2021 Full Year Results

KEEPING OUR
REGION CONNECTED
TO THE WORLD
ANNUAL REPORT – TE PŪRONGO Ā-TAU / 2021

CONTENTS
HIGHLIGHTS 4
CHAIR’S REPORT 6
CHIEF EXECUTIVE’S REPORT 8
CHIEF FINANCIAL OFFICER’S
MANAGEMENT DISCUSSION AND ANALYSIS 11
ABOUT NAPIER PORT 14
TRADE PORTFOLIO 17
YEAR IN REVIEW 18
OUR STRATEGY EVOLVES 22
SUSTAINABILITY 24
ACHIEVING OUR GOALS 29
CUSTOMER CONNECTION 31
HARNESSING DATA AND TECHNOLOGY 35
NETWORKED INFRASTRUCTURE 37
COLLABORATIVE PARTNERSHIPS 41
CULTURE OF CARE 45
OUR PEOPLE 49
BOARD OF DIRECTORS 50
SENIOR MANAGEMENT 52
FINANCIAL STATEMENTS
AND OTHER DISCLOSURES 55
CORPORATE GOVERNANCE STATEMENT 56
OTHER DISCLOSURES 65
CONSOLIDATED INCOME STATEMENT 70
CONSOLIDATED STATEMENT
OF COMPREHENSIVE INCOME 71
CONSOLIDATED STATEMENT
OF CHANGES IN EQUITY 72
CONSOLIDATED STATEMENT
OF FINANCIAL POSITION 73
CONSOLIDATED STATEMENT
OF CASH FLOWS 74
NOTES TO THE CONSOLIDATED
FINANCIAL STATEMENTS 76
TRADE AND FINANCIAL FIVE YEAR SUMMARY 97
INDEPENDENT AUDITOR'S REPORT 98
DIRECTORY 103
ANNUAL REPORT 2021 – TE PŪRONGO Ā-TAU 2021 / 1

2 / NAPIER PORT – TE HERENGA WAKA O AHURIRI

OUR PURPOSE
REMAINS CLEAR:
TOGETHER WE BUILD
A THRIVING REGION
BY CONNECTING YOU
TO THE WORLD
ANNUAL REPORT 2021 – TE PŪRONGO Ā-TAU 2021 / 3

HIGHLIGHTS
$
109
.5

MILLION
REVENUE
–
UP 9.0
%
343
CHARTER
VESSEL CALLS
–
UP 12.8
%
3.0
MILLION
TONNES OF
LOG EXPORTS
–
U P 2 7. 6
%
$
9.4
MILLION
FINAL DIVIDEND
–
4.7 CENTS
PER SHARE
45
THOUSAND
TEU HANDLED
THROUGH PORT PACK
–
DOWN 7.6
%
276
THOUSAND
TEU CONTAINERS
HANDLED
–
UP 2.9
%
4 / NAPIER PORT – TE HERENGA WAKA O AHURIRI

HIGHLIGHTS
242
CONTAINER
VESSEL CALLS
–
DOWN 17.4
%
$
43.8
MILLION
RESULT FROM
OPERATING ACTIVITIES
–
UP 6.4
%
5.9
MILLION
TONNES OF
CARGO HANDLED
–
UP 16.3
%
3.95
MILLION
TONNES OF BULK
CARGO HANDLED
–
UP 26.6
%
$
23
.2

MILLION
NET PROFIT
–
UP 5.2
%
ANNUAL REPORT 2021 – TE PŪRONGO Ā-TAU 2021 / 5

CHAIR’S REPORT
TĒNĀ KOUTOU E NGĀ
KAIWHAKARATO MONI,
In the face of a global pandemic, lockdowns, global
shipping congestion, disrupted shipping schedules
and supply chains, Napier Port has over the last year
again delivered on its commitments to its customers,
its shareholders, and its region.
We have kept the cargo flowing, moving a record
3.95 million tonnes of bulk cargo and more than
276,000 TEU
1
of containers, respectively a 26.6% and
2.9% improvement on the prior year’s volumes. More than
80% of the traffic was for export markets, the food and
fibre products that underpin the prosperity of our region.
Reflecting the strong cargo volumes, and despite the
COVID-19 pandemic preventing cruise ship visits to
Napier, revenue for the year to 30 September 2021
increased 9% to a record $109.5 million from
$100.4 million in the prior financial year.
Net profit after tax rose 5.2% to $23.2 million from
$22 million.
As we said at the half year, a key strength of Napier Port
is the diversity of trades that pass across our wharves.
This diversification, the stability of earnings it provides,
and our confidence in the long-term outlook for our
region gives Napier Port a mandate to continue to invest
in the infrastructure that will support our region and our
customers into the future.
Our 350m-long 6 Wharf is the centre piece of this investment.
We are pleased with the progress we are making on this
once-in-a-generation project. We now expect 6 Wharf
to be operational in the second half of the 2022 financial
year, earlier than the contractual completion date at the
end of 2022.
Risks remain, but thanks largely to the more advanced
stage of the project and the associated reduction in
construction risk, we now expect the final cost to range
between $173 million and $179 million, lower than
our earlier estimate of $173 million to $190 million.
We continue to invest more widely in strategic
infrastructure to provide improved service and efficiencies
to customers.
Over the financial year we have moved, as planned, from
funding our investment programme from the proceeds
of our 2019 initial public offer, to borrowings. Net debt
at the end of the financial year stood at $75.7 million
up from $32.1 million at the end of March. We have the
headroom to fund our existing investment programme
with undrawn facilities of $102 million.
SAFETY, GOVERNANCE
AND SUSTAINABILITY
The Board regards any injury to people as unacceptable
and we are determined to continue delivering
improvements that maximise the safety of Napier Port’s
people. Two years into our three-year health and safety
roadmap, considerable progress has been made on
critical risk management and assurance activities, focusing
on mitigating the risks most likely to cause serious
harm. We are committed to investing in, and developing,
strategies to ensure everyone at Napier Port returns home
safely each day. The Board is uncompromising on this.
1 Twenty foot container equivalent unit
6 / NAPIER PORT – TE HERENGA WAKA O AHURIRI

