationNomination

Board Health

and Safety

Ms A M Andrew7461

Mr D J Bracewell72615

Ms J C Hoare74615

Mr A R Lawrence

*

23

Mr D W Leeder761

Sir Robert McLeod KNZM

**

731

Mr F S Whineray73 1

Mr J B Stevens7415

Total meetings held74615

* Resigned 31 August 2024.

** Resigned 31 October 2023 and reappointed 1 July 2024.

Note:

– The above table covers the period of the financial year from 1 July 2024, through to 30 June 2025.

– Mr Campbell as a Future Director is not included in the above data.

Ethical behaviour

Code of Ethics

The Code of Ethics outlines the ethical and behavioural

standards expected of Directors, senior management and

employees in relation to conduct, conflicts, proper use

of assets and information.

The Code of Ethics is included in the Director induction

and Directors are required to confirm that it has been read

and understood.

The Whistleblowing Policy sets out the procedure for reporting

concerns regarding a breach of the Code of Ethics, or any

other serious wrongdoing within the company.

The Board has an Insider Trading Policy which sets out the

procedures that must be followed by Directors, executives and

any other employees with inside information when purchasing

or selling company securities. The fundamental rule is that

insider trading is prohibited at all times. The requirements

of the policy are separate from, and in addition to, the legal

prohibitions on insider trading in New Zealand.

It is not a requirement of appointment that Directors own

shares in the company. However, Directors are encouraged

to do so. Directors’ and executives’ ownership interests are

disclosed below.

The Code of Ethics, Whistleblowing Policy and Insider

Trading Policy are available on the company website:

www.port-tauranga.co.nz/investors/governance.

Interests' register

The matters set out below were recorded in the interests

register of the company during the financial year.

General notice of interest by Directors

As at 30 June 2025:

DirectorInterestEntity

Alison Moira Andrew

Director (Independent)

(from 11 June 2025)

Tilt Renewables Pty Ltd

Dean John BracewellChairProperty for Industry Limited

DirectorAir NZ Limited

DirectorHalberg Trust

Director (from 26 June 2025)Northport Group Limited

Director/ShareholderAra Street Investments Limited

Director/ShareholderDean Bracewell Limited

ShareholderFreightways Limited

Julia Cecile HoareChair (Director to 17 October 2024,

then designation changed to Chair)

Auckland International Airport Limited

Chair (Director to 20 August 2024,

then designation changed to Chair)

Northport Limited

Chair (from 26 June 2025)Northport Group Limited

Director (to 31 August 2024)Comvita Limited

DirectorMeridian Energy Limited

DirectorPort of Tauranga Trustee Company Limited

DirectorPrimePort Timaru Limited

MemberChapter Zero New Zealand Steering Committee

Alastair Roderick Lawrence

(retired 31 August 2024)

ChairBrittain Wynyard Limited

Director/ShareholderAntipodes Properties Limited

Director/ShareholderAntipodes Ventures Limited

Director/ShareholderCBS Advisory Limited

Director/ShareholderOlrig Limited

Director/ShareholderRetail Dimension Limited

TrusteeJAB Hellaby Trust

Douglas William LeederChairBay of Plenty Regional Council

Sir Robert Arnold McLeod KNZM

(appointed 1 July 2024)

ChairNati Growth Limited (formerly Ngāti Porou Holding Company Limited)

ChairSanford Group

DirectorChina Construction Bank (New Zealand) Limited

Director (from 19 February 2025)Clime Asset Management Limited

DirectorNati Properties Limited

Director (from 13 August 2024)Ngati Porou Berries Limited

Director (from 13 August 2024)Ngati Porou Fisheries Limited

Director (from 13 August 2024)Ngati Porou Manuka Limited

Director (from 13 August 2024)Ngati Porou Seafoods Limited

Director (from 13 August 2024)Pakihiroa Farms Limited

DirectorPoint 76 Limited

DirectorPoint Guard Limited

DirectorPoint Seventy Limited

DirectorSingita Holdings Limited

Director (from 13 August 2024)Porou Miere Limited

DirectorSanford LTI Limited

DirectorSingita Investments Limited

DirectorSingita Properties Limited

DirectorVCFA NZ Limited

John Brodie StevensDirector (to 31 May 2025)Chatham Island Shipping Limited

Director (from 16 July 2024)Eastland Airport Limited

Director (from 16 July 2024)Eastland Infrastructure Limited

Director (from 16 July 2024)Eastland Investment Properties Limited

Director (from 16 July 2024)Eastland Port Limited

Director (from 1 February 2025)Fliway Group Limited

Director (from 14 November 2024)NZ Post Limited

Director (from 9 May 2025)PrimePort Timaru Limited

Chair and Trustee

(Chair from 13 November 2024)

Maritime Retirement Scheme

Director and Trustee

(from 23 July 2024)

Maritime Retirement Scheme Nominees Limited

TrusteeMaritime KiwiSaver Scheme

Fraser Scott WhinerayDirector (Independent)AgriZero, Centre for Climate Action

DirectorQuayside Holdings

DirectorWaste Management NZ Limited (owned by Igneos, private equity)

Shareholder

(appointed Executive Chair from

22 July 2024, and changed to

Shareholder from 19 May 2025)

Jarden Group

Visiting FellowJudge Business School, University of Cambridge

TrusteeSt Cuthbert’s College

129128Port of Tauranga LimitedIntegrated Annual Report 2025

for the year ended 30 June 2025

CORPORATE GOVERNANCE STATEMENT

Directors’ loans
There were no loans by the company to Directors.

Directors’ insurance

The company has arranged policies of Directors’ liability

insurance which, together with a Deed of Indemnity, ensures

that generally Directors will incur no monetary loss as a result

of actions undertaken by them as Directors. Certain actions

are specifically excluded, such as the incurring of penalties

imposed as a result of breaches of the law.

Supplier Code of Conduct

Companies operating at Port of Tauranga are expected to

abide by all relevant legislation and regulations, including

the Health and Safety at Work Act. Policies, procedures and

operating rules are listed on the company website.

In addition, suppliers and subcontractors are required to meet

the expectations outlined in the Supplier Code of Conduct

regarding their social, environmental and ethical business

practices. The code addresses business integrity, health and

safety, labour and human rights, protection of the environment

and sustainability.

Reporting and disclosure

Port of Tauranga is committed to promoting investor confidence

and trust by providing robust, accurate and complete information

in a timely and open manner, in accordance with NZX Rules.

This commitment is supported by a Continuous Disclosure and

Communications Policy, available on the company website:

www.port-tauranga.co.nz/investors/governance.

The company’s Chief Financial Officer and Company Secretary

is responsible for ensuring the timely release of information

to the market. Port of Tauranga Limited undertakes to notify

the market immediately through the NZX of any material

information and abide by any NZX guidance as to whether

a trading halt may be required.

Directors formally consider at each Board meeting whether there

is relevant material information that should be disclosed to the

market. All employees of Port of Tauranga Limited are responsible

for reporting immediately to the Chief Executive and Chief

Financial Officer any information that is, or is likely to be, material.

Any announcements are published on Port of Tauranga’s

website (www.port-tauranga.co.nz) and disseminated through

broadcast emails and media releases.

Port of Tauranga has a proactive investor relations programme

involving twice-yearly briefing sessions for analysts and

investors to provide background to previously disclosed

information. Investors are also able to tour the port following

the Annual Meeting each year, or during the public port tours

held in January and July.

