D&O Disclosures

Ongoing Disclosure Notice
Disclosure of Directors and Senior Managers Relevant Interests
Sections 297(2) and 298(2), Financial Markets Conduct Act 2013
To NZX Limited; and
Name of listed issuer:
Napier Port Holdings Limited
Date this disclosure made:
6-Jan-26
Date of last disclosure:
23-Dec-24
Director or senior manager giving disclosure
Full name(s):
Todd Dawson
Name of listed issuer:
Napier Port Holdings Limited
Name of related body corporate (if applicable):
N/A
Position held in listed issuer:
Chief Executive Officer of Port of Napier
Limited
Summary of relevant interests after acquisition or disposal:
Class of quoted financial products:
Rights to ordinary shares in Napier Port
Holdings Limited under the Napier Port
Holdings Executive LTI Plan
Nature of relevant interest:
Beneficial owner and entitlement to become
legal and benefical owner subject to the
meeting of criteria under the Napier Port
Holdings Executive LTI Plan
For that relevant interest,-
Number held in class before acquisition or disposal:228,065
Number held in class after acquisition or disposal:160,928
Current registered holder(s):N/A
For a derivative relevant interest,-
Type of derivative:N/A
Registered holder(s) once transfers are registered:
N/A
Summary of acquisition or disposal of specified derivatives relevant interest (if applicable)
Type of affected derivative:
N/A
Class of underlying financial products:
N/A
Details of affected derivative-
The notional value of the derivative (if any) or the notional amount of underlying
financial products (if any):
N/A
A statement as to whether the derivative is cash settled or physically settled:
N/A
Maturity date of the derivative (if any):
N/A
Expiry date of the derivative(if any):
N/A
The price specified in the terms of the derivative (if any):
N/A
Any other details needed to understand how the amount of the consideration payable
under the derivative or the value of the derivative is affected by the value of the
underlying financial products:
N/A
For that derivative,-
Parties to the derivative:
N/A
If the director or senior manager is not a party to the derivative, the nature of the
relevant interest in the derivative:
N/A
Details of transactions giving rise to acquisition or disposal
Total number of transactions to which notice relates: Two

Details of transactions requiring disclosure-
Date of transaction:24-Dec-25
Nature of transaction:
Vesting of rights to ordinary shares in
Napier Port Holding Limited under the
Napier Port Holding Executive LTI Plan.
67,137 Rights (granted December 2022)
converted to 71,497 ordinary shares
(inclusive of 8,388 dividend shares) by
transfer of treasury shares from NPHL.
Lapsed rights under the NPHL LTIP of
4,028.
Name of any other party or parties to the transaction (if known):N/A
The consideration, expressed in New Zealand dollars, paid or received for the
acquisition or disposal. If the consideration was not in cash and cannot be readily by
converted into a cash value, describe the consideration:
Nil
Number of financial products to which the transaction related: 67,137
If the issuer has a financial products trading policy that prohibits directors or senior
managers from trading during any period without written clearance (a closed period)
include the following details—
Whether relevant interests were acquired or disposed of during a closed period:N/A
Whether prior written clearance was provided to allow the acquisition or disposal to
proceed during the closed period:
N/A
Date of the prior written clearance (if any):
N/A
Details of transactions requiring disclosure-
Date of transaction:29 Dec 2025 & 5 Jan 2026
Nature of transaction:
Disposal of Napier Port Holdings Limited
ordinary shares to meet PAYE obligation on
transfer of vested LTIP shares.
Name of any other party or parties to the transaction (if known):N/A
The consideration, expressed in New Zealand dollars, paid or received for the
acquisition or disposal. If the consideration was not in cash and cannot be readily by
converted into a cash value, describe the consideration:
103,087
Number of financial products to which the transaction related: 27,602
If the issuer has a financial products trading policy that prohibits directors or senior
managers from trading during any period without written clearance (a closed period)
include the following details—
Whether relevant interests were acquired or disposed of during a closed period:N/A
Whether prior written clearance was provided to allow the acquisition or disposal to
proceed during the closed period:
N/A
Date of the prior written clearance (if any):
N/A
Summary of other relevant interests after acquisition or disposal:
Class of quoted financial products:Ordinary shares
Nature of relevant interest:Beneficial owner
For that relevant interest,-
Number held in class:1,923
Current registered holder(s):
Pacific Custodians (New Zealand) Limited
For a derivative relevant interest,-
Type of derivative:N/A
Summary of other relevant interests after acquisition or disposal:
Class of quoted financial products:
Ordinary shares
Nature of the relevant interest(s):
Legal and beneficial owner
For that relevant interest-
Number held in class:
44,105
Current registered holder(s):
N/A
Registered holder(s) once transfers are registered:
N/A

