POT Notice of Annual Meeting 31 October 2025

Notice of 2025 Annual Meeting
Notice is given that the Annual Meeting of
shareholders of Port of Tauranga Limited will be held
at:
Stadium Lounge, Mercury Baypark
81 Truman Lane, Mount Maunganui
and online at
www.virtualmeeting.co.nz/pot25
on Friday 31 October 2025 commencing at 1.00pm.
+64 7 572 8899
port-tauranga.co.nz
2 Salisbury Avenue
Mount Maunganui
New Zealand
Private Bag 12504
Tauranga Mail Centre
Tauranga 3143
New Zealand

Business and Agenda of the Meeting
AChair’s address
BChief Executive’s address
CReceive and consider the Integrated Annual Report
To receive and consider the Integrated Annual Report of the company for the year
ended 30 June 2025, including the audit report and financial statements.
DOrdinary resolutions
To consider and if thought fit, to pass the following ordinary resolutions:
Re-election of Directors (refer to explanatory note 1)
Resolution 1 That Mr Dean Bracewell be re-elected as a Director of the company.
Resolution 2 That Mr Brodie Stevens be re-elected as a Director of the company.
Directors’ remuneration (refer to explanatory note 2)
Resolution 3 That the Directors’ fees pool be increased by $106,500, from
$1,125,000 to $1,231,500 per annum, with the aggregate amount payable to all
Directors of the company for their services as Directors of the company, to be
divided amongst the Directors as the Board may determine.
Auditors
Resolution 4That the Auditor-General be reappointed as Auditor of the company
pursuant to section 19 of the Port Companies Act 1988 and that the Directors are
authorised to fix the Auditor’s remuneration for the ensuing year.
EGeneral business and shareholder questions
Questions for the Annual Meeting
Shareholders are invited to submit written questions prior to the Annual Meeting.
Questions can be submitted online by going to
https://nz.investorcentre.mpms.mufg.com/voting/POT and completing the online
validation process. Alternatively, shareholders can complete the question section
on the Proxy Form and return to MUFG Pension & Market Services.
Questions will need to be submitted before 1.00pm on Wednesday 29 October
2025. The Board will address and answer questions at the Annual Meeting.
By order of the Board
Simon Kebbell
Chief Financial Officer

Note: The resolutions required for agenda item numbers 1 to 4 are ordinary
resolutions. An ordinary resolution requires at least 50% of the votes of shareholders
entitled to vote and voting on the resolution to be cast in favour of the resolution. Voting
will be conducted by poll, in accordance with NZX Listing Rule 6.1.1.
Except for the restrictions set out at “2 Directors’ Remuneration” in the Explanatory Notes,
there are no voting restrictions on any shareholders to prevent them from exercising their
vote on any resolutions being considered at the Annual Meeting.
Invitation to partake in port tour
At the conclusion of the Annual Meeting, afternoon tea will be served. We invite all
shareholders to participate in a Port tour at the conclusion. Transport will be provided
outside the Stadium Lounge.
Due to security regulations, anyone wishing to partake in the port tour must
provide photo identification.
Proxies
A shareholder entitled to attend and vote, may appoint a proxy or, in the case of a
corporate shareholder, a representative, to attend and vote on his/her behalf. The
proxy or representative you appoint need not necessarily be a shareholder of the
company. A form of appointment is enclosed. Address for proxies: MUFG Pension &
Market Services, PO Box 91976, Victoria Street West, Auckland 1142, New Zealand. A
proxy and the power of attorney or other authority, if any, under which it is signed, or
a copy of that power or authority certified by a Notary Public, must be deposited or
mailed to be received at the address specified above not later than 1.00pm on
Wednesday 29 October 2025.
Shareholders are also able to vote electronically as per the attached “Voting
instructions for shareholders”.

Explanatory notes
1 Re-election of Directors
Under the NZX Listing Rule 2.7.1, a Director must not hold office past the later of three years
and the third Annual Meeting after their appointment without being re-elected by
shareholders. The Directors to retire, Mr Dean Bracewell and Mr Brodie Stevens, are required
to retire from office at the Annual Meeting.
The Directors advise that Mr Dean Bracewell and Mr Brodie Stevens will retire at the meeting
and both being eligible, offers themselves for re-election at the Annual Meeting with the
unanimous support of the Board.
The Board has determined that both Mr Bracewell and Mr Stevens are considered to be
independent directors as defined in the NZX Listing Rules.
Accordingly, it is proposed to consider, and if thought fit, to:
1Re-elect Mr Dean John Bracewell; and
2Re-elect Mr John Brodie (Brodie) Stevens.
Details of the above two Directors are set out below:
Dean John 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.