As a company, we were pleased to update our diversity
and inclusion policy and officially launch a Te Ao Māori
strategy this year, reflecting our people’s passion for
integrating wellbeing, te reo and tikanga Māori into their
work. We are committed to strong partnerships with
mana whenua and our Marine Cultural Health Programme,
detailed on page 26, is a good example of when we have
done this well. Engaging authentically with our community
is a priority for the Board.
It is important to the Board that our actions as a business
match the aspirations and expectations of our shareholders,
as well as our people, customers and the community.
A highlight of the year was the creation of a Sustainability
Committee at Board level, followed by the launch
of a comprehensive sustainability strategy and action plan.
We feel our strategy is one of the most comprehensive
plans in our industry and region, adopting 14 of the 17
United Nations Sustainable Development Goals. Focusing
our efforts locally and on those issues that we are in the
best position to influence and improve, we have identified
more than 100 social, economic and environmental
actions to ensure we develop a truly sustainable business;
including the creation of two artificial reefs to increase
biodiversity, surveying and monitoring water quality
and fish species, and protection of at-risk bird species
that make their home at Napier Port.
We are also pleased this year to release our first Climate
Change Related Disclosure Report, outlining the potential
financial implications of climate change on our business.
While we have been measuring and reporting on Scope
1, 2 and limited Scope 3 emissions for a number of years,
our focus this year has been on establishing a baseline
for emissions, including an expanded Scope 3, to better
enable opportunities for reductions, setting targets
and measures, and reporting progress.
Finally, as a company that plays an important part in
regional growth and prosperity, the team at Napier Port
has been unwavering in their commitment to keeping
COVID-19 out of the region and keeping our people
and the community safe. Thank you to Todd and the
senior management team for the tenacity with which
they have adopted a leading position on border protocols,
mandatory vaccinations and testing.
On behalf of the Board, shareholders and management
team I thank our cargo owners who have worked with
us to overcome the considerable disruptions we have
faced. To the entire team at Napier Port, including
contractors, suppliers and transport operators, a sincere
thank you for the work you do every day connecting
our cargo owners, and community, to global markets.
DIVIDEND
We have declared a final dividend of 4.7 cents per share.
The dividend has a record date of 6 December 2021
and a payment date of 16 December 2021.
ALASDAIR MACLEOD
Chair
ANNUAL REPORT 2021 – TE PŪRONGO Ā-TAU 2021 / 7

CHIEF
EXECUTIVE’S
REPORT
TĒNĀ KOUTOU
Napier Port has been more than resilient this year, it
has performed incredibly well, under very challenging
circumstances.
I am immensely proud of the Napier Port team. Once
again, they moved record volumes of cargo, worked with
customers to deliver supply chain solutions tailored to
their needs and generated a strong financial result for
shareholders. And they did all of this while keeping each
other and our community safe from the pandemic.
STRONG TRADE VOLUMES
Despite forestry harvesting ceasing during the August
2021 lockdown, we moved a record 3.02 million tonnes
of logs across our wharves during the year, 27.6% higher
than the 2.37 million tonnes in the prior year.
This surge in volume follows on from buoyant international
markets, their demand for New Zealand forest products
and the maturation of large plantations established in the
mid-1990s; the ‘wall of wood’ that is expected to continue
to flow through Napier Port.
Napier Port’s success in attracting cargo from outside
Hawke’s Bay has been a factor in driving increased
volumes. Our partnerships with forestry sector exporters
and the renewal of our contract with timber and pulp
manufacturer WPI are prominent examples of Central and
Lower North Island cargo owners that are sending more
cargo our way. Both value our ability to meet and secure
their supply chain requirements with access to global
markets and a port operation that continues to provide
efficient, reliable and resilient services.
While logs underpinned a total bulk cargo trade of
3.95 million tonnes, 26.6% higher than the 3.12 million
tonnes in the prior year, imported oil products and fertiliser
also contributed.
Annual container volumes increased by 2.9% to 276,000
TEU compared to 268,000 TEU last year, with an increase
in high-value reefer containers, due principally to higher
meat exports offsetting lower dry exports and slightly
lower apple volumes.
This result is particularly pleasing when it is considered
against the challenges we faced within the global supply
chain and container shipping trade.
Charter vessel visits for the bulk trade increased to 343,
up from 304 the previous year. In contrast, container
ship visits fell to 242 compared to 293 in the year before
resulting from the ongoing volatility in global shipping.
Significantly we hosted all these vessels while operating
with reduced space on port due to the construction of
6 Wharf, requiring additional area for equipment and site
access as the piling advanced and concrete was laid.
The result is a credit to the region’s cargo owners who
have continued to deliver resilient volumes, despite labour
shortages, shipping disruption and COVID-19 operating
constraints on production.
8 / NAPIER PORT – TE HERENGA WAKA O AHURIRI

