POT Notice of Annual Meeting 29 October 2026

Port of Tauranga Limited - Notice of 2026 Annual Meeting Page 1 of 10


+64 7 572 8899
port-tauranga.co.nz
2 Salisbury Avenue
Mount Maunganui
New Zealand
Private Bag 12504
Tauranga Mail Centre
Tauranga 3143
New Zealand
Notice of 2026 Annual Meeting
Notice is given that the Annual Meeting of shareholders of Port of Tauranga Limited will be held at:
Stadium Lounge, Mercury Baypark
81 Truman Lane, Mount Maunganui
and online at
www.virtualmeeting.co.nz/pot26
on
Thursday 29 October 2026
commencing at 1.00pm
Key dates
Written questions close 1.00pm, Tuesday 27 October 2026
Proxy forms and electronic voting close 1.00pm, Tuesday 27 October 2026
Annual Meeting 1.00pm, Thursday 29 October 2026
Business and agenda of the meeting
A
Chair’s address

B
Chief Executive’s address

C
Receive and consider the Integrated Annual Report
To receive and consider the Integrated Annual Report of the company for the year ended
30 June 2026, including the audit report and financial statements.

Business and agenda of the meeting
Port of Tauranga Limited - Notice of 2026 Annual Meeting Page 2 of 10
D
Ordinary resolutions
To consider and if thought fit, to pass the following ordinary resolutions:
Election and re-election of Directors (refer to explanatory note)
Resolution 1 That Mr Ken Shirley be elected as a Director of the company.
Resolution 2 That Mr Fraser Whineray, having retired from office and being eligible for re-
election, be re-elected as a Director of the company.
Auditors
Resolution 3 That the Auditor-General be reappointed as Auditor of the company
pursuant to section 19 of the Port Companies Act 1988 and that the
Directors are authorised to fix the Auditor’s remuneration for the ensuing
year.

E
General business and shareholder questions
Questions for the Annual Meeting
Shareholders are invited to submit written questions prior to the Annual Meeting. Questions can be
submitted online by going to https://nz.investorcentre.mpms.mufg.com/voting/POT and completing
the online validation process. Alternatively, shareholders can complete the question section on the
Proxy Form and return to MUFG Pension & Market Services.
Questions will need to be submitted before 1.00pm on Tuesday 27 October 2026. The Board will
address and answer questions at the Annual Meeting.
By order of the Board

Simon Kebbell
Chief Financial Officer

Notes, port tour and proxies
Port of Tauranga Limited - Notice of 2026 Annual Meeting Page 3 of 10
Note: The resolutions required for agenda item numbers 1 to 3 are ordinary resolutions. An
ordinary resolution requires at least 50% of the votes of shareholders entitled to vote and
voting on the resolution to be cast in favour of the resolution. Voting will be conducted by
poll, in accordance with NZX Listing Rule 6.1.1.
There are no voting restrictions on any shareholders to prevent them from exercising their
vote on any resolutions being considered at the Annual Meeting.
Invitation to partake in port tour
At the conclusion of the Annual Meeting, afternoon tea will be served. We invite all shareholders to
participate in a port tour at the conclusion. Transport will be provided outside the Stadium Lounge.
Due to security regulations, anyone wishing to partake in the port tour must provide photo
identification.
Proxies
A shareholder entitled to attend and vote may appoint a proxy or, in the case of a corporate
shareholder, a representative, to attend and vote on his/her behalf. The proxy or representative
you appoint need not necessarily be a shareholder of the company. A form of appointment is
enclosed. Address for proxies: MUFG Pension & Market Services, PO Box 91976, Victoria Street
West, Auckland 1142, New Zealand. A proxy 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 Notary Public, must be
deposited or mailed to be received at the address specified above not later than 1.00pm on
Tuesday 27 October 2026.
Shareholders are also able to vote electronically as per the attached “Voting instructions for
shareholders”.
Explanatory note
Election and re-election of Directors
The company currently has seven Directors. At this meeting, shareholders are requested to
consider the election of Mr Ken Shirley and the re-election of Mr Fraser Whineray as Directors of
the company.