John Brodie Stevens (Brodie)
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, New Zealand 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.
2 Directors’ remuneration
In accordance with the NZX Listing Rules 2.11.1 and 2.11.2, the company is seeking the
approval of shareholders to increase the authorised monetary sum per annum available for
payment of Directors’ fees by $106,500, in aggregate, to a pool of $1,231,500 (plus GST if any)
for all the Directors. This represents an increase of 9.5% to the current pool.
The company currently has approval to pay a maximum of $1,125,000 in aggregate to
Directors for their remuneration as Directors. The Board last reviewed Directors’
remuneration in 2024.
This year the company engaged PricewaterhouseCoopers Limited (PwC) to provide
benchmark data, for a comparator group consisting of thirteen listed New Zealand
companies for the roles of Chair, Committee Chairs, Committee Members and Directors. The
basis for the comparator group composition was comparable market capitalisation, together
with inclusion of relevant industry comparators. The purpose of the review was to assess the
appropriateness of Directors’ fees and to ensure that the company’s remuneration practices
remain aligned with market trends and support its objective of attracting and retaining high-
calibre Directors.
The Board intends to increase Directors’ fees by role, over a two-year period, across the 2026
and 2027 financial years, to achieve this market median level. PwC conclude that the
proposed fees would position Directors’ fees within the company policy range, being the
median of the peer comparator group.

The Board reviewed the PwC report and based on a comparison of the company’s Directors’
fees to the market data, consider the increases to the Directors’ remuneration set out in the
table below are appropriate to attract and retain high performing Directors.
A summary of the PwC report is available at the Investor Centre athttp://www.port-
tauranga.co.nz/investors/annual-meetings/.
Based on the current Board composition, the total annual Directors’ fee pool is expected to
be allocated as outlined in the following table. The Board has retained a portion of the pool to
provide for discretionary payments, should Directors be required to undertake extraordinary
duties or if a new Board committee is established.
Office
Current
remuneration
2025
$
Proposed
remuneration
2026
$
Proposed
remuneration
2027
$
Number of
person(s)
holding
office
Chair Director Fees
1
Chair202,800210,000210,0001
People andRemuneration
Committee Member
12,48012,50012,5001
Health and Safety Committee
Member
12,48012,50012,5001
Total Chair Director Fees
227,760235,000235,000
Directors
102,440110,000120,0006
Audit Committee Chair
20,80030,00030,0001
Audit Committee Member
12,48015,00015,0003
People and
Remuneration
Committee Chair
20,80025,00025,0001
People and
Remuneration
Committee Member
12,48012,50012,5002
Health and Safety Committee
Chair
20,80025,00025,0001
Health and Safety Committee
Member
12,48012,50012,5001
Total annualised fees
payable
979,6801,057,5001,117,500
Percentage increase
7.9%5.7%
Pool available for additional
responsibilities and one-off
projects
145,320174,000114,000
Total Annual Directors’ Fee
Pool
$1,125,000$1,231,500$1,231,500
The company will, as required by the NZX Listing Rules, disregard any votes cast on this
resolution by any Director, and any Associated Person of that Director, (as defined in the NZX
Listing Rules) where that Director is intended to receive a payment or benefit from the
approved remuneration pool, except where the vote is cast by a Director (or one of their
Associated Persons) as proxy for a shareholder who is entitled to vote and that Director (or
1
The majority of the comparator company Chair roles receive no Committee fees, with the base fee
recompensing all Board roles held by the Chair. The Port of Tauranga Limited Chair does however
receive Committee fees in addition to the base Chair fee.