FINANCIAL RESULTS
The cargo volumes translated into record revenues
of $109.5 million, a 9% increase on the prior year’s
result of $100.4 million. Bulk cargo revenue accounted
for most of the change rising 32.7% to $41.5 million,
while container revenue rose 4.8% to $65.3 million.
The result from operating activities rose 6.4% to
$43.8 million from $41.2 million in the prior year, with
the higher revenue offset by a 10.8% increase in total
operating expenses. This increase followed an unwinding
of measures introduced in the prior year that were
designed to protect us from the pandemic. We reinstated
incentives and eased pay constraints. We also lifted hiring
restrictions and resumed recruitment, lifting the number of
full-time equivalents, mainly to drive growth and deliver the
service and supply chain solutions our customers expect.
Higher insurance costs also contributed to the increase
in operating costs.
Underlying net profit after tax, after adjusting for non-
recurring and unrealised reported net gains, including
property revaluations, increased by 7% to $22.0 million
from $20.5 million.
These strong financial results enable us to deliver
for shareholders, while also investing in infrastructure,
plant and equipment to support customers' long-term
growth strategies.
CUSTOMER-CENTRIC STRATEGY
Our clear strategy has been pivotal to our success, with its
focus on connecting with customers, harnessing data and
technology, developing a resilient and agile infrastructure,
fostering collaborative partnerships, and recognising
that our people and unique Napier Port culture are the
foundation of our business success. Detail can be found
on pages 22 to 49 of this report.
In this year of adversity, we have benefited from the work
we commenced when we set this strategy in motion
three years ago. While we could not resolve all the
burdens of fractured supply chains for our customers,
the relationships we have established meant we were
more adept at finding solutions to alleviate the impact.
Our teams worked closely with cargo owners, and
everyone along the supply chain, including shippers,
carriers, agents, and government agencies, to create
as many opportunities as possible to ensure their cargo
continued to flow. We thank our customers for trusting
that we were doing all we could to bring vessels in
and keep them connected to markets.
This year we paused to review our strategy, to ensure
it is still current within today’s environment and remains
focused on our core purpose of working together with our
customers and partners to build a thriving region. It stood
up to the test, but it has been enhanced with the addition
of a renewed focus on sustainability alongside the culture
of care we strive to foster on the port.
NATIONAL SUPPLY CHAIN
The supply chain challenges faced by New Zealand
this year further reinforced our viewpoint that we need
a national supply chain strategy that includes ports, road
and rail networks. A cornerstone of such a strategy will
be sensible infrastructure development, based on sound
business cases and delivering the most efficient supply
chain options for New Zealand cargo owners.
Napier Port’s 6 Wharf development is a clear example of
the kind of disciplined investment such a strategy should
foster. This is a once-in-a-generation project. In the two
years since our Initial Public Offer that underpinned its
financing, and despite two periods of lockdown during
its construction, we have made excellent progress with
building 6 Wharf.
As of 30 September, we had completed all 400 piles,
69% of the dredging programme, and 22 of the
32 concrete deck pours. The 10 MoorMaster mooring
system units have arrived on port and groundwork
improvements are underway. Once the new electrical
substation, deck and dredging are complete, development
will move to ship and container exchange trials.
As Alasdair noted, we now expect 6 Wharf to be
operational in the second half of the new financial year
with the expected project cost range to now be lower
than originally anticipated.
Cargo owners, and our regional economy, will benefit
immediately from 6 Wharf. It will offer increased shipping
capacity, the ability to handle more and larger vessels and
improved availability across all our wharves, which will
allow Napier Port to support the demands of our region
today and the growth we see coming into the future.
In addition to 6 Wharf, this year we embarked on a range
of other investments to enhance our service proposition
with our customers. This includes working with them to
deploy an on-port mobile log debarker and preparing for
our mobile harbour cranes to load logs on charter vessels.
The debarker will allow us to stop methyl bromide
fumigation of logs at Napier Port from 1 January 2022,
a move which we have been committed to as soon
as a feasible alternative was available.
ANNUAL REPORT 2021 – TE PŪRONGO Ā-TAU 2021 / 9

PEOPLE AND PARTNERSHIPS
Napier Port’s people are the foundation of our success
and building resilience and capability into our team
continues to be a priority through training, development
and safety and wellbeing initiatives.
We are committed to ensuring the ongoing safety of
our people, so it was pleasing to see all three strategic
projects underpinning our health and safety roadmap
progress well this year. Notably, our focus on critical
risk control management significantly moved ahead
and in the coming year we will be validating this work
and implementing any required changes.
This year we introduced a new employee performance
and feedback tool, launched our Te Ao Māori strategy,
and updated our diversity and inclusion policy.
Whilst at Alert Level 1, we held the first port-wide
Whānau Day in eight years, hosting 600 whānau on port
to say thank you to our team and their families for the
support they provide. We also implemented a new annual
employee engagement survey, Korerō Mai, and were
delighted with an overall engagement score of 77%.
We're determined to improve on this result year on year.
We want everyone who is part of the team and contributes
to our success to have an ownership stake in the business
and we are proud of the fact that as part of our Initial
Public Offer in 2019, 97% of our employees became
shareholders in Napier Port.
This year – for the first time – our employee recognition
scheme offers Napier Port shares together with a cash
payment. The scheme is linked to key business metrics
which we report on monthly with employees. We are
delighted that this year through the hard work and
dedication of our teams, each Napier Port employee
(excluding senior management) will receive $2,779
consisting of cash and shares, ensuring that all our
team will be invested in our business and benefit
from our success.
OUTLOOK
While confronting the ongoing threat of COVID-19,
we remained vigilant, implementing some of the strictest
border protocols in the industry to keep everyone safe
at work and prevent the virus entering the community
through our port.
Towards the end of our financial year, it became clear
we were now facing risk on two fronts, land and sea.
Napier Port took a strong position on mandatory
vaccination, becoming the first port company, and one
of the first businesses in New Zealand, to introduce
mandatory COVID-19 vaccination for employees.
Phase two will see this rollout to all port users towards
the end of the calendar year and into early 2022.
While this is still unfolding, and we anticipate further
challenges in the year ahead, Napier Port’s focus will
remain on keeping its people and community safe while
maintaining our ability to operate effectively to support our
customers and regional economy. This has served us well
this past year and allowed us to post a pleasing full year
result for shareholders.
TODD DAWSON
Chief Executive
10 / NAPIER PORT – TE HERENGA WAKA O AHURIRI

