2025 Notice of Annual Shareholders Meeting and Proxy Form

NOTICE OF ANNUAL
SHAREHOLDERS MEETING
BUSINESS AND AGENDA OF THE MEETING
A. ADDRESS OF THE CHAIR AND THE
CHIEF EXECUTIVE OFFICER
B. FINANCIAL REPORTS AND
STATEMENTS
To receive and consider the Consolidated Financial Statements
of Napier Port Holdings Limited and subsidiaries, Reports of the
Directors and of the Auditor for the year ended 30 September 2025 as
contained in the Company’s 2025 Annual Report.
C. ORDINARY RESOLUTIONS
Election and Re-election of Directors:
In August 2025 the Board appointed Hamish Stevens as a Director
of the Company. In accordance with NZX Listing Rule 2.7.1 and the
Company’s Constitution, Hamish Stevens will retire and, being eligible,
offers himself for election. Further, in accordance with Listing Rule
2.7.1 and the Company’s Constitution, Kylie Clegg and Dan Druzianic
retire and, being eligible, offer themselves for re-election.
Shareholders will be asked to consider and, if thought appropriate, to
pass the following ordinary resolutions:
1. To elect Hamish Stevens as a Director of the Company.
2. To re-elect Kylie Clegg as a Director of the Company.
3. To re-elect Dan Druzianic as a Director of the Company.
Biographies of Hamish Stevens, Kylie Clegg, and Dan Druzianic are
set out in Explanatory Note 1.
Remuneration of Auditor:
4. To authorise Directors to fix the Auditor’s remuneration for the
ensuing year. For further details, see Explanatory Note 2.
Resolutions 1, 2, 3, and 4 are considered ordinary resolutions and,
to be passed, require the approval of more than 50% of the votes
of those shareholders entitled to vote and voting on the resolution,
pursuant to section 105(2) of the Companies Act 1993.
D. GENERAL BUSINESS AND
SHAREHOLDERS’ QUESTIONS
Consideration of any Shareholder questions raised during the
meeting.
Following the formal part of the meeting, the Directors invite
Shareholders to join them for light refreshments.
On behalf of the Napier Port Holdings Limited Board,
Notice is hereby given that the Annual Shareholders Meeting of Napier Port Holdings Limited (the ‘Company’) will be held at:
Napier War Memorial Centre, 48 Marine Parade, Napier at 10.30am on Wednesday, 17 December 2025
MEETING DETAILS
The Annual Shareholders Meeting of the Company will be conducted
as a hybrid meeting. Shareholders who are not physically present
will be able to participate virtually via the MUFG Pension & Market
Services online meeting portal at www.virtualmeeting.co.nz/nph25.
The Company’s Board and Management look forward to seeing you at
the Annual Shareholders Meeting.
KEY DATES
Voting eligibility for the Annual Shareholders Meeting:
Monday, 15 December 2025, 10.30am.
Latest time for receipt of proxy appointments:
Monday, 15 December 2025, 10.30am.
Annual Shareholders Meeting:
Wednesday, 17 December 2025, 10.30am.
BLAIR O’KEEFFE
CHAIR
NAPIER PORT - TE HERENGA WAKA O AHURIRINOTICE OF ANNUAL SHAREHOLDERS MEETING 2025 / P1

NAPIER PORT - TE HERENGA WAKA O AHURIRINOTICE OF ANNUAL SHAREHOLDERS MEETING 2025 / P2
PROCEDURAL NOTES
PERSONS ENTITLED TO ATTEND
Only shareholders (with proxy form/admission card) and invited
persons are able to attend the Annual Shareholders Meeting.
PERSONS ENTITLED TO VOTE
The persons who will be entitled to vote at the meeting are those
persons (or their proxies or representatives) registered as holding
Ordinary Shares on Napier Port Holdings Limited’s share register at
10.30am, Monday 15 December 2025 (New Zealand time). Voting will
be by way of a poll.
There are no restrictions on any shareholder or group of shareholders
to prevent them from exercising their vote on any of the resolutions
being considered at the meeting.
If you wish to vote in person you should attend the Annual
Shareholders Meeting where you will be issued with a voting card.
Please bring your proxy form with you to the meeting to assist with
your registration.