Associated Person) votes in accordance with express instructions to vote for or against a
particular resolution on the Proxy Form.
How to get there
Location map of Mercury Baypark:
Tauranga
Harbour Bridge
To Maungatapu
To Te Puke

Location of Stadium Lounge at Mercury Baypark:
Parking
Free parking is available at Mercury Baypark. Upon arrival at themain entry (off Truman
Lane, Mount Maunganui, (refer to above map) please follow the signs for parking.
Invitation to partake in port tour
Transport will be provided outside the Stadium Lounge. The buses will return you to the
AGM venue at the end of the tour. Due to security regulations, anyone wishing to partake
in the port tour must provide photo identification or they will be denied access to the
port tour. Expected duration of the tour is usually about one hour, depending on road
traffic on the day. Once you are on board the bus you will not be permitted to disembark
at any stage during the tour.

Port of Tauranga Limited’s Annual Meeting
Friday 31 October 2025
Voting instructions for shareholders
Shareholders can vote in the following ways:
1Attend the meeting in person– bring your Proxy Form to the meeting as the
barcode is required to assist with your registration.
2Attend the meeting online– shareholders can attend the Meeting virtually via the
online platform atwww.virtualmeeting.co.nz/pot25. You will require your
CSN/Holder Number for verification purposes. More information regarding online
attendance at the Meeting (including how to vote and ask questions during the
Meeting) is available in the Virtual Meeting Guide, which is available at
https://mail.cm.mpms.mufg.com/MUFG/MUFG_VirtualMeetingGuide.pdf.
3Appoint a person as your proxy– complete the Proxy Form including how you
wish them to vote and mail back to our registry, MUFG Pension & Market Services
before 1.00pm Wednesday 29 October 2025. Your appointed proxy will receive the
voting paper upon registration at the meeting.
4Electronic proxy appointments– to appoint your proxy electronically you need
go to the website of our registry,
https://nz.investorcentre.mpms.mufg.com/voting/POT and follow the prompts to
complete your proxy appointment. You will be required to enter your CSN/Holder
Number and Authorisation Code (FIN). Electronic voting will close at 1.00pm on
Wednesday 29 October 2025.
Each method of voting and the way to use the form enclosed with this Notice of
Meeting are explained in detail below. Please read this section carefully. Choose
only one voting option.
Full details on how to return your Proxy Form/s to the registry is available at the end of
this section.

1 If you wish to attend and vote during the annual meeting:
Attendance in person
If you wish toattend the meeting, you must register at the registration
desk prior to entering the meeting.The registration and poll will be
managed by our registry, MUFG Pension & Market Services.
Please bring your Proxy Form with you to the meeting to present at the
registration desk as thebarcode on your form is required to assist with
your registration.
Upon registration you will receive a separate voting card to complete and
mark the way you wish to vote at the time that each poll is put to the meeting
by the Chairperson. Once the voting is completed, MUFG Pension & Market
Services will collect your voting cards from you.
Attendance online
If you wish toattend the meeting online,please go to
www.virtualmeeting.co.nz/pot25. You will require your CSN/Holder Number
for verification purposes. More information regarding online attendance at
the Meeting (including how to vote and ask questions during the Meeting) is
available in the Virtual Meeting Guide, which is available at
https://mail.cm.mpms.mufg.com/MUFG/MUFG_VirtualMeetingGuide.pdf
2 If you wish to appoint a proxy to attend the Annual Meeting and vote on your
behalf:
(a) Appointing a proxy by mail
If you wish to appoint another person as your proxy, you will need to
complete your enclosed Proxy Form.
Please read the information on your Proxy Form carefully. Insert the name of
the person you wish to appoint in the area provided. Complete the voting
boxes by indicating on the Proxy Form how you wish the proxy to vote.
If you return the Proxy Form without indicating how you wish to vote, your
proxy will vote as s/he sees fit or abstain from voting.
Please advise your proxy that s/he must register at the registration desk prior
to entering the meeting room to obtain the necessary voting papers to vote
on your behalf.

The Proxy/Representative Form must be completed, signed and received by
MUFG Pension & Market Services, no later than 1.00pm Wednesday 29
October 2025.
(b) Appointing a proxy electronically
You can appoint your proxy electronically. To appoint your proxy
electronically you need to go to the website of our registry,
https://nz.investorcentre.mpms.mufg.com/voting/POT and follow the
prompts. You will be required to enter your CSN/Holder Number and
Authorisation Code (FIN).
You will be required to select or enter the name of the person who you wish
to nominate as your proxy in the required field and specify how you wish
your proxy to vote on your behalf.
Please advise your proxy that s/he must register at the registration desk prior
to entering the meeting room to obtain the necessary voting papers to vote
on your behalf.
Electronic proxy appointments and voting will close at 1.00pm on Wednesday
29 October 2025.
You can return your proxy form to our registry, MUFG Pension & Market
Services, in one of the following ways:
▪mail it to MUFG Pension & Market Services in the reply-paid envelope provided, or
▪address it to MUFG Pension & Market Services, PO Box 91976, Victoria Street West,
Auckland 1142, New Zealand, or
▪deliver it to MUFG Pension & Market Services, Level 30, PwC Tower, 15 Customs
Street West, Auckland, or
▪scan and email it tomeetings.nz@cm.mpms.mufg.com (please put the words“POT
Proxy Form” in the subject line for easy identification), or
▪vote onlineas per the instructions in the section above.
The Proxy Form must be received by MUFG Pension & Market Services no later than
1.00pm Wednesday 29 October 2025, which is 48 hours prior to the meeting, to be valid.
If you haveany questionsregarding the voting, pleasecontact the MUFG Pension &
Market Services helpline on (phone) 09 375 5998.

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

---

LODGE YOUR PROXY
Online:
https://nz.investorcentre.mpms.mufg.com/voting/POT
Scan & email: Mail:
meetings.nz@cm.mpms.mufg.com Use the enclosed reply paid
envelope or address to:
Deliver: MUFG Pension & Market Services
MUFG Pension & Market Services PO Box 91976
Level 30, PwC Tower Victoria Street West
15 Customs Street West, Auckland 1010 Auckland 1142
Scan this QR code with your smartphone and vote online
General Enquiries
+64 9 375 5998 | enquires.nz@cm.mpms.mufg.com
Proxy Form/Admission Card for Port of Tauranga Limited’s 2025 Annual Meeting
The 2025 Annual Meeting of shareholders of Port of Tauranga Limited will be held at Stadium Lounge, Mercury Baypark, 81 Truman Lane,
Mount Maunganui, on Friday 31 October 2025, commencing at 1.00pm.
Shareholders are also able to attend the Annual Meeting online via the MUFG Pension & Market Services Virtual Meeting platform at
www.virtualmeeting.co.nz/pot25. If you will be attending online, you will require your CSN/Holder Number for verification purposes. If you will
not attend the Meeting but wish to be represented by proxy, please complete and return this form (in accordance with the lodgement
instructions above) to Port of Tauranga’s share registry, MUFG Pension & Market Services, by no later than 1.00pm, Wednesday 29 October
2025. You can also appoint your proxy and vote on the resolutions on the reverse of this form online by going to
https://nz.investorcentre.mpms.mufg.com/voting/POT or by scanning the QR code above with your smartphone.
Appointment of proxy
The “Chair of the Meeting” is willing to act as proxy for any shareholder who wishes to appoint him/her for that purpose. If you wish, you may
appoint the “Chair of the Meeting” as your proxy. To do so, please write “Chair of the Meeting” in the section marked “full name of proxy”. The
Chair will vote according to your instructions. If the Chair is not instructed how to vote, he/she will vote as he/she thinks fit or abstain from
voting. If you do not appoint a proxy your Proxy Form will be invalid. A shareholder entitled to attend and vote is entitled to appoint a proxy or,
in the case of a corporate shareholder, a representative to attend and vote instead of him/her and that proxy or representative need not also be
a shareholder.
Voting of your holding
Direct your proxy how to vote by making the appropriate election, either online or on this Proxy Form, in respect of each item of business. If you
return this form without directing the proxy how to vote on any particular matter, the proxy may vote as he/she thinks fit or abstain from voting.
Voting restrictions
The company will, as required by the NZX Listing Rules, disregard any votes cast on resolution 3, by any Director, and any Associated Person of
that Director, (as defined in the NZX Listing Rules) where that Director is intended to receive a payment or benefit from the approved
remuneration pool, except where the vote is cast by a Director (or one of their Associated Persons) as proxy for a shareholder who is entitled to
vote and that Director (or Associated Person) votes in accordance with express instructions to vote for or against a particular resolution on the
Proxy Form.