CHIEF FINANCIAL
OFFICER’S
MANAGEMENT DISCUSSION
AND ANALYSIS
OVERVIEW
Napier Port's expectations coming into the 2021 financial
year were tempered given the ongoing pandemic effects
and risks, and knowing there would be no cruise ship visits
contributing to our 2021 financial results. We have this
year reported another year of records in our key financial
metrics with the main driver being the stable and positive
export market conditions for New Zealand logs throughout
2021. Log exports through Napier Port increased
27.6% to reach 3.02 million tonnes. This led to bulk cargo
revenue growing $10.2 million, or 32.7%, to $41.5 million
for 2021, more than offsetting the loss of cruise revenue
which was $4.3 million in 2020.
Compared to the prior year, total Napier Port revenue
grew by $9.0 million, or 9.0%, to $109.5 million and the
result from operating activities increased by 6.4%
to $43.8 million. Reported net profit after tax increased
by 5.2% to $23.2 million.
Our balance sheet is strong. At the end of the financial
year, Napier Port had net drawn debt of $78.0 million, in
addition to $102 million in undrawn credit facilities, after
having spent the significant sum of $103.7 million on the
6 Wharf construction project and other capital projects
during the year.
In conjunction with this annual report, Napier Port has
released Supplemental Trade Volume Data, Supplemental
Selected Financial Information and an Annual Results
Investor Presentation, that together provide further trade
and financial information and which form part of our
2021 reporting suite of information for investors
and other stakeholders.
All documents are available in the Napier Port investor
centre at www.napierport.co.nz/investor-centre
REVENUE
Revenue of $109.5 million increased by 9.0% from the
prior year. This result was driven by volume growth in
bulk cargo and container services together with improved
average revenues per unit across both areas, which
outweighed the absence of cruise vessel calls during
the 2021 financial year.
Container services revenue of $65.3 million was
4.8% higher than the prior year.
Total annual container volumes increased by 2.9% to
276,000 TEU. Cargo-laden export and import containers
increased by 1.3% to 157,000 TEU, while empty and other
container movements increased 5.1% to 119,000 TEU.
Dry export cargo was down by 3.4% to 67,000 TEU.
This reduction was mainly due to lower wood pulp
and timber volumes, which were impacted by shipping
schedule disruptions and shipping capacity constraints
during the year, and exporters’ plant maintenance
and shutdowns.
ANNUAL REPORT 2021 – TE PŪRONGO Ā-TAU 2021 / 11

Reefer exports increased 4.7% to 57,000 TEU mainly
due to higher meat exports. Apple and pear reefer export
volumes reduced 1.5% to 25,000 TEU compared to the
prior year.
Containerised imports increased by 1.7% to 132,000 TEU
as general cargo imports grew, while reefer and empty
imports were in line with the prior year.
Other container movements, including Discharge, Load,
Restows (DLRs) and transhipped containers, increased
58.4% to 17,000 TEU due to increased container
repositioning by shipping lines related to shipping
schedule disruptions.
Container services average revenue per TEU increased
by 1.8% compared to the prior year, largely due to
additional revenues earned as a result of container
shipping disruptions, including additional storage and
refrigerated container servicing. These gains were offset
by lower Port Pack pulp and timber packing volumes
during the year.
Container vessel calls were down to 242 ships from
293 ships in the prior year. Global shipping congestion
and disrupted supply chains have continued to result
in volatile schedules, with scheduled calls missed and
significant reductions in total container shipping capacity
from New Zealand and Hawke’s Bay. We have also
experienced a relatively high number of weather event
days, further restricting shipping during 2021.
Bulk cargo revenue of $41.5 million was 32.7% higher
than the prior year.
Bulk cargo total volume of 3.95 million tonnes was
26.6% higher than the prior year. Log export volume
increased by 27.6% to 3.02 million tonnes due to
the favourable log export market conditions in China
throughout the year.
Charter vessel calls increased to 343 from 304 last year,
as a result of the increase in bulk cargo volume.
Bulk cargo average revenue per tonne increased by
4.8% compared to the prior year. In addition to tariff
increases, this growth resulted from changes in the mix
of bulk cargo and export customers, and as a result
of non-recurring cost recovery revenue during the year.
No cruise vessels called during the 2021 financial year
due to the closed international border. Last year 76 cruise
ships called at Napier Port earning $4.3 million in revenue.
EXPENSES
As a result of the arrival of COVID-19 in early 2020, we
instituted a number of short-term measures to prudently
protect our cashflow and balance sheet in light of the
pandemic’s uncertainties and our capital commitments
related to the construction of 6 Wharf. These measures
reduced and deferred expenditure during the 2020
financial year. Whilst we remain cautious in the face
of the ongoing impacts of COVID-19, we did not expect
the temporary cost measures implemented during 2020,
to continue to the same degree in 2021.
Total operating expenses grew by 10.8% to $65.7 million
compared to 2020, with employee benefit expenses and
other operating expenses increasing 10.8%, and property
and plant expenses increasing by 10.7%.
Employee benefit expenses increased due to anticipated
increases in employee numbers, general remuneration
increases, and the resumption of staff and executive
incentives which were cancelled during 2020 as part
of our COVID-19 response measures.
Property and plant expenses increased primarily as
a result of higher fuel consumption, including fuel to
power refrigerated containers on port for longer periods.
Additional plant expenses arose as a result of hiring
additional power generators and truck transport capacity
to manage container shipping schedule disruptions,
within a reduced container terminal footprint due to the
construction of 6 Wharf. Managing the container supply
chain and terminal disruptions during the year also had the
effect of increasing our greenhouse gas emissions, both in
total, which increased by 22.5%, and on a per cargo tonne
basis, which increased 5.4%.
Other operating expenses increased due to another year
of significant increases in insurance costs in addition
to increasing technology expenses.
The result from operating activities of $43.8 million
increased by 6.4% compared to the prior year and as
a percentage of revenue was down from 41% to 40%.
Depreciation, amortisation and impairment expenses
increased marginally by $0.1 million to $13.1 million.
Excluding the asset impairment of $0.6 million recorded
during 2020, the year-on-year increase was 5.2% which
arose from recent asset additions and increased software
asset amortisation.
12 / NAPIER PORT – TE HERENGA WAKA O AHURIRI