PROXIES AND CORPORATE
REPRESENTATIVES
All shareholders are entitled to attend and vote at the Annual
Shareholders Meeting or to appoint a proxy or representative (in
case of a corporate shareholder), to attend and vote on their behalf.
The appointment of a proxy or representative does not preclude a
shareholder from attending and voting at the Annual Shareholders
Meeting in place of the proxy or representative. A proxy need not be a
shareholder of the Company. You may, if you wish, appoint ‘The Chair
of the Annual Shareholders Meeting’ as your proxy by filling in the
proxy form to that effect.
A proxy can be appointed online at:
https://nz.investorcentre.mpms.mufg.com/voting/NPH
Shareholders will require their CSN/Holder Number and Authorisation
Code (FIN).
Alternatively, please use the proxy form, with which you can appoint
a proxy, that accompanies the Notice of Meeting. The Chair will vote
according to your instructions. If the Chair is not instructed how to
vote, he will vote in favour of all resolutions.
If, in appointing your proxy, you do not name a person to be your
proxy, or your named proxy does not attend the Annual Shareholders
Meeting, the Chair of the Meeting will be your proxy and may only vote
in accordance with your express direction.

RETURN OF PROXY FORMS
Proxy Forms must be received at the office of the Company’s share
registrar, MUFG Pension & Market Services, either by post to PO Box
91976, Victoria Street West, Auckland 1142, or by email to meetings.
nz@cm.mpms.mufg.com, no later than 10.30am on Monday, 15
December 2025.
Results of the voting will be posted on the Company’s website
following the conclusion of the Annual Shareholders Meeting and
finalisation of the voting results. The voting results will also be
announced to the NZX following the conclusion of the meeting.
The Company’s external auditor, Ernst & Young, will be available
at our Annual Shareholders Meeting to answer questions from
Shareholders relevant to the external audit.
VIRTUAL ANNUAL SHAREHOLDERS
MEETING
Shareholders attending and participating in the Meeting virtually via
the online platform will be able to vote and ask questions during the
Meeting. More information regarding virtual attendance at the Meeting
(including how to vote and ask questions virtually during the Meeting)
is available in the Virtual Meeting Guide, which is available at https://
mail.cm.mpms.mufg.com/MUFG/MUFG_VirtualMeetingGuide.pdf.