Comprehensive financial and non-financial disclosures are

published in the company’s Integrated Annual Report, including

Port of Tauranga’s material exposure to environmental,

economic, and social sustainability risks and other key risks.

Shareholders can elect to receive an electronic or hard copy

of Port of Tauranga’s Integrated Annual Report. The company

encourages investors to support its commitment to the

environment by opting for electronic communications.

The company describes its carbon emissions profile in a

greenhouse gas inventory report, which is audited externally.

Highlights from this report are disclosed in the company’s

Integrated Annual Report and Climate-related Disclosures Report.

Risk management

The Board and senior management recognise risk management

as an integral part of good management practice and an essential

component of good governance. Risk management adds value

to the operations of the company by identifying and mitigating

events and threats that would otherwise impede the achievement

of our objectives and/or the continued effectiveness of the

company’s service to customers and communities.

The company’s Enterprise Risk Policy:

• Establishes enterprise-wide commitment and responsibility

for risk management

• Promotes a risk-aware culture where all employees

understand and proactively manage risks to achieve

corporate objectives, protect people, assets and the

environment and to ensure the Port has sustainable

financial earnings

• Establishes a systematic and structured approach to

integrate risk management into all of the Port’s activities,

including governance, decision-making and reporting.

The company’s comprehensive risk management programme

comprises a series of processes and guidelines that enable

it to identify, assess, monitor and manage business risk. The

programme is overseen by the Board and includes monitoring

the company’s compliance with laws and regulations and a

robust IT risk assessment process which includes penetration

testing and cyber monitoring. The risk management

programme is supported by:

• A robust risk governance framework

• A strong and experienced management team

• A risk identification framework and tools, including

a company risk register

• An annual external specialist risk advisor review and support

• Adequate external insurance cover, reviewed annually

• Internal audit practices.

The Board considers the identification, understanding and

control of core risks to be a whole-of-Board function. As

such, it is not delegated to the Audit Committee but regularly

reviewed by all Directors.

Regular reviews are designed to establish an integrated and

forward-looking perspective of the company’s risk landscape

including the internal and external environment, changes

in likelihood and consequence ratings, and the business

unit risk profiles. Both specific risks and any broader linkages

are considered.

The Chief Executive is responsible for promoting proactive risk

management, reporting to the Board, and managing any changes

to the rating of the enterprise risk. The Chief Financial Officer is

responsible for providing and management of the risk framework.

The significant risks described below have the potential to

impact on our ability to achieve our growth and business

objectives and create value in the short, medium or long-term.

They reflect the material issues identified by our stakeholders.

Significant risks

DescriptionPotential consequenceMitigation strategies and key controls

Health, safety

and wellbeing

• The company operates in

a complex multi-person

conducting a business

or undertaking (PCBU)

environment, where the ability

to control, direct or influence

depends on the status of

relationships.

• While the Port has established

comprehensive health and

safety practices, there is still the

possibility that workers may be

exposed to serious harm while

undertaking their roles.

• An incident may negatively

impact on our reputation

or brand (even if it is not a

company worker).

Leadership and engagement

• Sector leadership – Port Industry Health and Safety Leadership

Group and Port Industry Association.

• Board Health and Safety Committee with employee and contractor

PCBU involvement.

• Senior management team responsiveness and commitment to

health and safety.

• Regular and consistent health and safety communications

and messages.

• Strong proactive employee engagement via internal Safety

Committee, Port Users’ Health, Safety and Environment Forum,

and use of Learning Teams.

• Safety Committee representative engagement and development.

• Maintaining relationships and collaborating with key contractors,

regulators and industry bodies.

• Internal training in safety procedures results in qualified well-trained

employees and contractors.

Ongoing critical risk assessments, review and assurance

programmes, including, inter alia:

• On-site critical control verification of operational activities (Board,

senior management team, and employees), including multi PCBU

joint critical risk reviews.

• ‘High Potential Event’ Learning Team finding reviews.

• Bowtie deep dives into all critical risks.

• A regular external review (audit) of health and safety practices and

Board, manager and worker participation (SafePlus).

Contractor management

• Fully legally compliant and highly effective contractor engagement

and management system.

• External independent contractor prequalification process.

• Contract manager development programme.

• Development of contractor management support material.

• Reviewed and enhanced authority to work permit process.

• Enhanced digital contactor assurance tools.

Cyber security

Vulnerabilities in digital systems can

lead to exploitation through cyber

attacks, resulting in disruption to

operations, compromised sensitive

or private data, and may lead

to financial losses, reputational

damage, or safety compromise.

We have robust cyber security measures in place, including

advanced monitoring, strong access controls, and ongoing

employee awareness, to protect our systems, data, and people.

Security is continuously monitored and improved to reduce risks

and ensure resilience.

Social licence

to operate

• Stakeholders’ concerns about

the environment, linked to the

way the Port operates in the

natural environment.

• Stakeholders’ perception that

there is insufficient engagement

with the wider community.

• Consequences of impact on the

company brand and reputation

and finances.

• Protests, boycotts, or

community opposition can lead

to disruptions in operations or

harm to our people.

Environmental stewardship

• The measurement of the company’s carbon footprint and

management of climate-related risks and opportunities.

• Monitor and ensure compliance with the environmental standards

the Port sets for operations within its boundaries.

• Increased air quality monitoring and improved use of technology

to reduce dust.

• Stormwater management activities such as increased log yard

sweeping, debarking and resourcing.

Authentic and constructive engagement

• Formal and informal engagement and collaboration with the

community including the councils, various community groups,

education institutions, iwi and other interest groups.

• Maintain collaborative relationships with port users including

lessees, customers and suppliers, and ensure all operating

requirements are understood and complied with.

Communication

• Undertake proactive communication across a range of channels,

including social media, to inform all stakeholders about

improvements and other community activities the Port undertakes.

• An annual community sentiment survey which measures the

impact of community initiatives and helps identify the needs,

interests and expectations of stakeholders in the community.

• A biennial materiality assessment highlights the issues that are

a priority for our stakeholders.

131130Port of Tauranga LimitedIntegrated Annual Report 2025

for the year ended 30 June 2025

CORPORATE GOVERNANCE STATEMENT

DescriptionPotential consequenceMitigation strategies and key controls
Social licence

to operate (continued)

Community support

• Conservation enhancement projects in place through the

Ngā Mātarae Charitable Trust.

• Sponsorship strategy to align opportunities to support local

community activities, including biodiversity initiatives.

Legal and regulatory

risk

• Government (national, regional

or local) actions negatively

influence or restrict operations,

e.g. significant changes to labour

laws or resource management

laws and regulations.

• Failure to comply with regulatory

requirements may result in legal

action, financial penalties and

restrict operations.

• Any potential legislative change

that may arise because of the

Government’s Upper North

Island Supply Chain or other

strategies.

Compliance

• Annual compliance review and awareness.

• Use of specialist legal services when required.

• Skilled and expert workforce knowledgeable about

regulatory requirements.

• Maintain collaborative and constructive relationships with

our employees and the unions that represent them.

Industry engagement and strategic partnerships

• Active participation in key industry associations such

as the Port Chief Executive Forum and Port Industry Association

supports collaboration on shared challenges

and advancement of sector-wide strategic objectives.

• Membership in Business NZ’s Major Companies Group connects

the Port to a national network of major businesses, offering

a platform to engage in policy and economic discussions that

shape the business environment.

• Involvement with the NZ Initiative provides access to independent

policy research, thought leadership, and networking opportunities

with influential business and political leaders.

These connections strengthen the Port’s ability to respond to

industry developments, contribute to informed dialogue, and

enhance strategic decision-making without implying influence over

government policy.

Regular and meaningful engagement with legislative and

regulatory authorities

• Maintain strong relationships with all levels of government

and the regulators to build relationships and promote

transparency, respect and cooperation.

Climate change/

natural disaster event

• The loss of key infrastructure,

physical operations or IT systems

due to a natural disaster event.

• Inability to deliver Port services,

causing backlog and supply

chain disruptions.

• Potential loss or displacement

of employees.

Climate response and preparedness

• Measurement and management of the Port’s climate-related

physical risks and opportunities, and transition risks and

opportunities, as outlined in the Port’s annual Climate-related

Disclosures Report.

Business resilience

• Business continuity and crisis management planning including

regular simulations and testing of the Port’s response capability

are undertaken.

• IT disaster recovery capability, including back-up generation,

is in place.

• Insurance protection reviewed and updated annually.

• Civil Defence response, support and assistance are provided.

Commercial and

business risks due to:

• global economic

or geopolitical

situations

• global pandemics/

health crises

• disrupted supply

chain

Exposure to international market

dynamics beyond control of the

Port: trade protectionism, other

geopolitical situations and global

pandemics/health crises impacts

on demand, commodity cycles,

and exchange rate volatility creates

uncertainty, potentially affecting key

exports and/or imports.

Diversification and long-term resilience

• Our broad mix of cargo types and markets ensures that a

downturn in one area can often be offset by strength in another,

supported by proactive efforts to attract new customers and

facilitate trade with emerging markets.

• Long-term contractual relationships with key partners provide a

degree of insulation from sudden trade disruptions.

• Earnings from subsidiaries and associates contribute

to a diversified revenue base, enhancing our ability

to absorb volatility and maintain supply chain continuity.

Continuous monitoring and response

• The global situation is monitored, and action can be taken

at relatively short notice.

• Our business model has inherent flexibility at group level.

• Business continuity and crisis management plans are

in place and regularly tested.

DescriptionPotential consequenceMitigation strategies and key controls

Ship collision or

grounding

• Asset infrastructure damage and

significant business disruption.

• Closure of the shipping

channel causing disruption to

commercial and recreational

activity.

• Potential harm to people in the

event of a collision.

A routine survey and dredging programme

• Annual maintenance dredging.

• Quarterly survey programme, as well as surveys after major

weather events.

Administrative controls

• Matrix of Permitted Operations outlines well defined shipping

parameters, beyond which all marine operations cease, including

wind, swell and tidal flows condition parameters. This is supported

by detailed forecast models and real time measurements.

• Marine operations are managed through the Navigational Safety

Management System which is governed by the Port and Harbour

Safety Code and administered by the Harbourmaster.

• The Vessel Arrival Information System (VAIS) requires vessels to

declare, amongst others, non-functional equipment, main engine

deficiencies, port state control detentions, condition of class, and

repairs requested to be conducted whilst in port or at anchor.

Towage capacity

• The Port’s current towage capacity enables the handling of big

ships within harbour limits. There is also a back-up tug available.

• Tugboat escort protocols for arriving and departing vessels.

Training

• Effective and focused training for pilots and tugboat operators.

• Highly trained and experienced marine team.

Key infrastructure

resilience

Factors such as a significant

natural disaster, weather events,

deterioration, and accidents

may lead to the loss of critical

port infrastructure. This could

result in significant disruptions in

port operations, severe financial

impact, and damage to reputation,

ultimately affecting the national

supply chain

and economy.

Asset management plans

• For all critical infrastructure, asset management plans

are in place, with clearly assigned roles and responsibilities

and design standards to ensure maximum benefit and

support of strategic objectives.

Automated system controls

• Automated and system controls to prevent overloading.

Condition assessments and resilience assessments

• Regular condition assessments are completed for all critical

infrastructure to ensure that any issues are identified and

addressed timeously.

• Resilience assessments for adverse weather conditions

or vulnerability to climate change.

Emergency and crisis management plans

• Emergency response and crises management plans

are in place.

• Business continuity plans ensure that critical assets

are recovered within acceptable recovery timeframes.

Insurance

• Material damages and business interruption insurance.

Planned maintenance

• Planned maintenance protocols are in place for all critical

infrastructure. This ensures maximum availability/minimum

downtime and longer asset life.

Standard Operating Procedures (SOP)

• Standard Operating Procedures to ensure that the risk of

potential damage to cranes and wharves is mitigated.

Human capital

and culture

Without ongoing focus on

leadership, culture, and employee

engagement, there is a risk

of declining morale, reduced

productivity, and higher employee

turnover. A lack of strong industrial

relationships could lead to

workplace disruptions, while poor

recruitment practices may weaken

team dynamics and undermine

diversity and inclusion goals. Failing

to listen to employee feedback

or address emerging cultural

issues early can erode trust, limit

innovation, and ultimately impact

the organisation’s ability to deliver

on its strategic objectives.

Developing strong leaders

• Our leadership programme encourages openness,

empathy, and curiosity – helping leaders create supportive,

people-focused teams.

Shaping our culture

• We're fostering a culture where everyone feels safe to speak up,

work across teams, and contribute to continuous improvement.

Listening to our people

• Regular engagement surveys help us understand how our people

are feeling and where we can do better.

Working together

• We value strong, constructive relationships with unions

and continue to build trust through our High-Performance

High-Engagement approach.

133132Port of Tauranga LimitedIntegrated Annual Report 2025

for the year ended 30 June 2025

CORPORATE GOVERNANCE STATEMENT

DescriptionPotential consequenceMitigation strategies and key controls
Human capital

and culture

(continued)

Hiring for the future

• We’re intentional about bringing in people who will help

grow a positive culture and support our diversity and

inclusion goals.

Learning from feedback

• Tracking and reviewing complaints help us identify and respond

to areas that need attention.

Financial

mismanagement

or fraud/loss of

investor support

The organisation may face

increased risk of fraud, financial

misstatements, and ethical

breaches. There may be potential

gaps in oversight, authorisation, and

verification processes can lead to

financial loss, reputational damage,

and weakened stakeholder trust.

Delegation of authority

• A formal structure ensures all transactions are properly authorised

and reviewed, helping to contain potential fraud.

Code of Ethics

• Sets out the ethical standards expected across the organisation.

Monitoring dashboard

• Tracks issues such as duplicate payments and other irregularities.

Financial reviews

• Profit and Loss and Balance Sheet reconciliations are conducted

regularly to maintain financial accuracy.

Procurement Policy

• Provides clear rules for purchasing, ensuring fairness, ethics,

and value for money, while managing conflicts of interest.

Segregation of duties

• Roles are structured to prevent any one person from controlling

an entire process.

Supplier verification

• A third-party system verifies supplier information and payment

details to protect against fraud.

Other annual assurance

• Independent statutory audits and tax compliance reviews provide

additional verification of financial controls and accuracy beyond

internal processes.

Key supplier and

customer relationships

A disagreement in commercial and/

or

other terms may result in the loss

of benefits realised from these

relationships, potentially leading

to major impacts on the Port's

operations and growth strategy.

Customers

Capital dredging and maintenance

• Ongoing dredging ensures the Port remains competitive

by accommodating larger vessels.