Details of derivative,-
The notional value of the derivative (if any) or the notional amount of underlying
financial products (if any):
N/A
A statement as to whether the derivative is cash settled or physically settled:N/A
Maturity date of the derivative (if any):N/A
Expiry date of the derivative (if any):N/A
The price's specified terms (if any):N/A
Any other details needed to understand how the amount of the consideration payable
under the derivative or the value of the derivative is affected by the value of the
underlying financial products:
N/A
For that derivative relevant interest,- N/A
Parties to the derivative: N/A
If the director or senior manager is not a party to the derivative, the nature of the
relevant interest in the derivative:
N/A
Certification
I, certify that, to the best of my knowledge and belief, the information contained in this
disclosure is correct and that I am duly authorised to make this disclosure by all
persons for whom it is made.
Signature of director or officer:
Date of signature:
6-Jan-26
or
Signature of person authorised to sign on behalf of director or officer:
N/A
Date of signature:
N/A
Name and title of authorised person:
N/A

Ongoing Disclosure Notice
Disclosure of Directors and Senior Managers Relevant Interests
Sections 297(2) and 298(2), Financial Markets Conduct Act 2013
To NZX Limited; and
Name of listed issuer:
Napier Port Holdings Limited
Date this disclosure made:
6-Jan-26
Date of last disclosure:
23-Dec-24
Director or senior manager giving disclosure
Full name(s):
Kristen Lie
Name of listed issuer:
Napier Port Holdings Limited
Name of related body corporate (if applicable):
N/A
Position held in listed issuer:
Chief Financial Officer of Port of Napier
Limited
Summary of acquisition or disposal of relevant interest (excluding specified derivatives)
Class of affected quoted financial products:
Rights to ordinary shares in Napier Port
Holdings Limited under the Napier Port
Holdings Executive LTI Plan
Nature of the affected relevant interest(s):
Beneficial owner and entitlement to become
legal and benefical owner subject to the
meeting of criteria under the Napier Port
Holdings Executive LTI Plan
For that relevant interest-
Number held in class before acquisition or disposal:
143,464
Number held in class after acquisition or disposal:
101,021
Current registered holder(s):
N/A
Registered holder(s) once transfers are registered:
N/A
Summary of acquisition or disposal of specified derivatives relevant interest (if applicable)
Type of affected derivative:
N/A
Class of underlying financial products:
N/A
Details of affected derivative-
The notional value of the derivative (if any) or the notional amount of underlying
financial products (if any):
N/A
A statement as to whether the derivative is cash settled or physically settled:
N/A
Maturity date of the derivative (if any):
N/A
Expiry date of the derivative(if any):
N/A
The price specified in the terms of the derivative (if any):
N/A
Any other details needed to understand how the amount of the consideration payable
under the derivative or the value of the derivative is affected by the value of the
underlying financial products:
N/A
For that derivative,-
N/A
Parties to the derivative:
N/A
If the director or senior manager is not a party to the derivative, the nature of the
relevant interest in the derivative:
N/A
Details of transactions giving rise to acquisition or disposal
Total number of transactions to which notice relates: One