EXPLANATORY NOTES
1. RESOLUTIONS 1, 2 & 3: ELECTION
AND RE-ELECTION OF DIRECTORS
A brief biographical note on all three Directors is included below:
Hamish Stevens was appointed as a Director of Napier Port in
August 2025 bringing senior executive experience and a diverse
governance career spanning a wide range of sectors. Hamish is
currently Chair of Pharmaco Ltd, Embark Early Education Ltd, and
East Health Services Ltd. He is Director and Chair of the Audit
Committee at Counties Energy Ltd, and Director and Chair of the
Audit and Risk Committee at Radius Residential Care Ltd. He has
previously held governance roles at Marsden Maritime Holdings Ltd
(Chair of Audit and Risk Committee), Pacific Radiology Group Ltd
(Chair of Audit and Risk Committee), Restaurant Brands Ltd (Chair
of Audit and Risk Committee), Waikato Regional Council Audit and
Risk Committee (Independent Chair), AsureQuality Ltd (Chair of Audit
and Risk Committee), DTS Food Assurance Ltd (Chair), and Smart
Environmental Ltd (Chair of Audit Committee). Hamish is a qualified
accountant and a chartered fellow of the Institute of Directors.
Kylie Clegg was appointed as a Director in August 2022. Kylie is a
professional director with governance experience across industries
including transport, infrastructure, health and sport. Kylie has recently
finished as Deputy Commissioner of Health New Zealand | Te Whatu
Ora. Previous roles include Auckland Transport, Waitematā District
Health Board (Deputy Chair) and Counties Manukau District Health
Board involving governance across complex organisations with
large capital infrastructure programmes. Her experience is further
complemented by governance roles with Sport New Zealand, High
Performance Sport New Zealand, Halberg Foundation and New
Zealand Olympic Committee. Prior to her governance career, Kylie
was a corporate lawyer specialising in mergers and acquisitions, IPOs
and securities law with experience in the manufacturing, forestry,
banking and investment sectors. Kylie is a member of the Institute of
Directors and brings leadership skills developed as captain of the New
Zealand Black Sticks hockey team at the Sydney 2000 Olympics.
Dan Druzianic was appointed as a Director of Napier Port in
August 2022. Dan is a chartered accountant, business advisor and
professional director with broad experience across business sectors
including agribusiness, health, infrastructure, property and investment.
He holds a Commerce degree from Lincoln University, is a Fellow of
the Institute of Chartered Accountants of Australia and New Zealand
and is a member of the New Zealand Institute of Directors. Dan
resides in Hawke’s Bay and has recently finished as Chair of the
Hawke’s Bay Regional Investment Company Limited. He also sits on
the Board of the Unison Group and Bostock New Zealand Limited.
All Directors standing for election and re-election do so with the
support of the Board.
2. RESOLUTION 4: REMUNERATION OF
AUDITOR
In accordance with section 70 of the Local Government Act 2002,
Napier Port Holdings Limited is a public entity as defined in section
4 of the Public Audit Act 2001 and, in accordance with that Act, the
Auditor-General is the Auditor. The Auditor General has appointed
Ernst & Young to undertake this audit on their behalf.
The proposed resolution authorises the Board of Directors to fix the
remuneration of the Auditor for the ensuing year.
NOTICE OF ANNUAL SHAREHOLDERS MEETING 2025 / P3

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LODGE YOUR PROXY
Online:
https://nz.investorcentre.mpms.mufg.com/voting/NPH
Scan & email:
meetings.nz@cm.mpms.mufg.com
Mail:
Deliver: Use the reply paid
MUFG Pension & Market Services envelope or address to:
Level 30, PwC Tower MUFG Pension & Market Services,
15 Customs Street West, PO Box 91976
Auckland 1010 Auckland 1142

Scan this QR code with your smartphone and vote online

General Enquiries
+64 9 375 5998 | enquiries.nz@cm.mpms.mufg.com

PROXY FORM/ADMISSION CARD FOR NAPIER PORT HOLDINGS LIMITED 2025 ANNUAL MEETING
Notice is hereby given that the Annual Shareholders Meeting of Napier Port Holdings Limited (the ‘Company’) will be held at Napier War Memorial
Centre, 48 Marine Parade, Napier and virtually via the MUFG Pension & Market Services online meeting portal at www.virtualmeeting.co.nz/nph25 at
10:30am on Wednesday 17 December 2025. If you will be attending online, you will require your Holder Number for verification purposes.

If you will not attend the Meeting but wish to be represented by proxy, please complete and return this form (in accordance with the lodgement instructions
above) to Napier Port Holdings Limited’s share registry, MUFG Pension & Market Services, by no later than 10:30am, Monday 15 December 2025.

Appointment of proxy

All shareholders are entitled to attend and vote at the meeting or to appoint a proxy to vote in their place, unless specifically excluded, in the case of a
corporate shareholder, a representative to attend and vote instead of him/her and that proxy or representative need not also be a shareholder. If you wish,
you may appoint “The Chair of the Meeting” as your proxy or as alternative to your named proxy. The Chair of the Meeting intends to vote all discretionary
proxies in favour of the relevant resolution.

