Capital Change Notice

Capital Change Notice


Section 1: Issuer information
Name of issuer Napier Port Holdings Limited
NZX ticker code NPH
Class of financial product Ordinary shares
ISIN NZNPHE0005S2
Currency NZD
Section 2: Capital change details
Number treasury stock transferred 163,624 ordinary shares
Nominal value (if any) N/A
Issue/acquisition/redemption price per security Nil
Nature of the payment (for example, cash or other
consideration)
N/A
Amount paid up (if not in full) Fully paid
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)
0.0819%
For an issue of Convertible Financial Products or Options, the
principal terms of Conversion
N/A
Reason for issue/acquisition/redemption and specific authority
for issue/acquisition/redemption/ (the reason for change must
be identified here)
Issue of Ordinary Shares by
way of transfer from treasury
stock pursuant to executive
long term incentive plan.
Total number of Financial Products of the Class after the
issue/acquisition/redemption/Conversion (excluding Treasury
Stock)
Total number of Financial Products of the Class held as
Treasury Stock after the issue/acquisition/redemption.
199,910,312 ordinary shares
(excluding treasury stock)

89,688 ordinary shares held as
treasury stock
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
Board resolution dated 24
December 2025 and Listing
Rule 4.6.
Terms or details of the issue, acquisition, or redemption (for
example: restrictions, escrow arrangements)
Transfer from treasury stock
held by the Issuer in
connection with the executive
long term incentive plan.
Issued in accordance with the
Offer Letters provided to the
holders. The shares rank

equally in all respects with
existing ordinary shares of the
Issuer at the date on which
they are issued.
Date of issue/acquisition/redemption 24 December 2025
Section 3: Authority for this announcement and contact person
Name of person

authorised to make this announcement Kristen Lie
Contact person for this announcement Kristen Lie
Contact phone number +64 6 833 4400
Contact email address kristenl@napierport.co.nz
Date of release through MAP

24 December 2025