POT Capital Change Notice

Capital Change Notice
Updated as at June 2023
Please do not amend or delete individual rows. As this template relates to prescribed content, changes to content
should only be made where it is clearly indicated that this is permitted, otherwise, if an Issuer considers a particular
element does not apply, mark the row as N/A, Any other changes to this prescribed form must first be approved by
NZX as required under NZX Listing Rule 3.26.1.
Section 1: Issuer information
Name of issuerPort of Tauranga Limited (POT)
NZX ticker codePOT
Class of financial productOrdinary Shares in POT
ISIN (If unknown, check on NZX website)NZPOTE0003S0
CurrencyNZD
Section 2: Capital change details
Number issued/acquired/redeemed67,687
Nominal value (if any)N/A
Issue/acquisition/redemption price per security$0.00
Nature of the payment (for example, cash or other
consideration)
Shares transferred from Treasury
Stock to certain senior executives
of POT for a $0 exercise price in
accordance with the terms of the
POT Long Term Incentive
Scheme (LTI Scheme) allocated
in 2022/2023.
Amount paid up (if not in full)N/A
Percentage of total class of Financial Products
issued/acquired/redeemed/ (calculated on the number of
Financial Products of the Class, excluding any Treasury
Stock, in existence)
1
0.01%
For an issue of Convertible Financial Products or Options,
the principal terms of Conversion (for example the
Conversion price and Conversion date and the ranking of
the Financial Product in relation to other Classes of
Financial Product) or the Option (for example, the exercise
price and exercise date)
N/A
Reason for issue/acquisition/redemption and specific
authority for issue/acquisition/redemption/ (the reason for
change must be identified here)
Transfer of shares held as
Treasury Stock by POT to senior
executives of POT who are
participants in the LTI Scheme,
following the vesting of
Performance Share Rights
(PSRs) allocated to them in
2022/2023 pursuant to the LTI
Scheme
1
The percentage is to be calculated immediately before the issue, acquisition, redemption or Conversion.

Authority for issue: Board
resolution.
Total number of Financial Products of the Class after the
issue/acquisition/redemption/Conversion (excluding
Treasury Stock) and the total number of Financial Products
of the Class held as Treasury Stock after the
issue/acquisition/redemption.
680,335,602 ordinary shares
(excluding Treasury Stock).
245,628 ordinary shares held as
Treasury Stock.
198,263 2023/2024 PSRs
280,761 2024/2025 PSRs
Following the exercise of the
2022/2023 PSRs there are no
PSRs of the same Class on issue
with 74,154 PSRs having lapsed,
and 110,961 PSRs having been
exercised.
In the case of an acquisition of shares, whether those
shares are to be held as treasury stock
N/A
Specific authority for the issue, acquisition, or redemption,
including a reference to the rule pursuant to which the issue,
acquisition, or redemption is made
Directors’ resolutions and
certificate.
Listing Rule 4.9.1(b) and 4.11.1.
Terms or details of the issue, acquisition, or redemption (for
example: restrictions, escrow arrangements)
On 30 September 2022 POT
issued PSRs to certain senior
executives in accordance with the
terms of the LTI Scheme.
Following the Board’s
assessment of performance
hurdles in accordance with the
LTI Scheme, 110,961 of the
185,115 2022/2023 PSRs
allocated to certain senior
executives have now been
vested and converted to shares.
POTL has transferred shares
held as Treasury Stock to those
certain senior executives
pursuant to the LTI Scheme.
Shares are issued net of tax.
Date of issue/acquisition/redemption
2
15/09/2025
Section 3: Authority for this announcement and contact person
Name of personauthorised to make this announcement
Simon Kebbell
Chief Financial Officer
Contact person for this announcementSimon Kebbell
2
Continuous issuers using this form in reliance on Rule 3.13.2, please indicate the period during which the relevant
issue/acquisition/redemptions were made (for example, 1 January 2019 to 31 January 2019).

Capital Change Notice
Updated as at June 2023
Chief Financial Officer
Contact phone number07 572 8809
Contact email address
Simon.kebbell@port-
tauranga.co.nz
Date of release through MAP16/09/2025