Voting of your holding

Direct your proxy how to vote by making the appropriate election, either online or on this Proxy Form, in respect of each resolution. If you return this form
without directing the proxy how to vote on any particular matter, the proxy may vote as he/she thinks fit or abstain from voting. If you make more than one
election in respect of a resolution your vote will be invalid on that resolution. If this Proxy Form is returned duly signed by a Shareholder with voting
instructions included, but without specifying a person that is appointed as proxy, the Chair of the Meeting is deemed to be the proxy for the purpose of
that form, but only to vote to the extent of the voting instructions provided.



Attending the meeting

If you wish to vote in person, you should attend the Meeting. Please bring this Proxy Form/Admission Card with you to the Meeting to assist with
your registration.
A corporation may appoint a person to attend and vote at the Meeting as its representative in the same manner as that in which it could appoint a proxy.
That person need not also be a shareholder.



Signing instructions for proxy forms

Individual
This Proxy Form must be signed by the shareholder or his/her/its attorney duly authorised in writing.

Joint Holding
In the case of a joint shareholding, this Proxy Form may be signed by either, or on behalf of, the joint shareholder (or their duly authorised attorney).

Power of Attorney
This Proxy Form and the power of attorney or other authority, if any, under which it is signed, or a copy of that power or authority certified by a Solicitor,
Justice of the Peace or Notary Public must be received at the office of MUFG Pension & Market Services, in any manner as per the instructions below.

Corporate Shareholder
In the case of a corporate shareholder, this Proxy Form must be signed by a Director or a duly authorised officer acting under the express or implied
authority of the shareholder, or an attorney duly authorised by the shareholder.


Go online to https://nz.investorcentre.mpms.mufg.com/voting/NPH to appoint your proxy

PROXY/CORPORATE REPRESENTATIVE FORM
STEP 1: APPOINT A PROXY TO VOTE ON YOUR BEHALF
I/We being a shareholder(s) of Napier Port Holdings Limited hereby appoint:


________________________________________________________of ______________________________________________________
(full name of proxy) (e-mail address)

Or

________________________________________________________of ______________________________________________________
(full name of proxy) (e-mail address)
as my/our proxy to vote for me/us on my/our behalf at the Annual Shareholders Meeting of the Company to be held on Wednesday 17 December 2025
and at any adjournment of that meeting and to vote on any resolutions to amend any of the resolutions, on any resolution so amended, and on any other
resolution proposed at the meeting (or any adjournment thereof). Unless otherwise instructed as above, the proxy will vote on each resolution as he/she
sees fit, or may abstain from voting. The proxy is appointed only in respect of the above meeting or any adjournment thereof.

STEP 2: ITEMS OF BUSINESS – PROXY VOTING INSTRUCTIONS
Complete this part if you have appointed a proxy above and you want to direct the proxy as to how the proxy should vote.
Please note: For each resolution you must tick one box. If you mark the abstain box for an item, you are directing your proxy not to vote on your behalf
and your votes will not be counted computing the required majority, for that item.

BUSINESS
To consider and, if thought fit, pass the following ordinary resolutions:

Tick (✓) in box to vote
For Against Abstain Discretion
1.
To elect Hamish Stevens as a Director of the Company.
   
2. To re-elect Kylie Clegg as a Director of the Company.

   
3. To re-elect Dan Druzianic as a Director of the Company.

   
4.

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

 




STEP 3: SHAREHOLDER QUESTIONS
Shareholders present at the Annual Meeting, in person or via the virtual meeting platform at www.virtualmeeting.co.nz/nph25 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/NPH 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 10:30am on Monday 15 December 2025. The Board will address and
answer questions at the Annual Meeting.








STEP 4: SIGNATURE OF SHAREHOLDER(S) This section must be completed
Shareholder 1 Shareholder 2 Shareholder 3

or duly authorised officer or attorney or duly authorised officer or attorney or duly authorised officer or attorney
Contact Name ___________________________________________ Contact Daytime Telephone _______________________ Date ____________
Electronic Investor Communications: If you received the Notice of Meeting and Proxy Form by mail and wish to receive your future investor
communications by email, please provide your email address below.
Question: