Governance Presentation

Governance
presentation
12 October 2026
Connecting New Zealand and the World

Disclaimer
The information in this presentation is for information purposes and has been prepared by Port of
Tauranga Limited with due care and attention. However, neither the Company, nor any of its Directors,
officers, employees, contractors or agents, shall have any liability whatsoever to any person, for any loss
or damage resulting from the use or reliance on this presentation.
The information contained in this presentation is not intended to be relied upon as advice to investors
and does not take into account the investment objectives, financial situation or needs of any particular
investor.
Past performance is not indicative of future performance, and no guarantee of future returns is implied
or given.
The information contained in this presentation should be considered in conjunction with the Company’s
latest audited financial statements which are available in the investor section of our website.
2

Table of contents
01
Governance
4
02
Strategy
7
03
Board succession planning
13
04
Executive remuneration
16
05
Meeting resolutions
19
Presenters today
Julia Hoare
Chair, Independent
Director
Alison Andrew
Independent Director
3

01
Governance

01 Governance
Board of Directors
Elected in prior years
Up for re-election
at the 2026 Annual
Meeting
New appointment
at the 2026 Annual
Meeting
Julia Hoare
Chair, Independent
Director
Appointed August
2015
Alison Andrew
Independent
Director
Appointed April
2018
Dean Bracewell
Independent
Director
Appointed
December 2021
Sir Robert
McLeodKNZM
Independent
Director
Appointed July 2024
Previous appointment
31 October 2017 to 31
October 2023
Brodie Stevens
Independent
Director
Appointed August
2022
Fraser Whineray
Director
Appointed
November 2023
Ken Shirley
Director
Appointed April
2026, stands for
election at 2026
Annual Meeting
5

01 Governance
Board committee composition
CommitteeChairMembersEx-officio
Audit Committee
Sir Robert McLeodAlison AndrewBrodie StevensFraser WhinerayJulia Hoare
Board Health and Safety
Committee
Dean BracewellJulia HoareBrodie Stevens
People and Remuneration
Committee
Alison AndrewDean Bracewell
Ken Shirley
The Nomination Committee is comprised of the full Board.
6
Julia Hoare

02
Strategy

Our hub port strategy
Growth driversOur strategic context
International trend to bigger ships
leads to hub-and-spoke model and
increased transhipment
Forecast population growth in the
Upper North Island expected to grow
import volumes
Port capacity constraints in the North
Island
Manufacturing and distribution
centre migration – north and south of
Auckland – due to high land costs
and availability
Strategic responseOur areas of focus
Build hub-scale
infrastructure to
increase capacity
Grow cargo volumes
and capture
transhipment cargo
Increase cost savings
and efficiencies for
importers and
exporters
Provide market-
leading productivity
Secure long-term
cargo volume
agreements
Expand our network
Channel deepening –
stage 2 under way
Stella Passage
development – new
berths on both sides of
the harbour
Introduce automation to
the container terminal.
Emergence of hub-and-
spoke shipping network
will increase
transhipment volume
Scale up use of rail and
inland ports to manage
cargo volumes.
Realise big ship benefits
including lower carbon
emission intensity
Increase opportunities
for shipping line
competition to reduce
cost for importers and
exporters.
Keep a relentless focus
on customer service and
productivity, without any
compromise on safety
Use automation to
increase capacity,
improve safety and
reduce carbon emissions.
Protect and renew
existing agreements with
key cargo owners
Co-create innovative
supply chain solutions
with existing and new
customers.
Expand Ruakura Inland
Port as volumes demand
Invest in Northport
expansion
Launch TerminalConnect
empty container facility.
Measures of success
Port of Tauranga is New
Zealand’s pre-eminent hub
port
Increased cargo volumes,
including transhipment and
imports
Lower supply chain costs
for importers and exporters
Reduced carbon intensity
for New Zealand shippers
A sustainable return-on-
invested-capital for Port of
Tauranga
8
02
Strategy

02 StrategyUpdate October 2026
Stella Passage resource consent
Building hub-scale infrastructure. The Stella Passage
development creates new berths on both sides of
the harbour
New Fast-track application lodged January 2026.
EPA completeness decision received February 2026.
Panel appointment March 2026.
Panel commencement and evaluation commenced April 2026.
Panel draft decision received 17 August 2026 recommending
consent to be granted.
Stella Passage resource consent approved 7 September 2026.
9
Tangata whenua parties lodge appeals against the granting of
the Stella Passage development resource consent October
2026.

Fully electric ASCs
~75%
fewer emissions relative
to a traditional straddle
operation
02 Strategy
Port of Tauranga – Terminal
automation project
Increasing port capacity through the implementation of
automated stacking cranes (ASCs)
Progress update
Final-form contract nearing completion.
ASC emulation software has been implemented at the Tauranga Container
Terminal to test ASC technology virtually.
Proof of concept for hybrid terminal operation milestone achieved through
emulation testing.
Deployment of ASCs linked to timing of berth extension.
Staged bolt-on introduction of ASCs relative to volume growth requirements.
Implementation planned over four phases (nine ASC blocks).
Stage one (two ASC blocks) cost circa $100 million.
10

02 Strategy
Northport Group
Strategic response to port capacity constraints, manufacturing and
distribution centre migration and forecast population growth
Northport Group established July 2025.
Northport’s Vision for Growth resource consent granted October 2025.
Government commitment to roading infrastructure investments improving connectivity
to Northport.
Marsden rail spur currently under detailed engineering and cost evaluation by KiwiRail.
KiwiRail has selected Acciona, Downer/HEB and Martinus Rail to compete on lower-cost
design options before Government funding decision.
Berth 3 container terminal extension linked to timing of rail spur.
New Northport Group Chief Executive, Rhys Jones, commenced 1 July 2026.
Current
Future –now consented
11

02 Strategy
Ruakura Inland Port
Strategic response to manufacturing and distribution centre
migration and forecast population growth
24,067
TEU
+6.8%
Ruakura Inland Port handled 24,067 TEU for FY2026, up 6.8% from 22,525
TEU in FY2025.
Tainui Group Holdings and Brookfield joint venture will aid development
and support inland port customer container growth.
12

03
Board
succession
planning

03 Board succession planning
Board succession and tenure profile
Current Directors, election cycles and succession planning to December 2029
Prior elected termPre-election periodCurrent elected term
Illustrative post-appointment term
Annual Meeting (October)
Director / appointment20252026202720282029
Doug Leeder
Retired 1 April 2026
Alison Andrew
Re-election October 2027 (8.6 years)
Julia Hoare
Dean Bracewell
Re-election October 2028 (4.9 years)
Brodie Stevens
Re-election October 2028 (4.2 years)
Fraser Whineray
Re-election October 2026 (3.0 years)
Sir Robert McLeod
Re-election October 2027 (2.3 years + 6 years prior appointment)
Ken Shirley
Appointed April 2026, election October 2026 (6 months)
Potential succession appointment 1
Indicative timing from April 2027
Potential succession appointment 2
Indicative timing from October 2027
The timeline is presented for succession planning purposes only. Timing of future Director appointments and tenure transitions will depend on Board
requirements, Director intentions and shareholder approval processes.
14
Approximately 12 years’ service by October 2027

03 Board succession planning
Board skills matrix
Aggregate capability across the current seven Directors
SubstantialModerateSome
Governance
61
Executive leadership
61
Financial
34
Sector experience
331
Customer management
151
Regulatory compliance
52
Large capital project investment
322
Risk management
421
Iwi, government and stakeholder liaison
331
Technology and digital
124
Broad commercial acumen
61
Sustainability
421
Future Director skill
requirements
Strengthen the Board for POTL’s future
strategic direction, rather than simply replace
existing capability
Prioritise experience in:
Complex operational transformation
Long-term infrastructure development
Stakeholder and government engagement
Technology, digital and operational
technology
Consenting and resource management
Ratings are aggregated by skill and experience level. Individual Director ratings are not displayed; each bar totals seven Directors.
15