Attending the Meeting
If you wish to vote in person, you should attend the Meeting. Please bring this form with you to the Meeting to assist with your registration. A
corporation may appoint a person to attend and vote at the Meeting as its representative in the same manner as that in which it could appoint a
proxy. That person need not also be a shareholder. Shareholders are also able to attend the Annual Meeting online at
www.virtualmeeting.co.nz/pot25. If you will be attending online, you will require your CSN/Holder Number for verification purposes. More
information regarding virtual attendance at the Meeting (including how to vote and ask questions virtually during the Meeting) is available in the
Virtual Meeting Guide, which is available at https://mail.cm.mpms.mufg.com/MUFG/MUFG_VirtualMeetingGuide.pdf.
Signing instructions for Proxy Forms
Individual: Where the holding is in one name, this Proxy Form must be signed by the shareholder or his/her/its attorney duly authorised in
writing.
Joint h olding: Where the holding is in more than one name, this Proxy Form may be signed by either of the joint shareholders (or their duly
authorised attorney).
Power of Attorney: This Proxy Form and the power of attorney or other authority, if any, under which it is signed, or a copy of that power or
authority certified by a Notary Public must be deposited or mailed to be received at the office of MUFG Pension & Market Services, in any
manner as per the instructions above, not later than 1.00pm on Wednesday 29 October 2025.
Corporate shareholder: In the case of a corporate shareholder, this Proxy Form must be signed by a Director or a duly authorised officer acting
under the express or implied authority of the shareholder, or an attorney duly authorised by the shareholder.

Proxy/Corporate Representative Form
Step 1: Appoint a proxy to vote on your behalf
I/We being a shareholder(s) of Port of Tauranga Limited
appoint __________________________________________________ of _____________________________________________________________________
(full name of proxy) (email address)
or failing that person __________________________________________________ of _____________________________________________________________________
(full name of proxy) (email address)
as my/our proxy to vote for me/us on my/our behalf at the Annual Meeting of Port of Tauranga Limited to be held on Friday 29 October 2025, at
1.00pm and at any adjournment of that meeting.
Step 2: Items of business – proxy voting instructions
Complete this part if you have appointed a proxy above and you want to direct the proxy as to how the proxy should vote.
Please note: For each resolution you must tick one box. If you mark the abstain box for an item, you are directing your proxy not to vote on your
behalf during a poll and your votes will not be counted computing the required majority, for that item.
Ordinary business
To consider and, if thought fit, pass the following ordinary resolutions:
Tick () in box to vote
For Against Abstain Discretion
Re-election of Director
Resolution 1 T hat Mr Dean Bracewell be re-elected as a Director of the company.
 
Resolution 2 T hat Mr Brodie Stevens be re-elected as a Director of the company.
 
Directors’ remuneration
Resolution 3 T hat the Directors’ fees pool be increased by $106,500, from $1,125,000
(plus GST if any), to $1,231,500 per annum (plus GST if any), with the aggregate
amount payable to all Directors of the company for their services as Directors of the
company, to be divided amongst the Directors as the Board may determine.
 
Auditors
Resolution 4 That the Auditor-General be reappointed as Auditor of the company
pursuant to section 19 of the Port Companies Act 1988 and that the Directors are
authorised to fix the Auditor’s remuneration for the ensuing year.
 
and to vote on any resolutions to amend any of the resolutions, on any resolution so amended, and on any other resolution proposed at the
meeting (or any adjournment thereof). Unless otherwise instructed as above, the proxy will vote to abstain from voting on each such resolution.
The proxy is appointed only in respect of the above meeting or any adjournment thereof.
Step 3: Shareholder questions
Shareholders present at the Annual Meeting (either in person or via the Virtual Annual Meeting) will have the opportunity to ask questions
during the meeting. If you cannot attend the Annual Meeting but would like to ask a question, you can submit a question online by going to
https://nz.investorcentre.mpms.mufg.com/voting/POT and completing the online validation process or complete the question section below and
return to MUFG Pension & Market Services. Questions will need to be submitted by 1.00pm on Wednesday 29 October 2025. The Board will
address and answer questions at the Annual Meeting.
Sign: Signature of shareholder(s) – this section must be completed
Shareholder 1 Shareholder 2 Shareholder 3
or duly authorised officer or attorney or duly authorised officer or attorney or duly authorised officer or attorney
Contact name ___________________________________________ Contact daytime telephone __________________________ Date __________________________
Electronic Investor Communications: If you received the Notice of Meeting and Proxy Form by mail and wish to receive your future investor
communications by email please provide your email address below.
Question: