POT Capital Change Notice

Capital Change Notice
Updated as at June 2023
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.
NZX Market – Capital Change Notice Pursuant to Listing Rule 3.13.1
18 September 2026
This notice is given under NZX Listing Rule 3.13.1 and relates to the issue of unlisted Performance Share Rights
(PSRs) under the Port of Tauranga Limited (POT) Long Term Incentive Scheme (LTI Scheme).
Section 1: Issuer information
Name of issuerPort of Tauranga Limited (POT)
NZX ticker codePOT
Class of financial productUnlisted 2026/2027 performance
share rights (PSRs) issued in
accordance with the terms of the
POT’s long-term incentive (LTI)
scheme.
ISIN (If unknown, check on NZX website)Not applicable
Currency$NZ
Section 2: Capital change details
Number issued156,717 – 2026/2027 PSRs
Nominal value (if any)There is no nominal value for the
PSRs.
Issue price per securityNo amount is payable for the
grant of PSRs. One PSR gives
the participant the potential to
exercise that PSR for one
ordinary share at no cost.
Nature of the payment (for example, cash or other
consideration)
Not applicable
Amount paid up (if not in full)Not applicable
Percentage of total class of Financial Products issued
(calculated on the number of Financial Products of the
Class, excluding any Treasury Stock, in existence)
1
156,717 PSRs represent
approximately 0.02% of the
ordinary shares on issue.
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)
Not applicable
Reason for issue and specific authority for issue (the reason
for change must be identified here)
Issue of 2026/2027 PSRs in
accordance with the terms of the
POT’sLTI Scheme to incentivise
1
The percentage is to be calculated immediately before the issue, acquisition, redemption or Conversion.

selected employees to grow the
Company and to attract, motivate
and retain key employees.
Total number of Financial Products of the Class after the
issue (excluding Treasury Stock) and the total number of
Financial Products of the Class held as Treasury Stock after
the issue.
680,358,564 ordinary shares
(excluding Treasury Stock).
222,666 ordinary shares held as
Treasury Stock.
280,761 – 2024/2025 PSRs.
207,400 – 2025/2026 PSRs.
156,717 – 2026/2027 PSRs.
In the case of an acquisition of shares, whether those
shares are to be held as treasury stock
Not applicable
Specific authority for the issue, including a reference to the
rule pursuant to which the issue, is made
Directors’ resolution and
certificate.
Listing Rules 4.9.1(b) and 4.11.1.
Terms or details of the issue (for example: restrictions,
escrow arrangements)
The 2026/2027 PSRs are issued
in accordance with the terms of
the POT LTI Scheme.
Date of issue
2
18/09/2026
Section 3: Authority for this announcement and contact person
Name of personauthorised to make this announcement
Simon Kebbell
Chief Financial Officer
Contact person for this announcement
Simon Kebbell
Chief Financial Officer
Contact phone number07 572 8809
Contact email address
Simon.kebbell@port-
tauranga.co.nz
Date of release through MAP18/09/2026
2
Continuous issuers using this form in reliance on Rule 3.13.2, please indicate the period during which the relevant
issue/acquisition/redemptions were made (for example, 1 January 2019 to 31 January 2019).