Explanatory note – election of Director
Port of Tauranga Limited - Notice of 2026 Annual Meeting Page 4 of 10

Election of Director
Kenneth (Ken) Lex Shirley
BSc, Chartered Member IOD

Under the NZX Listing Rule 2.7.1, a Director appointed by the Board must not hold office (without
election) beyond the next annual meeting following that Director’s appointment.
Mr Shirley offers himself for election at the Annual Meeting with the unanimous support of the
Board. The Board considers him to be a non-independent Director due to his appointment
relationship with Quayside Holdings Limited.
Accordingly, it is proposed to consider, and if thought fit, to elect Mr Kenneth Lex Shirley as a
Director of the company.
Mr Shirley’s details are set out below:
Mr Ken Shirley was appointed by the Board as a Quayside Holdings Limited nominated Director
with effect from 1 April 2026.
Ken has been a Bay of Plenty Regional Councillor since his election in 2022.
Ken brings decades of leadership experience across public policy, industry advocacy and executive
governance. Ken served as Minister of Fisheries and Associate Minister of Agriculture, Forestry and
Health during his time as a Member of Parliament, representing the Labour Party and later ACT
New Zealand.
He has held a number of executive roles, including Chief Executive of Organics Aotearoa New
Zealand, Medicines New Zealand, the New Zealand Forest Owners Association and the Road
Transport Forum. His role at the Road Transport Forum involved leadership in the multi-modal
freight and logistics sector at national and international levels, including liaison with port
companies.
Ken is currently Chair of the Regional Transport Committee.

Explanatory note – re-election of Director
Port of Tauranga Limited - Notice of 2026 Annual Meeting Page 5 of 10

Re-election of Director
Fraser Scott Whineray
BE (Hons) Chemical and Process Engineering, MBA

Under the NZX Listing Rule 2.7.1, a Director must not hold office past the later of three years and
the third Annual Meeting after their appointment without being re-elected by shareholders. No
Directors are required to retire from office at the Annual Meeting under the NZX Listing Rule 2.7.1.
However, the Directors advise that Mr Fraser Whineray is due to retire by rotation at the 2027
Annual Meeting alongside Julia Hoare, Alison Andrew and Sir Robert McLeod. The Board is
conscious of the need to balance the benefits of continuity and experience with the need for
orderly succession over time. Mr Whineray is standing for re-election early, to support an orderly
pattern of director rotation. Mr Whineray offers himself for re-election at the Annual Meeting with
the unanimous support of the Board.
The Board considers him to be a non-independent Director due to his appointment relationship
with Quayside Holdings Limited.
Mr Whineray joined the Board in November 2023 as a Quayside Holdings Limited nominated
Director and was subsequently elected by shareholders at the Port of Tauranga’s 2024 Annual
Meeting.
Mr Whineray’s 2023 appointment letter as a Director of Quayside Holdings Limited included a term
under which he agreed that, if appointed a Director of Port of Tauranga Limited, he would be
treated as a member of the Bay of Plenty Regional Council (“Council) for the purposes of section
6(1)(b) of the Port Companies Act 1988, and that he would resign as a Director of Port of Tauranga
Limited if he ceased to be a Director of Quayside Holdings Limited. On this basis, Mr Whineray’s
initial appointment to the Board was treated as one of the two director positions able to be held by
members or employees of Council-related bodies under section 6(1)(b) of the Port Companies Act
1988, consistent with Council’s Appointment and Remuneration Policy for Directors of Council
Organisations (the “Policy”).
In connection with Mr Whineray’s proposed re-election at this Annual Meeting, Council has resolved
to waive the resignation requirement described above. Accordingly, if re-elected, Mr Whineray will
continue as a Director on the basis of Quayside Holdings Limited’s nomination, rather than as a
Council-appointed Director for the purposes of the Policy of section 6(1)(b).
Accordingly, it is proposed to consider, and if thought fit, to re-elect Mr Fraser Scott Whineray. Mr
Whineray’s details are set out below:
Fraser is an Independent Chair of TenPeaks Data Centres and an Independent non-Executive
Director of Waste Management NZ. His executive career includes serving as Chief Executive Officer
of Mercury and Chief Operating Officer of Fonterra Co-operative Group. He has also held
governance roles with Tilt Renewables and AgriZero™.

Getting to the Annual Meeting
Port of Tauranga Limited - Notice of 2026 Annual Meeting Page 6 of 10
How to get there
Location map of Mercury Baypark

Getting to the Annual Meeting
Port of Tauranga Limited - Notice of 2026 Annual Meeting Page 7 of 10
Location map of Stadium Lounge at Mercury Baypark

Parking
Free parking is available at Mercury Baypark. Upon arrival at the main entry (off Truman
Lane, Mount Maunganui – refer to above map) please follow the signs for parking.

Invitation to partake in port tour
Transport will be provided outside the Stadium Lounge. The buses will return you to the AGM
venue at the end of the tour. Due to security regulations, anyone wishing to partake in the
port tour must provide photo identification or they will be denied access to the port tour.
Expected duration of the tour is usually about one hour, depending on road traffic on the
day. Once you are on board the bus you will not be permitted to disembark at any stage
during the tour.