Details of transactions requiring disclosure-
Date of transaction:24-Dec-25
Nature of transaction:
Vesting of rights to ordinary shares in Napier
Port Holding Limited under the Napier Port
Holding Executive LTI Plan. 42,443 Rights
(granted December 2022) converted to
45,200 ordinary shares (inclusive of 5,303
dividend shares) by transfer of treasury
shares from NPHL. Lapsed rights under the
NPHL LTIP of 2,546.
Name of any other party or parties to the transaction (if known):N/A
The consideration, expressed in New Zealand dollars, paid or received for the
acquisition or disposal. If the consideration was not in cash and cannot be readily by
converted into a cash value, describe the consideration:
Nil
Number of financial products to which the transaction related: 42,443
If the issuer has a financial products trading policy that prohibits directors or senior
managers from trading during any period without written clearance (a closed period)
include the following details—
Whether relevant interests were acquired or disposed of during a closed period:N/A
Whether prior written clearance was provided to allow the acquisition or disposal to
proceed during the closed period:
N/A
Date of the prior written clearance (if any):
N/A
Summary of acquisition or disposal of relevant interest (excluding specified derivatives)
Class of affected quoted financial products:
Ordinary shares
Nature of the affected relevant interest(s):
Legal ownership of Napier Port Holdings
Limited ordinary shares
For that relevant interest-
Number held in class before acquisition or disposal:
72,573
Number held in class after acquisition or disposal:
72,573
Current registered holder(s):
Kristen Lie
Registered holder(s) once transfers are registered:
Sharesies Nominees Ltd
Details of transactions giving rise to acquisition or disposal
Total number of transactions to which notice relates: One
Details of transactions requiring disclosure-
Date of transaction:24-Dec-25
Nature of transaction:
Transfer of legal ownership without change to
beneficial ownership, via off-market transfer
Name of any other party or parties to the transaction (if known):N/A
The consideration, expressed in New Zealand dollars, paid or received for the
acquisition or disposal. If the consideration was not in cash and cannot be readily by
converted into a cash value, describe the consideration:
Nil
Number of financial products to which the transaction related: 72,573
If the issuer has a financial products trading policy that prohibits directors or senior
managers from trading during any period without written clearance (a closed period)
include the following details—
Whether relevant interests were acquired or disposed of during a closed period:N/A
Whether prior written clearance was provided to allow the acquisition or disposal to
proceed during the closed period:
N/A
Date of the prior written clearance (if any):
N/A
Summary of other relevant interests after acquisition or disposal:
Class of quoted financial products:Ordinary shares
Nature of relevant interest:Beneficial owner
For that relevant interest,-
Number held in class:1,923
Current registered holder(s):
Pacific Custodians (New Zealand) Limited
For a derivative relevant interest,-
Type of derivative:N/A

Summary of other relevant interests after acquisition or disposal:
Class of quoted financial products:
N/A
Nature of relevant interest:
N/A
For that relevant interest,-
Number held in class:
N/A
Current registered holder(s):
N/A
For a derivative relevant interest,-
Type of derivative:N/A
Certification
I, certify that, to the best of my knowledge and belief, the information contained in this
disclosure is correct and that I am duly authorised to make this disclosure by all
persons for whom it is made.
Signature of director or officer:
Date of signature:6-Jan-26
or
Signature of person authorised to sign on behalf of director or officer:N/A
Date of signature:N/A
Name and title of authorised person:N/A

Ongoing Disclosure Notice
Disclosure of Directors and Senior Managers Relevant Interests
Sections 297(2) and 298(2), Financial Markets Conduct Act 2013
To NZX Limited; and
Name of listed issuer:
Napier Port Holdings Limited
Date this disclosure made:
6-Jan-26
Date of last disclosure:
23-Dec-24
Director or senior manager giving disclosure
Full name(s):
Adam Harvey
Name of listed issuer:
Napier Port Holdings Limited
Name of related body corporate (if applicable):
N/A
Position held in listed issuer:
Chief Operating Officer of Port of
Napier Limited
Summary of acquisition or disposal of relevant interest (excluding specified derivatives)
Class of affected quoted financial products:
Rights to ordinary shares in Napier
Port Holdings Limited under the
Napier Port Holdings Executive LTI
Plan
Nature of the affected relevant interest(s):
Beneficial owner and entitlement to
become legal and benefical owner
subject to the meeting of criteria under
the Napier Port Holdings Executive
LTI Plan
For that relevant interest-
Number held in class before acquisition or disposal:
76,275
Number held in class after acquisition or disposal:
55,364
Current registered holder(s):
N/A
Registered holder(s) once transfers are registered:
N/A
Summary of acquisition or disposal of specified derivatives relevant interest (if applicable)
Type of affected derivative:
N/A
Class of underlying financial products:
N/A
Details of affected derivative-
The notional value of the derivative (if any) or the notional amount of underlying
financial products (if any):
N/A
A statement as to whether the derivative is cash settled or physically settled:
N/A
Maturity date of the derivative (if any):
N/A
Expiry date of the derivative(if any):
N/A
The price specified in the terms of the derivative (if any):
N/A
Any other details needed to understand how the amount of the consideration payable
under the derivative or the value of the derivative is affected by the value of the
underlying financial products:
N/A
For that derivative,-
Parties to the derivative:
N/A
If the director or senior manager is not a party to the derivative, the nature of the
relevant interest in the derivative:
N/A
Details of transactions giving rise to acquisition or disposal
Total number of transactions to which notice relates: Two

Details of transactions requiring disclosure-
Date of transaction:24-Dec-25
Nature of transaction:
Vesting of rights to ordinary shares in
Napier Port Holding Limited under the
Napier Port Holding Executive LTI
Plan. 20,911 Rights (granted
December 2022) converted to 22,270
ordinary shares (inclusive of 2,613
dividend shares) by transfer of
treasury shares from NPHL. Lapsed
rights under the NPHL LTIP of 1,254.
Name of any other party or parties to the transaction (if known):N/A
The consideration, expressed in New Zealand dollars, paid or received for the
acquisition or disposal. If the consideration was not in cash and cannot be readily by
converted into a cash value, describe the consideration:
Nil
Number of financial products to which the transaction related: 20,911
If the issuer has a financial products trading policy that prohibits directors or senior
managers from trading during any period without written clearance (a closed period)
include the following details—
Whether relevant interests were acquired or disposed of during a closed period:N/A
Whether prior written clearance was provided to allow the acquisition or disposal to
proceed during the closed period:
N/A
Date of the prior written clearance (if any):
N/A
Details of transactions requiring disclosure-
Date of transaction:30-Dec-25
Nature of transaction:
Disposal of Napier Port Holdings
Limited ordinary shares to meet PAYE
obligation on transfer of vested LTIP
shares.
Name of any other party or parties to the transaction (if known):N/A
The consideration, expressed in New Zealand dollars, paid or received for the
acquisition or disposal. If the consideration was not in cash and cannot be readily by
converted into a cash value, describe the consideration:
31,887
Number of financial products to which the transaction related: 8,698
If the issuer has a financial products trading policy that prohibits directors or senior
managers from trading during any period without written clearance (a closed period)
include the following details—
Whether relevant interests were acquired or disposed of during a closed period:N/A
Whether prior written clearance was provided to allow the acquisition or disposal to
proceed during the closed period:
N/A
Date of the prior written clearance (if any):
N/A
Summary of acquisition or disposal of relevant interest (excluding specified derivatives)
Class of affected quoted financial products:
Ordinary shares
Nature of the affected relevant interest(s):
Beneficial ownership of Napier Port
Holdings Limited ordinary shares
For that relevant interest-
Number held in class before acquisition or disposal:
10,702
Number held in class after acquisition or disposal:
24,274
Current registered holder(s):
Adam Harvey
Registered holder(s) once transfers are registered:
Sharesies Nominees Ltd
Summary of acquisition or disposal of specified derivatives relevant interest (if applicable)
Type of affected derivative:
N/A
Class of underlying financial products:
N/A
Details of affected derivative-

The notional value of the derivative (if any) or the notional amount of underlying
financial products (if any):
N/A
A statement as to whether the derivative is cash settled or physically settled:
N/A
Maturity date of the derivative (if any):
N/A
Expiry date of the derivative(if any):
N/A
The price specified in the terms of the derivative (if any):
N/A
Any other details needed to understand how the amount of the consideration payable
under the derivative or the value of the derivative is affected by the value of the
underlying financial products:
N/A
For that derivative,-
N/A
Parties to the derivative:
N/A
If the director or senior manager is not a party to the derivative, the nature of the
relevant interest in the derivative:
N/A
Details of transactions giving rise to acquisition or disposal
Total number of transactions to which notice relates: One
Details of transactions requiring disclosure-
Date of transaction:24-Dec-25
Nature of transaction:
Transfer of legal ownership without
change to beneficial ownership, via off-
market transfer
Name of any other party or parties to the transaction (if known):N/A
The consideration, expressed in New Zealand dollars, paid or received for the
acquisition or disposal. If the consideration was not in cash and cannot be readily by
converted into a cash value, describe the consideration:
Nil
Number of financial products to which the transaction related: 13,572
If the issuer has a financial products trading policy that prohibits directors or senior
managers from trading during any period without written clearance (a closed period)
include the following details—
Whether relevant interests were acquired or disposed of during a closed period:N/A
Whether prior written clearance was provided to allow the acquisition or disposal to
proceed during the closed period:
N/A
Date of the prior written clearance (if any):
N/A
Summary of other relevant interests after acquisition or disposal:
Class of quoted financial products:Ordinary shares
Nature of relevant interest:Beneficial owner
For that relevant interest,-
Number held in class:1923
Current registered holder(s):
Pacific Custodians (New Zealand)
Limited
For a derivative relevant interest,-
Type of derivative:N/A
Summary of other relevant interests after acquisition or disposal:
Class of quoted financial products:
N/A
Nature of relevant interest:
N/A
For that relevant interest,-
N/A
Number held in class:
N/A
Current registered holder(s):
N/A
For a derivative relevant interest,-
N/A
Type of derivative:N/A
Certification

I, certify that, to the best of my knowledge and belief, the information contained in this
disclosure is correct and that I am duly authorised to make this disclosure by all
persons for whom it is made.
Signature of director or officer:
Date of signature:
6-Jan-26
or
Signature of person authorised to sign on behalf of director or officer:
N/A
Date of signature:
N/A
Name and title of authorised person:
N/A

Ongoing Disclosure Notice
Disclosure of Directors and Senior Managers Relevant Interests
Sections 297(2) and 298(2), Financial Markets Conduct Act 2013
To NZX Limited; and
Name of listed issuer:
Napier Port Holdings Limited
Date this disclosure made:
6-Jan-26
Date of last disclosure:
23-Dec-24
Director or senior manager giving disclosure
Full name(s):
David Kriel
Name of listed issuer:
Napier Port Holdings Limited
Name of related body corporate (if applicable):
N/A
Position held in listed issuer:
General Manager Commercial of Port
of Napier Limited
Summary of acquisition or disposal of relevant interest (excluding specified derivatives)
Class of affected quoted financial products:
Rights to ordinary shares in Napier
Port Holdings Limited under the
Napier Port Holdings Executive LTI
Plan
Nature of the affected relevant interest(s):
Beneficial owner and entitlement to
become legal and benefical owner
subject to the meeting of criteria
under the Napier Port Holdings
Executive LTI Plan
For that relevant interest-
Number held in class before acquisition or disposal:
76,481
Number held in class after acquisition or disposal:
53,328
Current registered holder(s):
N/A
Registered holder(s) once transfers are registered:
N/A
Summary of acquisition or disposal of specified derivatives relevant interest (if applicable)
Type of affected derivative:
N/A
Class of underlying financial products:
N/A
Details of affected derivative-
The notional value of the derivative (if any) or the notional amount of underlying
financial products (if any):
N/A
A statement as to whether the derivative is cash settled or physically settled:
N/A
Maturity date of the derivative (if any):
N/A
Expiry date of the derivative(if any):
N/A
The price specified in the terms of the derivative (if any):
N/A
Any other details needed to understand how the amount of the consideration payable
under the derivative or the value of the derivative is affected by the value of the
underlying financial products:
N/A
For that derivative,-
Parties to the derivative:
N/A
If the director or senior manager is not a party to the derivative, the nature of the
relevant interest in the derivative:
N/A
Details of transactions giving rise to acquisition or disposal
Total number of transactions to which notice relates: Two