Other income was $1.1 million compared to $0.7 million
in the prior year. The current year benefited from an
unrealised investment property revaluation gain of
$1.2 million, compared to $1.0 million in the prior year.
Net finance costs recorded in the income statement
were negligible across both years. However, accrued
facility costs and interest margins on drawn balances
of $1.4 million associated with our bank lending facilities
were recognised during 2021, with these costs being
capitalised as part of the cost of 6 Wharf. When 6 Wharf
is complete the majority of our finance costs will be
recorded in the income statement.
Income tax expenses increased by $1.3 million to
$8.6 million due to higher taxable profit in the current year
and the non-recurring $0.7 million deferred tax benefit
from the reinstatement of tax depreciation on buildings
during 2020. The effective tax rate of 27% for the year is
slightly lower than the statutory tax rate of 28% due
to a non-assessable investment property revaluation
gain. This effective rate is higher than the 25% in the
prior year, which was lowered further by the gain from
the reinstatement of tax depreciation on buildings.
Reported net profit after tax for the period attributable
to the shareholders of the company of $23.2 million
increased 5.2% from $22.0 million in the prior year.
CAPITAL EXPENDITURE
Capital investment spend in the year of $103.7 million
included $94.7 million spent on 6 Wharf construction,
as significant progress was made on all the major project
workstreams. Other investments included increasing our
capacity to store refrigerated containers, new plant for the
log debarker and mobile harbour crane log loading trial,
and maintenance and replacement spend on the
Te Mata tug dry docking, wharves, paving and buildings,
and replacement bulk cargo hoppers, among others.
CASHFLOW
Cashflow from operating activities increased to
$34.8 million from $29.3 million year on year, with
improved underlying earnings and working capital
in the current year offsetting higher tax payments.
Dividend payments during the financial year of
$15.6 million, including the final 2020 dividend paid in
December 2020 and the interim 2021 dividend paid in
June 2021, were $10.6 million higher than the year before.
After the net spend on investing activities of
$103.6 million, cash balances decreased by $6.5 million
and the balance of spend was funded from drawings on
our bank lending facilities. Drawn bank debt increased
from nil to $78 million during the year.
BALANCE SHEET
In addition to the drawn bank lending at the balance date,
Napier Port had $102 million in undrawn credit facilities
to continue with our future capital investment programme,
and in particular, 6 Wharf.
At the end of the financial year the Group had total assets
of $480.0 million which were funded by $354.8 million
of equity balances and $125.2 million of current
and non-current liabilities.
The positive progress to date with 6 Wharf construction
has seen the range of remaining risk from this project
reduce, enabling us to reduce the range of expected
cost outcomes. Whilst significant risks with the project
remain, we expect the total construction project cost to
be between $173 million and $179 million, excluding
capitalised overheads and finance costs, which is lower
than the original $173 million to $190 million estimate.
We expect 6 Wharf to be available during the second half
of the 2022 financial year and, with this milestone we look
forward to a significant reduction in our overall enterprise
risk profile.
DIVIDEND
Subsequent to the balance sheet date, the Board
approved a fully imputed final dividend of $9.4 million
(4.7 cents per share) in respect of the 2021 financial
year, payable on 16 December 2021 to those on the
share register at close of business on 6 December 2021.
Including the interim dividend of $5.6 million (2.8 cents
per share) paid in June 2021, dividends in respect
of the 2021 financial year total 7.5 cents per share
(2020: 5 cents per share).
KRISTEN LIE
Chief Financial Officer
ANNUAL REPORT 2021 – TE PŪRONGO Ā-TAU 2021 / 13

OUR PORT, HUBS AND INFRASTRUCTURE
50 HECTARES
OF ON-SITE
PORT LAND
FIVE EXISTING WHARVES
PROVIDING SIX
COMMERCIAL BERTHS
AND A NEW 350M WHARF
OPENING IN 2022
SIX MOBILE
HARBOUR
CRANES
Napier Port has been connecting Hawke’s Bay
and its surrounding regions with the people
and markets of the world for around 150 years.
We plan, operate and maintain port land and shipping
channels, and we have the cargo handling capacity,
facilities and infrastructure required to get our customers’
cargo efficiently across our wharves and en route to
market. Napier Port is on the main transit route for
international shipping services, is connected to core
national road and rail networks, and operates 24 hours
a day, 364 days a year.
While our strategic location and cargo-handling capacity
make us a key connection in central New Zealand’s supply
chain, it’s our culture and service that are the foundation
to our success. We take pride in delivering for our
customers, building collaborative relationships, supporting
the local community and providing safe and secure access
to our sites and services.
Our future is one forged side by side with our customers
and our community. Collectively, we can drive growth
and success that benefits our region, our people
and our environment.
ABOUT NAPIER PORT
14 / NAPIER PORT – TE HERENGA WAKA O AHURIRI

OUR PORT, HUBS AND INFRASTRUCTURE
12.3 HECTARES OF
LAND IN WHAKATŪ
FOR FUTURE
DEVELOPMENT
TWO CONTAINER DEPOTS
AT THAMES STREET
OFFERING FULL SERVICES
TO INTERNATIONAL
SHIPPING LINES
OVER 320
EMPLOYEES
INLAND FREIGHT HUB
IN MANAWATŪ WITH A
1.9 HECTARE CONTAINER
YARD AND A WAREHOUSING
FACILITY WITH ROAD AND
RAIL CONNECTIONS TO
NAPIER PORT
AROUND 5.9 MILLION
TONNES OF CARGO
HANDLED ANNUALLY
THREE TUGS
FLEET OF 38
HEAVY CONTAINER
HANDLING
MACHINES
1123 CONNECTION POINTS
FOR REFRIGERATED CARGO
36,600 SQUARE
METRES
OF WAREHOUSING
16 HECTARES
OF CONTAINER
TERMINAL SPACE
OPEN 364
DAYS A YEAR
10 HECTARES
OF DEDICATED
LOG STORAGE,
WORKING 24/7
ABOUT NAPIER PORT
ANNUAL REPORT 2021 – TE PŪRONGO Ā-TAU 2021 / 15

16 / NAPIER PORT – TE HERENGA WAKA O AHURIRI

TRADE PORTFOLIO
A diversified regional trade base is a key strength of our business. Hawke’s Bay
is a major New Zealand producer, processor and exporter of primary produce.
Key exports across our wharves include logs, wood pulp,
timber, pipfruit, meat and general cargo. The majority
of our exporters are located within 100 kilometres of
Napier Port, providing a nearby, cost-effective route to
market. Hawke's Bay's pipfruit exports represent 63% of
New Zealand’s total planted pipfruit area, and log exports
represent 8% of New Zealand’s total planted forest area.
Key imports include fertiliser, oil products, general cargo,
foodstuffs and cement. Imports are an important growing
part of our business, and with our supply chain logistics
service coming online we are well positioned to bring
in increased cargo volumes for customers from outside
our region.
In 2021, bulk cargo totalled a record 3.95 million tonnes,
including a record 3.02 million tonnes of logs. Container
volumes also grew year-on-year to 276,000 TEU, despite
lockdowns, seasonal labour shortages, global shipping
congestion and disrupted supply chains.
EXPORT PRODUCT MIX FY2021 BY WEIGHT
Logs .......................63%
Wood Pulp ..........9%
Pipfruit ..................6%
Timber ...................5%
Meat ......................5%
Fresh Produce ....3%
Other .....................9%
REVENUE BREAKDOWN FY2021
Container Services ............60%
Bulk Cargo ..........................38%
Other ....................................2%
EXPORT/IMPORT SPLIT FY2021 BY WEIGHT
Exports ................................81%
Imports ................................19%
IMPORT PRODUCT MIX FY2021 BY WEIGHT
Fertiliser ................35%
Oil Products ........30%
General Cargo ....15%
Foodstuffs ............8%
Cement .................5%
Other .....................7%
ANNUAL REPORT 2021 – TE PŪRONGO Ā-TAU 2021 / 17

OCTOBER
Renewing our partnership with
WPI for 10 more years (with two
five-year rights of renewal) was a
great start to the new financial year.
October also saw the celebration of
our local primary producers with the
Napier Port Primary Sector Awards.
NOVEMBER
In November we held a second hui
with the Whakatū community and
mana whenua about development
of an inland port at Whakatū. We
also held our inaugural Whānau Day,
inviting family and friends on port to
learn more about what we do at work.
DECEMBER
We came together in December
to fill more than 240 shoeboxes
of gifts for children in support of the
annual Salvation Army Christmas
Boxes for Children appeal. The 150
th

kororā (little blue penguin) on port
was microchipped, and the first two
kororā chicks were born in our
on-port sanctuary.
YEAR IN REVIEW
Strong customer connection and investment leads to pleasing results,
despite challenging trading conditions.
Customers were front and centre of our efforts during
a year of ongoing global shipping disruption. Strong and
sustained offshore demand for logs saw record volumes
pass across our wharves, despite harvests ceasing during
the COVID-19 Alert Level 4 lockdown in August.
Construction of 6 Wharf, our new 350-metre wharf,
continued at pace. Major construction milestones include
the completion of piling and delivery of 10 MoorMaster
mooring units from Italy. We are excited to unlock the
operational efficiencies and increased port capacity
that will result from bringing the new wharf on line.
COVID-19 cast its shadow throughout the year, and
we have worked hard to keep our border strong and our
region and New Zealand safe. All Tier 1A border workers
at Napier Port have been fully vaccinated since April.
18 / NAPIER PORT – TE HERENGA WAKA O AHURIRI