Voting instructions for shareholders
Port of Tauranga Limited - Notice of 2026 Annual Meeting Page 8 of 10
Port of Tauranga Limited’s Annual Meeting – Thursday 29 October 2026
Voting instructions for shareholders
Shareholders can vote in the following ways:
● Attend the meeting in person – bring your Proxy Form to the meeting as the barcode is required
to assist with your registration.
● Attend the meeting online – shareholders can attend the Meeting virtually via the online
platform at www.virtualmeeting.co.nz/pot26. You will require your CSN/Holder Number for
verification purposes. More information regarding online attendance at the Meeting (including
how to vote and ask questions during the Meeting) is available in the Virtual Meeting Guide,
which is available at https://mail.cm.mpms.mufg.com/MUFG/MUFG_VirtualMeetingGuide.pdf.
● Appoint a person as your proxy – complete the Proxy Form including how you wish them to vote
and mail back to our registry, MUFG Pension & Market Services before 1.00pm Tuesday 27
October 2026. Your appointed proxy will receive the voting paper upon registration at the
meeting.
● Electronic proxy appointments – to appoint your proxy electronically you need to go to the
website of our registry, https://nz.investorcentre.mpms.mufg.com/voting/POT and follow the
prompts to complete your proxy appointment. You will be required to enter your CSN/Holder
Number and Authorisation Code (FIN). Electronic voting will close at 1.00pm on Tuesday 27
October 2026.
Each method of voting and the way to use the form enclosed with this Notice of Meeting are
explained in detail below. Please read this section carefully. Choose only one voting option.
Full details on how to return your Proxy Form/s to the registry are available at the end of this
section.

Voting instructions for shareholders
Port of Tauranga Limited - Notice of 2026 Annual Meeting Page 9 of 10
1. If you wish to attend and vote during the annual meeting:
Attendance in person
If you wish to attend the meeting, you must register at the registration desk prior to
entering the meeting. The registration and poll will be managed by our registry, MUFG
Pension & Market Services.
Please bring your Proxy Form with you to the meeting to present at the registration desk as
the barcode on your form is required to assist with your registration.
Upon registration you will receive a separate voting card to complete and mark the way you
wish to vote at the time that each poll is put to the meeting by the Chairperson. Once the
voting is completed, MUFG Pension & Market Services will collect your voting cards from
you.
Attendance online
If you wish to attend the meeting online, please go to www.virtualmeeting.co.nz/pot26. You
will require your CSN/Holder Number for verification purposes. More information
regarding online attendance at the Meeting (including how to vote and ask questions
during the Meeting) is available in the Virtual Meeting Guide, which is available at
https://mail.cm.mpms.mufg.com/MUFG/MUFG_VirtualMeetingGuide.pdf.
2. If you wish to appoint a proxy to attend the Annual Meeting and
vote on your behalf:
(a) Appointing a proxy by mail
If you wish to appoint another person as your proxy, you will need to complete your
enclosed Proxy Form.
Please read the information on your Proxy Form carefully. Insert the name of the person
you wish to appoint in the area provided. Complete the voting boxes by indicating on the
Proxy Form how you wish the proxy to vote.
If you return the Proxy Form without indicating how you wish to vote, your proxy will vote
as s/he sees fit or abstain from voting.
Please advise your proxy that s/he must register at the registration desk prior to entering
the meeting room to obtain the necessary voting papers to vote on your behalf.
The Proxy/Representative Form must be completed, signed and received by MUFG Pension
& Market Services, no later than 1.00pm Tuesday 27 October 2026.
(b) Appointing a proxy electronically
You can appoint your proxy electronically. To appoint your proxy electronically you need to
go to the website of our registry, https://nz.investorcentre.mpms.mufg.com/voting/POT and
follow the prompts. You will be required to enter your CSN/Holder Number and
Authorisation Code (FIN).

Voting instructions for shareholders
Port of Tauranga Limited - Notice of 2026 Annual Meeting Page 10 of 10
You will be required to select or enter the name of the person who you wish to nominate as
your proxy in the required field and specify how you wish your proxy to vote on your
behalf.
Please advise your proxy that s/he must register at the registration desk prior to entering
the meeting room to obtain the necessary voting papers to vote on your behalf.
Electronic proxy appointments and voting will close at 1.00pm on Tuesday 27 October
2026.