Long-term customer relationships

• Strong, enduring partnerships with key customers underpin stability

and future growth.

Performance monitoring

• Continuous tracking of operational metrics supports efficiency,

reliability, and customer satisfaction.

Suppliers

Contractual agreement

• Clear contracts define mutual responsibilities and performance

expectations.

Stakeholder engagement

• Ongoing, open communication with suppliers ensures alignment

and swift issue resolution.

Health and safety

The progressive improvement of health and safety

performance is a key Board and management objective, to

ensure the company conducts its operations in such a way

as to protect the health and safety of all employees of the

company and its subsidiaries, contractors, the public and

visitors, in its work environment.

While the Board has delegated day-to-day responsibility for the

implementation of health and safety standards and practices to

management, the Board provides oversight and direction while

ensuring appropriate resources are available to employees to

conduct their work safely. The Board is committed to ensuring

the company provides sufficient, competent resources and

effective systems at all levels of the organisation to enable it to

fulfil its commitment to employees, customers, shareholders

and stakeholders.

Further information is included in the Our People section

on pages 36 to 41 of the 2025 Integrated Annual Report.

Remuneration

Message from the Chair of the People and

Remuneration Committee

In this year’s remuneration report, we have provided additional

information. In particular, we have included more information

about the Chief Executive’s remuneration and performance.

A new section describes the Chief Executive’s performance

share rights (PSRs) granted as part of his long-term incentive

plan. We have provided more detail about his short-term

objectives and measures and have shifted from reporting

paid short-term incentives (STIs) to earned STIs during the

reporting period, to give shareholders a more accurate view

of performance in a particular financial year.

In the 2025 financial year, the financial component of the

Chief Executive’s annual targets has moved from 60% to 50%

of base salary, to more closely align on strategic objectives.

This year, we have reviewed the comparator group used for

benchmarking the remuneration of non-executive directors

and the senior management team, and have reviewed our

Long-term Incentive Plan, confirming it is fit for purpose.

In addition, we have added more detail on gender pay parity.

Ngā mihi

Alison Andrew

Chair

People and remuneration governance

The responsibilities and processes of the Committee are

described on page 127 of the Corporate Governance

Statement. The internal governance policies that provide context

for the remuneration outcomes and People and Remuneration

Charter are available to view on the company website at

www.port-tauranga.co.nz/investors/governance/.

Directors’ remuneration

Non-executive Directors’ remuneration is paid in the form

of Directors’ fees as determined by the Board. Setting fees

is subject to periodic review and independent expert advice

against comparable size and performing companies. The

Director Fee Policy is to set Director fees to around the median

of this market. The Remuneration Committee considers

Directors’ fees annually and recommends adjustments to the

Board. The last external review was undertaken in April 2025

and reviews are planned to be undertaken biennially.

The aggregate pool of fees able to be paid to Directors is

subject to shareholder approval and is currently $1,125,000.

Port of Tauranga meets Directors’ reasonable travel and other

costs associated with the business.

Port of Tauranga Directors’ fees are:

Designation

Directors’ fees

$

Chair202,800

Directors102,440

Audit Committee Chair20,800

Audit Committee member12,480

People and Remuneration Committee Chair20,800

People and Remuneration Committee member12,480

Board Health and Safety Committee Chair20,800

Board Health and Safety Committee member12,480

No fees are paid to the Nomination Committee.

Directors’ fees received during FY2025 were:

Director

Board

$

Audit

$

People and Remuneration

$

Board Health and Safety

$Total 2025

Ms A M Andrew102,44012,48020,800135,720

Mr D J Bracewell102,44012,48020,800135,720

Ms J C Hoare202,80012,48012,480227,760

Mr A R Lawrence

*

17,0733,46720,540

Mr D W Leeder102,44012,480114,920

Sir Robert McLeod KNZM

**

102,44017,333119,773

Mr F S Whineray102,44012,480114,920

Mr J B Stevens102,44012,48012,480127,400

Total834,51358,240 58,24045,760996,753

* Resigned 31 August 2024.

** Appointed 1 July 2024.

Remuneration paid to Directors in their capacity as Directors

of Port of Tauranga Limited subsidiaries during the year are:

DirectorSubsidiary

Fees

$

Ms J C HoareNorthport Limited (Director)61,250

Ms J C HoarePrimePort Timaru Limited (Director)40,416

Mr J B StevensPrimePort Timaru Limited (Director)

*

6,700

Total108,366

* Appointed 9 May 2025.

Any fees paid to Port of Tauranga permanent employees

appointed as Directors of subsidiaries are paid to the company,

not the individual.

Non-executive Directors have no entitlement to any

performance-based remuneration, and they do not participate

in any share-based incentive schemes. A non-executive

Director is not entitled to receive a retirement payment.

Non-executive Directors are encouraged to be shareholders

but are not required to hold company shares. Details of

Directors’ shareholdings are listed on page 141.

135134Port of Tauranga LimitedIntegrated Annual Report 2025

for the year ended 30 June 2025

CORPORATE GOVERNANCE STATEMENT

Executive remuneration
Port of Tauranga provides a remuneration framework that

promotes a high-performance culture and aligns rewards to

the creation of sustainable value for shareholders.

Port of Tauranga’s remuneration philosophy is aimed at

attracting, retaining, and motivating employees of the highest

quality at all levels of the organisation. It is based on practical

guiding principles and a framework that provides consistency,

fairness, and transparency. The guiding principles include:

• Providing clear alignment with company values, culture,

and strategy

• Supporting the attraction, retention, and motivation of

employees

• Being clear, fair, equitable and flexible

• Reflecting market conditions

• Recognising individual competence and performance

• Recognising team and company performance and the

creation of shareholder value.

Executive remuneration policy

Through the People and Remuneration Committee, the Board

establishes policies and practices for executive remuneration.

Port of Tauranga’s remuneration for the Chief Executive and

nominated executives provides the opportunity to receive,

where performance merits, a total remuneration package in

the median to upper quartile for equivalent market-matched

positions.

Total remuneration is made up of three components: fixed

remuneration, a short-term incentive (STI) and a long-term

incentive (LTI). Both incentives are at-risk, with the outcome

determined by performance against a combination of agreed

financial and non-financial objectives.

CashEquity

Fixed

remuneration

Short-term

incentive

Long-term

incentive

Reviewed

biennially

Set

annually

Offers made

annually covering a

three-year period

Fixed remuneration

Fixed remuneration is determined in relation to the market

for comparable sized and performing companies.

It includes all benefits, allowances, and deductions. Port of

Tauranga’s policy is to pay fixed remuneration at around the

median of its peer group. Adjustments are not automatic

and are determined based on performance.

Short-term incentives

STIs are at-risk payments linked to the achievement of

annual financial, safety and strategic targets, individualised

to each role. They are designed to motivate and reward for

performance in that financial year. The target value of the STI

is set as a percentage of the fixed remuneration. For the 2025

financial year, the Chief Executive’s STI was set at 50% and

for all nominated executives it was set at 40%.

For the 2025 financial year, there were seven nominated

executives included in the STI scheme, the same as the

previous year.

For the Chief Executive, 50% of the STI is linked to the

company’s financial performance, with the actual opportunity

in the range of 0-110% (i.e. 0-55% of fixed remuneration).

The remaining 50% comprised agreed safety, environmental

and strategic objectives. Annual objectives are set by the

People and Remuneration Committee (and approved by the

Board) and closely align to the company’s strategic aspirations.

The financial objective is to meet or exceed the normalised

net profit after tax target. A threshold of 90% of target is

required before any of the financial component is paid.

The Board retains complete discretion in paying an STI and

may determine, despite the actual performance against

objectives, that an increased bonus, reduced bonus or no

bonus will be paid in a given year.

Long-term incentives

The LTI is an at-risk payment designed to align executives’ rewards

with the growth in shareholder value over a three-year period.

The LTI is a Performance Share Rights Plan (PSR), where

payments are made in shares rather than cash. The maximum

number of shares an executive may receive as an allocation

is determined by dividing the value of the grant less tax by the

face value of a Port of Tauranga share at the grant date.

The 2023 LTI (allocated on 1 July 2022), which vested at

the end of the 2025 financial year, was set at 55% of fixed

remuneration for the Chief Executive and up to 33% of fixed

remuneration for the nominated executives. The value of each

allocation is set at the date of the grant.

The plan’s performance hurdles are based on two metrics.

The first 50% is Port of Tauranga’s three-year relative Total

Shareholder Return (rTSR), relative to the performance of

the NZX50 (less Australian companies listed in New Zealand).

The second 50% is measured by achieving target compound

earnings per share (EPS) growth.

EPS three-year

compound annual

growth rate

%

Earned

%

00

3.550With straight line progression

between 0% and 3.5%

7.0100With straight line progression

between 3.5% and 7%

8.0110With straight line progression

between 7% and 8%

9.0120With straight line progression

between 8% and 9%

rTSR percentile ranking

%

Earned

%

Below 400

Above 40 to below 5040-50

Above 50 to below 7550-99

At 75 or above100

As with the STI, the Board retains complete discretion over the

payment of the LTI to participants.

All remuneration packages are reviewed annually in the

context of individual and company performance, market

movements and expert advice, and are benchmarked

externally biennially. This was undertaken by PwC in April 2025.

Chief Executive remuneration realised

Total remuneration paid includes fixed remuneration, short-term incentive earned, and long-term incentive vested in the financial

year and paid after the balance date.

YearShort-term incentiveTotalLong-term incentive

Fixed

remuneration

$

Earned

$

Amount

earned

as a % of

maximum

Total

cash-based

remuneration

earned

$

Number

of shares

vested

% of maximum

awarded

for relevant

performance

period

Market

price

at vesting

date

$

Total for

vested

shares

$


$

FY20251,083,375 529,770931,613,14548,07255.926.85

**

329,2931,942,438

FY2024

***

963,000 317,790 661,280,790 42115.71 2,404 1,283,194

* Fixed remuneration includes the value of any benefits (health care, superannuation or vehicle) taken. The Chief Executive participates in the company’s health

insurance scheme.

** Closing share price as at 30 June 2025.

*** FY2024 information is different to what was presented in the 2024 Integrated Annual Report. In FY2024 we reported on remuneration paid and have moved to

showing earned, to align with NZX Remuneration Reporting guidance.

Chief Executive performance pay elements realised

An explanation of the Chief Executive’s performance pay outcomes for financial year 2025 is shown in the following tables:

Short-term incentive

Measure

Weighting

%Assessment criteriaOutcome

%

agreed

Amount

achieved

$

Financial

Achieve or exceed normalised

Group NPAT target

50.090% NPAT minimum threshold =

50% of NPAT incentive (25%). 100%

NPAT target = 100% of incentive

(50%). 110% NPAT = 100% maximum

incentive (55%).

Achieved 109.6% of budget

triggering financial results.

54.8296,844.75

Safety

Achieve a 15% reduction in rolling

TRIFR

*

. Quarterly critical audits,

bowtie safety reviews

10.0% reduction in TRIFR. Audits

conducted; bowtie reviews

completed.

% TRIFR reduction not

achieved for the year.

All critical audits and bowtie

safety reviews completed.

8.043,335.00

Environmental sustainability

Develop a Climate Transition Plan

as per Climate-related Disclosures

requirements, and achieve 5%

reduction in CO

2

emissions

intensity (CO

2

e per cargo tonne)

5.0% CO

2

emission reduction

per tonne of cargo and detail

of transition plan provided.

CO

2

e/tonne cargo

reduction % not achieved

for year due to 32% change

to electricity emissions

factor. Transition plan 90%

complete.

2.010,833.75

Individual objectives

Business leadership/stakeholder

engagement/social licence,

Government, local government, iwi

and community

10.0As assessed by the Board.Achieved 100% of the

objective as assessed

by the Board.

10.054,168.75

Infrastructure development –

consenting progress, critical

infrastructure pipeline, capital

management

12.5As assessed by the Board.Achieved 88% of the

objective as assessed

by the Board.

11.059,585.63

Strategic growth/future earnings/

associate companies/strategic

partnerships

12.5As assessed by the Board.Achieved 96% of the

objective as assessed

by the Board.

12.065,002.50

Total100 .097 .8529,770 .38

* TRIFR=Total Recordable Injury Frequency Rate

Long-term incentive

DescriptionPerformance measures

*

Weight

%

Outcome

%

Set at 50% of fixed remuneration based on:

• 50% on rTSR performance relative to the NZX50 (less Australian companies listed

in NZ). The range is 0-100%.

rTSR5039

• 50% based on EPS CAGR. The range is 0-120%.EPS5022

* This performance outcome is for the allocation period 2022-2024 and awarded in financial year 2025.

137136Port of Tauranga LimitedIntegrated Annual Report 2025

for the year ended 30 June 2025

CORPORATE GOVERNANCE STATEMENT

PSRs granted to the Chief Executive as at 30 June 2025
Awarded during the

reporting periodShares vested during the reporting period

PSR award

date

Vesting

date

Balance of

PSRs at

30 June 2024

PSRs

awarded

Market price

at award

$

PSRs lapsed

during the

reporting

period

Shares

issued/

transferred

Market price

at issue/

transfer date

$

Issue/

transfer date

Balance of

PSRs at

30 June 2025

01/07/202430/06/2027165,557125,443 595,85432,12648,072329,293

*

30/06/2025200,187

01/07/202330/06/2026139,127 85,359 530,07958,5084212,403.9130/06/2024165,557

01/07/202230/06/202590,81380,198 494,82214,66717,217100,54430/06/2023139,127

01/07/202130/06/202431,88458,929 412,50390,813

01/07/202030/06/2023031,884

**

242,00031,884

* Based on closing share price 30 June 2025.

** Allocated in previous role as Chief Operating Officer.

Relative Total Shareholder Return (rTSR)

performance (three-year return)

-15.0%

-10.0%

-5.0%

0.0%

5.0%

10.0%

15.0%

20.0%

NZX50

POT

FY2025FY2024FY2023FY2022FY2021

The five-year summary – Chief Executive

remuneration

Year

Total

remuneration

$

STI against

maximum

%

LTI against

maximum

%

Span of LTI

performance

period

FY2025

*

1,942,4389356FY2023-2025

FY2024

*

1,283,194661FY2022-2024

FY20241,505,4466654FY2021-2023

FY20231,350,9718648FY2020-2022

FY20221,082,1448740FY2019-2021

FY2021

**

1,553,4551954FY2018-2020

* Moved to showing Chief Executive remuneration realised in FY2024 and

FY2025 in line with NZX remuneration guidelines.

** Previous Chief Executive, Mark Cairns.

Chief Executive remuneration for FY2026

The Chief Executive’s potential remuneration package for the

year ending June 2026 is shown in the following chart:

$0

$500,000

$1,000,000

$1,500,000

$2,000,000

$2,500,000

MaximumOn targetFixed

STILTI (2028 vesting)

Fixed

Fixed remuneration reflects base salary and benefits. For

performance that meets expectations, the STI would pay

out at 50% of fixed remuneration and the LTI at 50% of fixed

remuneration. For performance that exceeds expectations,

the STI would pay out a maximum 105% of available STI

and the LTI at 110% of available LTI.

An explanation of the Chief Executive’s performance pay in financial year 2026 is shown in the following table:

Measure

Weighting

%Assessment criteria

Short-term objective

Financial

Achieve or exceed normalised Group NPAT target50.090% NPAT minimum threshold = 50% of NPAT

incentive (25%). 100% NPAT target = 100% of

incentive (50%). 110% NPAT = 100% maximum

incentive (55%).

Safety

Achieve a 15% reduction in rolling TRIFR. Quarterly critical audits,

bowtie safety reviews

10.0% reduction in TRIFR. Audits conducted; bowtie

reviews completed.

Environmental sustainability

Develop a Climate Transition Plan as per CRD requirements, and

achieve 5% reduction in CO

2

emissions intensity (CO

2

e per cargo

tonne)

5.0% CO

2

emission reduction per tonne of cargo and

detail of transition plan provided.

Individual objectives

Business leadership/stakeholder engagement/social licence,

Government, local government, iwi and community

10.0As assessed by the Board.

Infrastructure development – consenting progress, critical

infrastructure pipeline, capital management

12.5As assessed by the Board.

Strategic growth/future earnings/associate companies/strategic

partnerships

12.5As assessed by the Board.

Total100 .0

Long-term objective

Set at 50% of fixed remuneration based on:

• 50% on rTSR performance relative to NZX50 (less Australian

companies listed in NZ). The range is 0-100%.

50Relative Total Shareholder Return (rTSR)

• 50% based on EPS CAGR. The range is 0-120%.50EPS

Employee remuneration

The number of employees and former employees of Port of Tauranga who, during the year, received cash remuneration and

benefits (including at-risk performance incentives) exceeding $100,000 are:

Remuneration range

$000

Number of

employees

2025

Number of

employees

2024

100-1091221

110-1191820

120-1291626

130-1392236

140-1493015

150-1593116

160-1691013

170-1791310

180-18989

190-199117

200-209143

210-21915

220-22930

230-23913

240-24911

250-25913

260-26920

270-27911

280-28915

290-29952

300-30951

310-31912

320-32930

330-33901

340-35010

Remuneration range

$000

Number of

employees

2025

Number of

employees

2024

380-38911

440-45010

490-49501

501-51010

560-56901

700-71010

730-74010

790-79901

810-81901

1,430-1,43910

1,460-1,46901

Total217205

Employee share ownership

Permanent employees can choose to join Port of Tauranga’s

Employee Share Ownership Plan (ESOP). The ESOP gives

employees the opportunity to buy shares in the company via

weekly pay deductions. The shares are offered every three

years and paid off over the intervening three-year period. In

FY2025 an offer of up to $5,000 worth of shares was made

to employees at a 10% discount to the market price and will

commence in FY2026.

Gender pay gap

Port of Tauranga’s median gender pay gap for FY2025 is 31.5%.

139138Port of Tauranga LimitedIntegrated Annual Report 2025

for the year ended 30 June 2025

CORPORATE GOVERNANCE STATEMENT

Audit
The Audit Committee is responsible for overseeing the external

audit to ensure the integrity of the company’s financial reporting.

The committee’s approach to ensuring the quality and

independence of the audit process includes:

• Overseeing and appraising the quality of the audits

conducted by the company’s external auditors

• Maintaining open lines of communication between the

Board, any internal auditors and the external auditors

to exchange views and information. The committee

also confirms the parties’ respective authorities and

responsibilities

• Serving as an independent and objective party to review

the financial information presented by senior management

to shareholders, regulators and the general public, and

also assisting in the development of the future format and

content of external reporting

• Determining the adequacy of the organisation’s

administrative, operating and accounting controls

• Ensuring processes are in place and monitoring those

processes so that the Board is properly and regularly

informed and updated on corporate financial matters

• Reviewing the financial reports and advising all Directors

whether they comply with the appropriate laws and

regulations.

Under section 19 of the Port Companies Act 1988, the Audit

Office is the Auditor of Port of Tauranga Limited.

The Auditor-General has appointed, pursuant to section 32 of

the Public Audit Act 2001, the firm of KPMG to undertake the

audit on their behalf. Port of Tauranga Limited has no control

over the appointment of the Auditor, nor the tenure of the

Lead Audit Partner. The current Lead Audit Partner, Glenn

Keaney, was appointed in 2024.

The Board has received written confirmation from KPMG

regarding its independence.

Any non-audit work undertaken by KPMG must be approved

by the Auditor-General. Fees paid to KPMG for audit and non-

audit services are included in note 6 to the financial statements

in the 2025 Integrated Annual Report.

The Audit Committee also oversees an active internal audit

programme where risks are identified and external expertise

is engaged to review them when required. The committee

oversees the company’s compliance with the Climate-related

Disclosures reporting regime.

Shareholder relations

The Board is committed to engaging with shareholders and

market participants so that timely and accurate information is

provided and feedback is facilitated.

Port of Tauranga’s website (www.port-tauranga.co.nz) has

the company’s Integrated Annual Reports, Mid-Year Market

Updates and announcements to the NZX and the public.

The Annual Meeting of Shareholders is held in Tauranga, near

the location of the company’s head office and to encourage

local shareholders to attend in person. The company’s website

lists the dates of upcoming meetings. The 2025 Annual

Meeting will be held on Friday, 31 October 2025 at Mercury

Baypark and will also be livestreamed.

Shareholders can receive electronic communications from the

Share Registry. Contact details are available on the company

website and in the 2025 Integrated Annual Report.

Directors’ commitment to timely and balanced disclosure

is set out in its Continuous Disclosure and Communication

Policy, available on our website. The commitments include

advising shareholders of any major decisions.

When voting on a matter is required, the Board encourages

shareholders to attend the Annual Meeting or send in a proxy

vote. Voting is conducted by way of poll.

The Notice of Annual Meeting will be available at least 20

business days prior to the meeting and will be available in the

Investors section of the company website.

