Slides
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Governance presentation 12 October 2026 Connecting New Zealand and the World
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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
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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
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01 Governance
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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 McLeod KNZM 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
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01 Governance Board committee composition Committee Chair Members Ex-officio Audit Committee Sir Robert McLeod Alison Andrew Brodie Stevens Fraser Whineray Julia Hoare Board Health and Safety Committee Dean Bracewell Julia Hoare Brodie Stevens People and Remuneration Committee Alison Andrew Dean Bracewell Ken Shirley The Nomination Committee is comprised of the full Board. 6 Julia Hoare
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02 Strategy
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Our hub port strategy Growth drivers Our 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 response Our 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
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02 Strategy Update 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.
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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
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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
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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
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03 Board succession planning
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03 Board succession planning Board succession and tenure profile Current Directors, election cycles and succession planning to December 2029 Prior elected term Pre-election period Current elected term Illustrative post-appointment term Annual Meeting (October) Director / appointment 2025 2026 2027 2028 2029 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
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03 Board succession planning Board skills matrix Aggregate capability across the current seven Directors Substantial Moderate Some Governance 6 1 Executive leadership 6 1 Financial 3 4 Sector experience 3 3 1 Customer management 1 5 1 Regulatory compliance 5 2 Large capital project investment 3 2 2 Risk management 4 2 1 Iwi, government and stakeholder liaison 3 3 1 Technology and digital 1 2 4 Broad commercial acumen 6 1 Sustainability 4 2 1 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
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04 Executive remuneration
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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
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04 Executive remuneration Chief Executive incentive outcomes | FY2026 Performance outcomes shown as a percentage of target incentive opportunity Short-term incentive 103% overall outcome Measure Weight Outcome Financial 50% 55% Safety 10% 8% Environmental sustainability 5% 5% Stakeholder engagement and social licence 10% 10% Infrastructure development 12.5% 12.5% Strategic growth and future earnings 12.5% 12.5% Weight Outcome Above 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 TSR 45.83% 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.
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05 Meeting resolutions
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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
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Questions
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Thank you Connecting New Zealand and the World