Details of transactions requiring disclosure-
Date of transaction:24-Dec-25
Nature of transaction:
Vesting of rights to ordinary shares in
Napier Port Holding Limited under
the Napier Port Holding Executive
LTI Plan. 23,153 Rights (granted
December 2022) converted to 24,657
ordinary shares (inclusive of 2,893
dividend shares) by transfer of
treasury shares from NPHL.
Name of any other party or parties to the transaction (if known):N/A
The consideration, expressed in New Zealand dollars, paid or received for the
acquisition or disposal. If the consideration was not in cash and cannot be readily by
converted into a cash value, describe the consideration:
Nil
Number of financial products to which the transaction related: 23,153
If the issuer has a financial products trading policy that prohibits directors or senior
managers from trading during any period without written clearance (a closed period)
include the following details—
Whether relevant interests were acquired or disposed of during a closed period:N/A
Whether prior written clearance was provided to allow the acquisition or disposal to
proceed during the closed period:
N/A
Date of the prior written clearance (if any):
N/A
Details of transactions requiring disclosure-
Date of transaction:29-Dec-25
Nature of transaction:
Disposal of Napier Port Holdings
Limited ordinary shares to meet
PAYE obligation on transfer of vested
LTIP shares.
Name of any other party or parties to the transaction (if known):N/A
The consideration, expressed in New Zealand dollars, paid or received for the
acquisition or disposal. If the consideration was not in cash and cannot be readily by
converted into a cash value, describe the consideration:
35,659
Number of financial products to which the transaction related: 9,726
If the issuer has a financial products trading policy that prohibits directors or senior
managers from trading during any period without written clearance (a closed period)
include the following details—
Whether relevant interests were acquired or disposed of during a closed period:N/A
Whether prior written clearance was provided to allow the acquisition or disposal to
proceed during the closed period:
N/A
Date of the prior written clearance (if any):
N/A
Summary of other relevant interests after acquisition or disposal:
Class of quoted financial products:Ordinary shares
Nature of relevant interest:Beneficial owner
For that relevant interest,-
Number held in class:1,923
Current registered holder(s):
Pacific Custodians (New Zealand)
Limited
For a derivative relevant interest,-
Type of derivative:N/A
Summary of other relevant interests after acquisition or disposal:
Class of quoted financial products:Ordinary shares
Nature of relevant interest:Legal and beneficial owner
For that relevant interest,-
Number held in class:18,776
Current registered holder(s):David Kriel
For a derivative relevant interest,-
Type of derivative:N/A
Details of derivative,-
The notional value of the derivative (if any) or the notional amount of underlying
financial products (if any):
N/A
A statement as to whether the derivative is cash settled or physically settled:N/A
Maturity date of the derivative (if any):N/A
Expiry date of the derivative (if any):N/A
The price's specified terms (if any):N/A
Any other details needed to understand how the amount of the consideration payable
under the derivative or the value of the derivative is affected by the value of the
underlying financial products:
N/A
For that derivative relevant interest,- N/A
Parties to the derivative: N/A
If the director or senior manager is not a party to the derivative, the nature of the
relevant interest in the derivative:
N/A

Certification
I, certify that, to the best of my knowledge and belief, the information contained in this
disclosure is correct and that I am duly authorised to make this disclosure by all persons
for whom it is made.
Signature of director or officer:
Date of signature:
6-Jan-26
or
Signature of person authorised to sign on behalf of director or officer:
N/A
Date of signature:
N/A
Name and title of authorised person:
N/A