Shareholder information

The ordinary shares of Port of Tauranga Limited are listed on

NZX. The information in the disclosures below has been taken

from the company’s registers as at 30 June 2025:

Twenty largest ordinary equity holders

Holder

Number of

shares held

Issued equity

%

Quayside Securities Limited368,437,68054.14

Custodial Services Limited53,615,7497.88

Tea Custodians Limited20,134,9792.96

BNP Paribas Nominees NZ Limited17,921,4352.63

FNZ Custodians Limited12,017,8191.77

Accident Compensation Corporation10,540,3501.55

JBWere (NZ) Nominees Limited (NZ

Resident A/c)

9,543,3321.40

Forsyth Barr Custodians Limited8,752,6101.29

Kotahi Logistics LP8,500,0001.25

Premier Nominees Limited7,269,9231.07

Citibank Nominees (NZ) Limited7,100,9511.04

New Zealand Depository Nominee6,976,0801.03

HSBC Nominees (New Zealand) Limited6,221,3110.91

New Zealand Superannuation Fund

Nominees Limited

4,171,7920.61

HSBC Nominees (New Zealand) Limited3,566,6270.52

Public Trust3,559,9640.52

New Zealand Permanent Trustees

Limited

2,746,4560.40

Masfen Securities Limited2,708,3950.40

NZX WT Nominees Limited2,302,7020.34

JBWere (NZ) Nominees Limited (Res

Inst A/c)

2,267,2450.33

Total558,355,40082 .04

Distribution of equity securities

Range of

equity holdings

Number of

holders

Number of

shares held

Issued equity

%

1-5,0007,49614,951,1942.20

5,001-10,0001,97015,062,0842.21

10,001-50,0001,99442,415,1346.23

50,001-100,00020113,957,4622.05

100,001 and over109594,195,35687.31

Total11,770680,581,230100 .00

Substantial security holders

According to company records and notices given under the

Financial Markets Conduct Act 2013, the substantial security

holders in ordinary shares (being the only class of quoted

voting securities) of the company as at 30 June 2025, were:

Holder

Number of

shares held%

Quayside Securities Limited368,437,68054.14

The total number of issued voting securities of the company as

at 30 June 2025 was 680,581,230.

Directors’ equity holdings

As at 30 June 2025, Port of Tauranga Limited Directors had the following relevant interests in Port of Tauranga Limited equity

securities.

Director

Held beneficiallyHeld by associated persons

30 June 2025

30 June 2024

30 June 2025

30 June 2024

Ms A M Andrew0029,75082,500

Mr D J Bracewell0015,00015,000

Ms J C Hoare10,5006,50000

Mr A R Lawrence

*

0000

Mr D W Leeder0000

Sir Robert McLeod KNZM

**

0000

Mr J B Stevens16,75016,75000

Mr F S Whineray006,3006,300

* Resigned 31 August 2024.

** Reappointed 1 July 2024.

Senior managers’ equity holdings

As at 30 June 2025, Port of Tauranga Limited senior managers had the following relevant interests in Port of Tauranga Limited

equity securities:

Senior manager

Held beneficiallyHeld by associated persons

30 June 2025

30 June 2024

30 June 2025

30 June 2024

Ms M J Dyer4,1754,11200

Mr B J Hamill7, 7 2 66,8030821

Mr S R Kebbell13,96713,0490821

Mr P M Kirk2,5851,7300821

Mr D A Kneebone99,58798,69184,10084,921

Ms R A Lockley83600821

Mr L E Sampson90,42189,3430821

Other information

Donations

Donations of $72,943 were made during the year ended

30 June 2025 (2024: $74,225). No donations were made

to any political parties.

Stock Exchange listing

The company’s shares are listed on the New Zealand Stock

Exchange (NZX). The company currently has no NZX waivers.

Credit rating

During the year ended 30 June 2025, the company had

an S&P Global (Standard & Poor’s) rating of A-/Stable/A-2.

Annual Meeting

The Annual Meeting of Shareholders will be held on Friday,

31 October 2025 at 1.00pm at Mercury Baypark, 81 Truman

Lane, Mount Maunganui. The meeting will be livestreamed

by MUFG (formerly known as Link Market Services).

Further information

Additional information on Port of Tauranga Limited can be

found on the company’s website at www.port-tauranga.co.nz.

141140Port of Tauranga LimitedIntegrated Annual Report 2025

for the year ended 30 June 2025

CORPORATE GOVERNANCE STATEMENT

Financial
2025

$000

2024

$000

2023

$000

2022

$000

2021

$000

Operating income464,67541 7, 3 7 5420,929375,288338,281

EBITDA

*

234,504203,739219,081204,663189,917

Surplus after taxation – reported 173,37390,8491 1 7, 1 3 6111,317102,375

Surplus after taxation – underlying

**

126,036102,2901 1 7, 1 3 6112,357104,058

Dividends paid related to earnings106,802100,689102,05495,24284,353

Total equity 2,273,7712,183,1572,133,7162,074,4381,396,968

Net interest-bearing debt458,909444,234442,269435,20047 7, 1 14

Total assets 3,001,4902,900,1582,824,2692,743,5262,081,270

Interest cover (times)12 .07. 19.210.39.3

Gearing ratio (%)

***

16 .816.91 7. 21 7. 325.5

Return on average equity (%) 7 . 84.25.66.47.9

Share price ($)6 .854.726.246.227.03

Market capitalisation ($)4,659,8353,210,8624,201,7394,231,5574,782, 274

Net asset backing per share ($)3 .403.273.143.052.04

* EBITDA is a non-GAAP financial measure but is commonly used as a measure of performance as it shows the level of earnings before the impact of gearing levels

and non-cash charges such as depreciation and amortisation. Market analysts use the measure as an input into company valuation and other valuation metrics.

2025

$000

2024

$000

2023

$000

2022

$000

2021

$000

Profit before taxation218,476138,092159,297150,3961 3 7, 0 0 9

Net finance costs19,81422,47119,36116,16516,572

Depreciation and amortisation42,92543,77040,42336,65733,998

Asset impairment0280012

Asset impairment on revaluation2,534001,4452,326

Reversal of previous revaluation deficit0(622)000

Gain on disposal of Equity Accounted Investees(49,245)0000

Total16,02865,64759,78454,26752,908

EBITDA234,504203,739219,081204,663189,917

** Underlying profit after tax is a non-GAAP financial measure which excludes items considered to be one-off and not related to core business such as changes to tax

legislation and impairment of assets. Underlying profit after tax does not have a standardised meaning prescribed by GAAP and therefore may not be comparable to

similar financial information presented by other entities. .

2025

$000

2024

$000

2023

$000

2022

$000

2021

$000

Profit after taxation - reported173,37390,8491 1 7, 1 3 6111,317102,375

Asset impairment0280012

Asset impairment on revaluation2,534001,4452,326

Reversal of previous revaluation deficit0(622)000

Gain on sale of MetroBox Limited, recorded within share

of profit from Equity Accounted Investees

00( 7, 2 1 5)00

Impairment of investment in Equity Accounted Investees007, 87100

Gain on disposal of Equity Accounted Investees(49,245)0000

Hedging reserve reclassified to profit or loss on disposal

of Equity Accounted Investees

840000

Adjustments before taxation(46,627)(594)6561,4452,338

Tax impact in relation to adjustments(710)1660(405)(655)

Change in tax treatment of commercial buildings011,869000

Adjustments after taxation(47,337)11,4416561,0401,683

Profit after taxation - underlying126,036102,290117,792112,357104,058

*** Net interest bearing debt to net interest-bearing debt + equity.

The Board approved a final dividend of 9.7 cents per share after year end payable on 3 October 2025.

Operational 20252024202320222021

Cargo throughput (000 tonnes)25,30723,64924,69825,61525,738

Containers (TEU)

*

1,208,2521 , 147, 3 5 01 , 1 7 7, 3 5 01,241,0611,200,831

Net crane rate (container moves per hour)

**

29 .430.127.9232.129.7

Ship departures1,4421,4271,4321,3691,307

Berth occupancy (%)

***

5957615653

Total cargo ship days in port2,9082,9303,1123,0783,072

Turn-around time per cargo ship (days)2 .022.052.172.262.05

Cargo tonnes per ship1 7, 5 5 016,5731 7, 24718,71119,693

Average cargo ship gross tonnage (GT)31,37232,58031,48028,17229,036

Average cargo ship length overall (metres)201203201197201

Number of employees – Port of Tauranga Limited287279289257243

Parent total injury (frequency rate)

****

4 .12.24.500

Parent plus contractors total injury (frequency rate)

****

16 .013.220.726.613.0

* TEU = Twenty Foot Equivalent Unit.