04
Executive
remuneration

04 Executive remuneration
Remuneration philosophy and approach
Performance-based remuneration aligned with strategy and sustainable shareholder value
Attract · Retain · Motivate
High-performing leaders and employees
→
Strategic outcomes and long-term shareholder value
Competitive positioning: total executive remuneration opportunity between market median and upper quartile for comparable roles
Short-term incentive (STI)
Annual performance
At-risk cash payment linked to company financial and safety targets, plus role-
specific environmental and strategic objectives
FY2027 target opportunity: Chief Executive 50% of fixed remuneration;
six nominated executives up to 40%
Financial component: 50% weighting, with a 90% gateway and opportunity up to
110% of that component
Remaining 50% aligned to safety, environmental and strategic objectives
approved by the Board
Chief Executive and six nominated executives participated in FY2026
FY2026 disclosure enhancement: greater detail provided on STI
assessment criteria and performance outcomes.
Long-term incentive (LTI)
Three-year performance
At-risk Performance Share Rights plan settled in shares, aligning executive reward
with shareholder value growth
FY2027 target opportunity: Chief Executive grant set at 55% of fixed
remuneration; six nominated executives up to 33%
Two equally weighted performance hurdles: relative TSR against the NZX50 peer
group and three-year compound EPS growth
EPS vesting: nil below 3.5% CAGR; 50–100% from 3.5–7%; 110% at 8%; maximum
120% at 9%+
rTSR vesting: nil below 40th percentile; progressive vesting above 40th; 100% at or
above the 75th percentile
LTI vesting strengthened: EPS rights now require a minimum three-year
CAGR of 3.5% before any vesting.
Board discretion applies to both STI and LTI outcomes, including the ability to increase, reduce or make no award.
17

04 Executive remuneration
Chief Executive incentive outcomes | FY2026
Performance outcomes shown as a percentage of target incentive opportunity
Short-term incentive
103%overall outcome
MeasureWeightOutcome
Financial50%55%
Safety10%8%
Environmental sustainability5%5%
Stakeholder engagement and
social licence
10%10%
Infrastructure development12.5%12.5%
Strategic growth and future
earnings
12.5%12.5%
WeightOutcomeAbove target
Financial performance reached the maximum outcome. Safety delivered 8% of the 10% available, while
sustainability and all three individual objectives were fully achieved.
Long-term incentive
01/07/2023 allocation | vested in FY2026
Relative TSR45.83%
EPS CAGR
60.00%
Weighted vesting contribution
105.83%
18
The maximum target incentive opportunity for each LTI
hurdle is 50% rTSR and 60% EPS CAGR.

05
Meeting
resolutions

05 Meeting resolutions
2026 Annual Meeting resolutions
1
Election of Ken Shirley
Nominated by Quayside Holdings Limited
Appointed a Director from 1 April 2026
Bay of Plenty Regional Councillor since 2022
Council-appointed Director for the purposes of
section 6(1)(b) of the Port Companies Act 1988
Board has determined that Ken is not independent
Board unanimously recommends shareholders
vote in favour.
2
Re-election of Fraser Whineray
Nominated by Quayside Holdings Limited
Retired from the Quayside Board effective 30
September 2026
No longer has a Director relationship with Quayside
Continues as a Quayside-nominated POTL Director,
but is not a Council-appointed Director under section
6(1)(b) of the Port Companies Act 1988
Board has determined that Fraser is not independent
Board unanimously recommends shareholders
vote in favour.
3
Auditor’s remuneration
Auditor-General to be reappointed as Auditor under
section 19 of the Port Companies Act 1988
Directors authorised to fix the Auditor’s remuneration
for the ensuing year
20

Questions

Thank you
Connecting New Zealand and the World