You can return your proxy form to our registry, MUFG Pension & Market Services, in one
of the following ways:
● mail it to MUFG Pension & Market Services in the reply-paid envelope provided, or
● address it to MUFG Pension & Market Services, PO Box 91976, Victoria Street West,
Auckland 1142, New Zealand, or
● deliver it to MUFG Pension & Market Services, Level 30, PwC Tower, 15 Customs Street
West, Auckland, or
● scan and email it to meetings.nz@cm.mpms.mufg.com (please put the words “POT Proxy
Form” in the subject line for easy identification), or
● vote online as per the instructions in the section above.

The Proxy Form must be received by MUFG Pension & Market Services no later than 1.00pm
Tuesday 27 October 2026, which is 48 hours prior to the meeting, to be valid.
If you have any questions regarding the voting, please contact the MUFG Pension & Market Services
helpline on (phone) 09 375 5998.
Please note that all shareholders/proxy holders/visitors or any other person(s) who wish to attend
Port of Tauranga Limited’s Annual Meeting, must register at the registration desk prior to entering
the meeting room.
Please choose only one voting option.

---

Port of Tauranga
Connecting New Zealand and the World
Proxy Form/Admission Card
for Port of Tauranga Limited's
2026 Annual Meeting
Lodge your proxy
Online:
https://nz.investorcentre.mpms.mufg.com/voting/POT
Scan & email:
meetings.nz@cm.mpms.mufg.com
Mail:
Use the enclosed reply paid
envelope or address to:
MUFG Pension & Market
Services
PO Box 91976
Victoria Street West
Auckland 1142
Deliver:
MUFG Pension & Market
Services
Level 30, PwC Tower
15 Customs Street West,
Auckland 101 O
Scan this QR code with your smartphone
and vote online
General enquiries
+64 9 375 5998 I enquiries.nz@cm.mpms.mufg.com
The 2026 Annual Meeting of shareholders of Port of Tauranga Limited will be held at Stadium Lounge, Mercury
Baypark, 81 Truman Lane, Mount Maunganui, on Thursday 29 October 2026, commencing at 1.00pm.
Shareholders are also able to attend the Annual Meeting online via the MUFG Pension & Market Services Virtual Meeting platform at
www.virtualmeeting.co.nz/pot26. If you will be attending on line, you will require your CSN/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 Port of Tauranga's share registry, MUFG Pension & Market Services, by no later than 1.00pm, Tuesday 27 October 2026.
You can also appoint your proxy and vote on the resolutions on the reverse of this form on line by going to
https://nz.investorcentre.mpms.mufg.com/voting/POT or by scanning the QR code above with your smartphone.
A
ppointment of proxy
The "Chair of the Meeting" is willing to act as proxy for any
shareholder who wishes to appoint him/her for that purpose. If you
wish, yo
u may appoint the "Chair of the Meeting" as your proxy. To do
so, please write "Chair of the Meeting" in the section marked "full
name of
proxy". The Chair will vote according to your instructions. If
the Chair is not instructed how to vote, he/she will vote as he/she
thinks fit or
abstain from voting. If you do not appoint a proxy your
Proxy Form will be invalid. A shareholder entitled to attend and vote is
e
ntitled to appoint a proxy or, in the case of a corporate shareholder,
a r
epresentative to attend and vote instead of him/her and that proxy
or representative need n
ot also be a shareholder.
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 item of
business. If
you return this form without directing the proxy how to
vote o
n any particular matter, the proxy may vote as he/she thinks fit
or abstain from voting.
A
ttending the Meeting
If you wish to vote in person, you should attend the Meeting. Please
bring this form with you to the Meeting to assist with your
registration. A corporation may appoint a person to attend and vote
a
t 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. Shareholders are also able to attend the Annual Meeting
online at www.virtualmeeting.co.nz/pot26. If you will be attending
on line, you will require your CSN/Holder Number for verification
purposes. More information regarding virtual attendance at the
Meeting (including how to vote and ask questions virtually during the
Meeting) is available i
n the Virtual Meeting Guide, which is available at
https://mail.cm.mpms.mufg.com/MUFG/MUFG_VirtualMeetingGuid
e.pdf.
Signing instructions for Proxy Forms
Individual: Where the holding is in one name, this Proxy Form must
be signed by t
he shareholder or his/her/its attorney duly authorised
in writing.
Joint holding: W
here the holding is in more than one name, this
Proxy Form may be signed by either of the joint shareholders (or their
duly authorised at
torney).
Power of A
ttorney: 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 Notary Public must be deposited
or mailed to be received at the office of MUFG Pension & Market
Services, i
n any manner as per the instructions above, not later
th
an 1.00pm on Tuesday 27 October 2026.
C
orporate shareholder: In the case of a corporate shareholder, this
Proxy Form must be signed by a Director or a duly authorised officer
a
cting under the express or implied authority of the shareholder, or
a
n attorney duly authorised by the shareholder.