** As measured by the Australian Productivity Commission.

*** The ratio of time a berth is occupied by a vessel in the total time available in that period.

**** Number of lost time claims per million hours worked.

Operational data relates to the Parent Company as opposed to the Group.

Financial and operational

five-year summary

As at 30 June 2025

143142Port of Tauranga LimitedIntegrated Annual Report 2025

FINANCIAL AND OPERATIONAL

FIVE YEAR SUMMARY

Directors
J C Hoare

Chair

A M Andrew

D J Bracewell

S A Campbell (appointed 1 October 2024, Future Director

for one-year term)

A R Lawrence (retired 31 August 2024)

D W Leeder

Sir Robert McLeod KNZM (reappointed 1 July 2024)

J B Stevens

F S Whineray

Executive

L E Sampson

Chief Executive

M J Dyer

GM Corporate Services

B J Hamill

GM Commercial

S R Kebbell

Chief Financial Officer and Company Secretary

P M Kirk

GM Health and Safety

D A Kneebone

GM Property and Infrastructure

R A Lockley

GM Communications

Registered office

Salisbury Avenue

Mount Maunganui

Private Bag 12504

Tauranga Mail Centre

Tauranga 3143

New Zealand

Telephone 07 572 8899

Email marketing@port-tauranga.co.nz

Website www.port-tauranga.co.nz

Auditors

KPMG

Tauranga

(On behalf of the Auditor-General)

Solicitors

Holland Beckett Law

Tauranga

Bankers

ANZ Bank New Zealand Limited

Bank of New Zealand

Commonwealth Bank of Australia

China Construction Bank (New Zealand) Limited

Credit rating agency

S&P Global (Standard & Poor’s)

Australia

Port of Tauranga Limited’s rating: A-/Stable/A-2

Share registry

For enquiries about share transactions, change of address

or dividend payments contact:

MUFG Corporate Markets

(formerly Link Market Services)

PO Box 91976

Victoria Street West

Auckland 1142

New Zealand

Telephone 09 375 5998

Facsimile 09 375 5990

Email enquiries.nz@cm.mpms.mufg.com

Website www.mpms.mufg.com

Copies of the Integrated Annual Report and Market

Update (which replaced the Interim Report) are available

from our website.

Financial calendar

3 October 2025Final dividend payment

31 October 2025Annual Meeting

27 February 2026Interim results announcement

February 2026Interim Accounts and Market

Update produced

20 March 2026Interim dividend payment

30 June 2026Financial year end

28 August 2026Annual results announcement

International Standard Serial Numbers

ISSN 2744-6530 (Print)

ISSN 2744-6549 (Online)

Company

directory

144Port of Tauranga Limited

COMPANY DIRECTORY

www.port-tauranga.co.nz

---

Results announcement
(for Equity Security issuer/Equity and Debt Security issuer)

Updated as at 17 October 2019

Results for announcement to the market

Name of issuerPort of Tauranga Limited

Reporting Period12 months to 30 June 2025

Previous Reporting Period12 months to 30 June 2024

CurrencyNZD

Amount (000s)Percentage change

Revenue from continuing

operations

$464,67511.33%

Total Revenue$464,67511.33%

Net profit/(loss) from

continuing operations

$173,37390.84%

Total net profit/(loss)$173,37390.84%

Interim/Final Dividend

Amount per Quoted Equity

Security

$0.09700000

Imputed amount per Quoted

Equity Security

$0.09700000

Record Date19/09/2025

Dividend Payment Date03/10/2025

Current periodPrior comparable period

Net tangible assets per

Quoted Equity Security

$3.40$3.27

A brief explanation of any of

the figures above necessary

to enable the figures to be

understood

The net profit for the reporting period to 30 June 2025 includes a

gain on disposal of Equity Accounted Investees of $49.245

million.

Authority for this announcement

Name of personauthorised

tomake this announcement

Simon Kebbell, Chief Financial Officer

Contact person for this

announcement

Simon Kebbell, Chief Financial Officer

Contact phone number027 482 7510

Contact email addresssimonk@port-tauranga.co.nz

Date of release through MAP29/08/2025

Audited financial statements accompany this announcement.

---

Distribution Notice
Updated as at 18 December 2019

Please note: all cash amounts in this form should be provided to 8 decimal places

Section 1: Issuer information

Name of issuerPort of Tauranga Limited

Financial product name/descriptionOrdinary shares

NZX ticker codePOT

ISIN (If unknown, check on NZX

website)

NZPOTE0003S0

Type of distribution

(Please mark with an X in the

relevant box/es)

Full YearXQuarterly

Half YearSpecial

DRP applies

Record date19/09/2025

Ex-Date (one business day before

the Record Date)

18/09/2025

Payment date (and allotment date for

DRP)

03/10/2025

Total monies associated with the

distribution

1

$65,985,987.76

Source of distribution (for example,

retained earnings)

Retained earnings

CurrencyNZD

Section 2: Distribution amounts per financial product

Gross distribution

2

$0.13472222

Gross taxable amount

3

$0.13472222

Total cash distribution

4

$0.09700000

Excluded amount (applicable to listed

PIEs)

Not applicable

Supplementary distribution amount$0.01711765

Section 3: Imputation credits and Resident Withholding Tax

5

Is the distribution imputedFully imputed

1

Continuous issuers should indicate that this is based on the number of units on issue at the date of the form

2

“Gross distribution” is the total cash distribution plus the amount of imputation credits, per financial product, before the deduction of

Resident Withholding Tax (RWT).

3

“Gross taxable amount” is the gross distribution minus any excluded income.

4

“Total cash distribution” is the cash distribution excluding imputation credits, per financial product, before the deduction of RWT.

This shouldinclude any excluded amounts, where applicable to listed PIEs.

5

The imputation credits plus the RWT amount is 33% of the gross taxable amount for the purposes of this form. If the distribution is

fully imputed the imputation credits will be 28% of the gross taxable amount with remaining 5% being RWT. This does not constitute

advice as to whether or not RWT needs to be withheld.

If fully or partially imputed, please
state imputation rate as % applied

6

100%

Imputation tax credits per financial

product

$0.03772222

Resident Withholding Tax per

financial product

$0.00673611

Section 4: Distribution re-investment plan (if applicable)

DRP % discount (if any)

%

Start date and end date for

determining market price for DRP

[dd/mm/yyyy][dd/mm/yyyy]

Date strike price to be announced (if

not available at this time)

[dd/mm/yyyy]

Specify source of financial products

to be issued under DRP programme

(new issue or to be bought on

market)

DRP strike price per financial product

$

Last date to submit a participation

notice for this distribution in

accordance with DRP participation

terms

[dd/mm/yyyy]

Section 5: Authority for this announcement

Name of personauthorised to make

thisannouncement

Simon Kebbell, Chief Financial Officer

Contact person for this

announcement

Simon Kebbell, Chief Financial Officer

Contact phone number027 482 7510

Contact email addresssimonk@port-tauranga.co.nz

Date of release through MAP29/08/2025

6

Calculated as (imputation credits/gross taxable amount) x 100. Fully imputed dividends will be 28% as a % rate applied.

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