POT Capital Change Notice

Section 1: Issuer information
Name of issuer Port of Tauranga Limited (POT)
NZX ticker code POT
Class of financial product Ordinary Shares in POT
ISIN (If unknown, check on NZX website) NZPOTE0003S0
Currency NZD
Section 2: Capital change details
Number issued/acquired/redeemed 67,687
Nominal value (if any) N/A
Issue/acquisition/redemption price per security $0.00
Nature of the payment (for example, cash or other consideration) Shares transferred from Treasury Stock to certain senior executives of POT for a $0 exercise price in accordance with the terms of the POT Long Term Incentive Scheme (LTI Scheme) allocated in 2022/2023.
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) 0.01%
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) N/A
Reason for issue/acquisition/redemption and specific authority for issue/acquisition/redemption/ (the reason for change must be identified here) Transfer of shares held as Treasury Stock by POT to senior executives of POT who are participants in the LTI Scheme, following the vesting of Performance Share Rights (PSRs) allocated to them in 2022/2023 pursuant to the LTI Scheme
Authority for issue: Board resolution.
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 Class held as Treasury Stock after the issue/acquisition/redemption. 680,335,602 ordinary shares (excluding Treasury Stock).

245,628 ordinary shares held as Treasury Stock.

198,263 2023/2024 PSRs
280,761 2024/2025 PSRs

Following the exercise of the 2022/2023 PSRs there are no PSRs of the same Class on issue with 74,154 PSRs having lapsed, and 110,961 PSRs having been exercised.
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 Directors’ resolutions and certificate.

Listing Rule 4.9.1(b) and 4.11.1.
Terms or details of the issue, acquisition, or redemption (for example: restrictions, escrow arrangements) On 30 September 2022 POT issued PSRs to certain senior executives in accordance with the terms of the LTI Scheme.

Following the Board’s assessment of performance hurdles in accordance with the LTI Scheme, 110,961 of the 185,115 2022/2023 PSRs allocated to certain senior executives have now been vested and converted to shares. POTL has transferred shares held as Treasury Stock to those certain senior executives pursuant to the LTI Scheme. Shares are issued net of tax.
Date of issue/acquisition/redemption 15/09/2025
Section 3: Authority for this announcement and contact person
Name of person authorised to make this announcement Simon Kebbell
Chief Financial Officer
Contact person for this announcement Simon Kebbell
Chief Financial Officer
Contact phone number 07 572 8809
Contact email address [email protected]

Date of release through MAP 16/09/2025

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Announcement PDF