JANUARY
In January, we launched our
Port Activity Map, using Geographic
Information Systems (GIS)
technology to map in real-time
work undertaken on port. We also
refurbished our mooring loft, adding
a new kitchen and dining area,
bathroom, office space, a locker
room with plenty of storage
and six bedrooms with new beds.
FEBRUARY
Our landside logistics service
launched in February, providing an
increased range of rail and road cargo
options for both export and import
customers, moving cargo within
region and out of region. COVID-19
vaccinations began for our Tier 1A
border workers, and a second artificial
reef was created (in partnership with
LegaSea Hawke’s Bay). Five new
navigation buoys were delivered to
mark the extended dredge channel,
and hundreds of people took to the
water for the annual Napier Port
Ocean Swim. February also saw the
largest discharge of empty containers
in Napier Port’s history – 740.
MARCH
March saw trains running between
Wairoa and Napier Port reinstated
– a fast, efficient way to move large
volumes of logs off-road. Our second
29.5 metre B Double Tractor Trailer
unit became operational, and the
two-day Napier Port Family Fishing
Classic was held. A Sustainability
Committee was established at board
level, and a third hui was held with
the Whakatū community to discuss
a new inland port. We celebrated a
record day this month for the number
of reefers on power – 1310.
ANNUAL REPORT 2021 – TE PŪRONGO Ā-TAU 2021 / 19

APRIL
In April, we were proud to launch our
Marine Cultural Health Programme,
in association with the mana whenua
hāpu of Ahuriri. Vaccinations
of Tier 1A border workers were
completed, and we issued an
increase in our earnings guidance
for the year.
M AY
May saw institutional investors
attending our inaugural Investor Day
on port, to better understand our
business strategy and to see
6 Wharf under construction.
JUNE
In June, our refreshed strategy
was finalised and communicated
throughout the business, with
presentations and workshops for
all teams. Our people also came
together to collect winter pyjamas
for needy Hawke’s Bay families
in the Jammies for June appeal.
20 / NAPIER PORT – TE HERENGA WAKA O AHURIRI

JULY
MoorMaster units arrived on port
from Italy in July, a big day for our
6 Wharf build. We also celebrated
our region’s exporters at the
Hawke’s Bay Export Awards,
and spearheaded a fundraising
drive that raised over $16,000 for
Save the Children Fund’s COVID-19
relief efforts in Fiji.
AUGUST
A New Zealand-wide COVID-19
Alert Level 4 lockdown took place in
August. At Napier Port, we kept the
cargo flowing across our wharves,
operating under Level 4 protocols
developed during the lockdowns
of 2020. August also saw the
release of our Sustainability Strategy,
with over 100 defined workstreams
to advance sustainability in our
business and community.
SEPTEMBER
In September, our new truck
unchaining area became operational,
making log operations safer on
port. We renewed our ongoing
accreditation with Maritime
New Zealand under the New Zealand
Port and Harbour Marine Safety Code,
the national best practice guidance
to port operators and councils to
manage the safety of marine activities
in their ports and harbours. Piling was
completed on the 6 Wharf build,
and our annual penguin count located
178 nests on port. We also clicked
over 3 million tonnes of logs moved
across our wharves this year,
a milestone to celebrate!
ANNUAL REPORT 2021 – TE PŪRONGO Ā-TAU 2021 / 21

OUR STRATEGY
EVOLVES
OUR REASON FOR BEING IS TO BUILD
A THRIVING REGION BY CONNECTING
OUR CUSTOMERS TO THE WORLD.
In 2018 we developed our strategy with this purpose
in mind, creating a 10-year plan. The strategy focused
on setting a clear roadmap for our business, defined
in three phases: foundation-setting, capability-building
and transformation.
This year we refreshed our business strategy, re-examining
our goals to ensure they remain relevant. We looked even
more outwards, placing our customers, our community and
region at the centre of our thinking, creating a refreshed
strategy that is a mixture of planning for what we expect,
as well as adjusting to take advantage of opportunities
when the unexpected happens.
Our core purpose and goals remain relevant for our
business. Our scope has widened though and the pace
of change has accelerated. As part of our strategy to 2030,
we are focusing on:
CUSTOMER CONNECTION
Working more closely with our customers to know them,
their business and the environment they are operating in,
and developing efficient cargo solutions they require.
HARNESSING DATA AND TECHNOLOGY
Continuing to develop innovative technology that delivers
value to our business, extending that value to our
customers and other industries outside the port gates.
NETWORKED INFRASTRUCTURE
Connecting a whole North Island network that can
provide end-to-end supply-chain solutions, developing
our own logistics services and landside solutions,
to create an efficient supply chain for our customers.
COLLABORATIVE PARTNERSHIPS
Partnering with others, because we can achieve
a better outcome together than we would on our own.
OUR FOUNDATION
As part of our strategy refresh, we prioritised sustainability
(people, planet, prosperity and partnership) as an important
part of our foundation. Along with our culture,
it is an integral component to us achieving our purpose.
We are determined to leave a positive legacy for the future.
CULTURE OF CARE
Underpinning our strategy is our culture of care.
We actively build a strong, resilient and agile culture
at Napier Port, with care for our people. This is the
bedrock that enables us to achieve our goals.
22 / NAPIER PORT – TE HERENGA WAKA O AHURIRI

