Capital Change Notice - CEO Share Rights

Capital Change Notice

Updated as at February 2025


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 issuer Channel Infrastructure NZ Limited
NZX ticker code CHI
Class of financial product Unquoted share rights (Share Rights)
ISIN (If unknown, check on NZX
website)
N/A
Currency NZD
Section 2: Capital change details
Number issued/acquired/redeemed 1,563,599
Nominal value (if any) N/A
Issue/acquisition/redemption price per
security
Share Rights are issued for nil cash consideration.
Nature of the payment (for example,
cash or other consideration)
N/A
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)
161.26%
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)
This issue of Share Rights is a one-off Competitive
Advantage Award granted to the Chief Executive
Officer, Rob Buchanan (CEO) to incentivise and
reward outcomes that are demonstrably hard to
achieve and that will not otherwise be fully reflected
in the Company’s performance under the initial and
annual LTI share rights awards, and which the Board
did not consider appropriate to reward with a
discretionary cash bonus.
The award vests depending on the Board’s
assessment of the following at its discretion, in good
faith, at the end of the vesting period ending on 31
December 2029:
(a) 50% based on the successful execution of
designated projects for the Marsden Point
Energy Precinct that seek to secure a long-term
competitive advantage for the Company. The
projects seek to unlock significant value over
time as strategic tenants are attracted.
(b) 50% based on the successful execution of
designated strategic acquisitions and

developments outside of Marsden Point that seek
to secure a long-term competitive advantage for
the Company. The acquisitions or developments
seek to enhance the overall quality of the
business with measured step-outs in New
Zealand and Australia, improve the scale of the
business in New Zealand by acquisition or
development of other fuel infrastructure and
associated fuels supply chain consolidation.
Vesting of this award is subject to continued
employment through to 31 December 2029 (except in
certain “good leaver” cessation of employment
scenarios), satisfaction of a workplace safety and
environmental conditions, and maintenance of
security of product supply to Auckland.
The CEO’s cumulative LTI entitlements (including
under this one-off Competitive Advantage Award, his
initial LTI or his annual LTI awards) are subject to a
non-discretionary $10 million cap. Capacity is
assessed on date of issuance of shares under the
award by reference to the price of CHI shares on
NZX at the time of issue of the shares.
Each Share Right converts on a 1:1 basis for nil cash
consideration into fully paid ordinary shares.
Shares will be issued (or transferred in accordance
with terms of the Channel Infrastructure Share Rights
Plan) in respect of vested Share Rights as soon as
reasonably practicable after vesting, being (subject
satisfaction of vesting conditions) within 10 business
days of 31 December 2029.
Share Rights rank behind Channel Infrastructure’s
ordinary shares, are non-transferable, cannot be
encumbered, and have no voting or other share
rights. Share Rights are otherwise subject to the
terms of the offer letter and the rules of the Channel
Infrastructure Share Rights Plan, including that the
Share Rights lapse automatically in the event of
fraud, dishonesty or wilful default, and that the Board
may determine that all or some of the Share Rights
will lapse, be varied, or have conditions imposed
upon them, or adjust the maximum number of Share
Rights the CEO is entitled to upon vesting, in
connection with other malus events.
Reason for issue/acquisition/redemption
and specific authority for
issue/acquisition/redemption/ (the
reason for change must be identified
here)
Issue of Share Rights to the CEO pursuant to the
one-off Competitive Advantage Award.
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
2,533,235

Capital Change Notice

Updated as at February 2025

Class held as Treasury Stock after the
issue/acquisition/redemption.
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
Resolution of the Board and Listing Rules 4.6.1 and
4.9.1(b).
Terms or details of the issue,
acquisition, or redemption (for example:
restrictions, escrow arrangements)
No cash consideration is payable by the CEO on the
grant of the Share Rights or on the issue or delivery
of fully paid ordinary shares following vesting of
Share Rights. As noted above, vesting of Shares
Rights is subject to continued employment, together
with other conditions noted above.
Date of issue/acquisition/redemption 26/02/2026
Section 3: Disclosure required for Placements made under Rule 4.5.1
[Issuers may opt to release Section 3 information (if not already done so) in a separate announcement within five Business Dats of
the issuance. Delete this Section 3 if capital change is not the result of a Placement under Rule 4.5.1]

Details of the approach in identifying
investors who were able to participate in
the offer and how their respective
allocations in the offer were determined.

The explanation must set out the key
objectives and criteria the Issuer
adopted in the allocation process,
whether one of those objectives was a
best effort to allocate on a pro rata basis
to existing holders of the Issuer’s Equity
Securities, and any significant
exceptions or deviations from those
objectives and criteria.
N/A
Section 4: Authority for this announcement and contact person
Name of person

authorised to make this
announcement
Chris Bougen
Contact person for this announcement Chris Bougen
Contact phone number +64 9 432 5100
Contact email address Chris.Bougen@channelnz.com
Date of release through MAP

27/02/2026