ANNUAL REPORT 2021 – TE PŪRONGO Ā-TAU 2021 / 23

SUSTAINABILITY
ME MAHI TAHI TĀTOU MŌ TE ORANGA O TE KATOA
WE WORK TOGETHER FOR THE WELLBEING OF ALL
Advancing sustainability at Napier Port is embedded in
our business strategy, reflecting the importance of leaving
a positive legacy for future generations while delivering for
our customers, community and the wider regional economy.
Our sustainability journey is one of continuous
improvement. We are committed to improving our
environmental, social and economic performance by
identifying and managing risks and finding opportunities
to use our resources more efficiently. It’s about taking
action, not just talking about it.
In August 2021, we launched A Sustainable Future:
He Āpōpō Toitū, our ambitious and comprehensive
sustainability strategy. Development of this strategy began
in 2018, as an outcome of our 30-year Master Plan.
The Sustainability Strategy is structured around
a framework with four interconnected pillars – people,
planet, prosperity and partnerships. Sustainability
initiatives have been created within each of these themes
– with over 100 actions in total, 18 of which have
been given top priority status for the 2021-23 period.
Work on other identified medium and long-term actions
will continue in parallel, given the interconnected nature
of many of the actions.
The strategy focuses on local, achievable initiatives,
which we believe will make a difference in addressing
urgent global challenges like climate change, environmental
degradation, prosperity and wellbeing for people
and communities. Some of our local initiatives include:
• Promoting healthy reefs and clean oceans locally
• Aiming for zero net emissions by 2050
• Running community projects and good neighbour
programmes
• Protecting marine and bird life
• Continuing to build a workplace that embraces
diversity and cultural values
• Adopting clean energy solutions, and
• Minimising waste and duplication of resources.
Many of the planned sustainability actions are already
underway. These include:
• Launching a Marine Cultural Health Programme
• Installing LED floodlight towers
• Reducing carbon emissions
• Creating artificial reefs to increase biodiversity
• Undertaking water quality surveys and monitoring, and
• The protection of at-risk bird species that make their
home at Napier Port.
We recognise that becoming a more sustainable business
is a journey, not a destination. While we have a solid
foundation, we understand that the quick fixes are few,
and a sustained, long-term effort is required.
24 / NAPIER PORT – TE HERENGA WAKA O AHURIRI

UN GLOBAL SUSTAINABLE DEVELOPMENT GOALS
In its 2030 Agenda for Sustainable Development, the United Nations set out its 17 interlinked
Sustainable Development Goals, designed to be ‘a blueprint to achieve a better and more sustainable
future for all’. The SDGs form part of the United Nations’ universal call for all countries
to address the urgent environmental, political and economic challenges facing our world.
At Napier Port we have identified 14 of the 17 SDGs as relevant to our sustainability strategy.
OUR
SUSTAINABILITY
FRAMEWORK
PEOPLE
MANAAKITANGA
We are focused on
the safety, well-being/hauora
and development of our people
and our community.
PROSPERITY
ŌHANGA ORA
We are focused on sustainable
business growth and supporting
the prosperity of our region.
PARTNERSHIPS
RANGAŪ
We are focused on authentic
partnership with our community,
stakeholders and
mana whenua hapū.
PLANET
KAITIAKITANGA
We are focused on protecting/tiaki
and enhancing the environment/
taiao in which we operate.
ANNUAL REPORT 2021 – TE PŪRONGO Ā-TAU 2021 / 25

to measure qualitative and
quantitative data and assess
the overall health of the Ahuriri
area and its people. This data is
available to the public in real time
on marineculturalhealth.co.nz
Since its launch, the MCHP
has been of significant interest
to universities, councils and the
wider marine science community.
We are currently engaging with
Ngāti Kahungunu to undertake
the monitoring component of the
programme from summer 2021/22.
ARTIFICIAL REEF
CONSTRUCTION –
PARTNERSHIP WITH
LEGASEA HAWKE’S BAY
This year saw the creation of two
new artificial reefs to enhance the
existing habitat and health of the
region’s marine life and provide for
local recreational fishing. The reefs
are the successful outcome of a
constructive and ongoing partnership
between Napier Port and LegaSea
Hawke’s Bay, a group of recreational
fishers dedicated to rebuilding
Hawke’s Bay fish stock.
The reefs were constructed with
naturally occurring limestone rock,
taken from a revetment wall at Napier
Port which was dismantled as part
of the new 6 Wharf construction.
We have also worked closely with
the Mana Whenua Steering Komiti
and the wider Fisheries Liaison
Group. Both groups have been set
up in partnership with Napier Port
to protect water quality, Pānia Reef,
kai moana, fisheries, and other
sites of cultural, environmental
and recreational significance in
Te Matau a Māui, or Hawke Bay,
as Napier Port undertakes its
current 6 Wharf construction
and dredging programme.
KORORĀ SANCTUARY
AND RESEARCH
PARTNERSHIP WITH
MASSEY UNIVERSITY
The Napier Port kororā (little blue
penguin) sanctuary was established
in 2019, to protect this at-risk
species. The on-port sanctuary
provides a safe space for the little
blue penguins as it is free from cats
and dogs and has no public access.
We are now in our third year
of a partnership with Professor
John Cockrem, Professor
of Comparative Endocrinology at
Massey University, to support kororā
research and conservation advocacy
at Napier Port and around
New Zealand. New work that has
begun this year includes tracking
studies to give the first data for
the Hawke Bay on kororā foraging
locations and diving behaviour.
The health of our local kororā
population is considered a good
indicator in mātauranga Māori of
the general health of the coastal
environment. At last count, we had
178 kororā locations around our
wharves as well as breeding pairs
in the kororā sanctuary.
MARINE CULTURAL
HEALTH PROGRAMME
The Marine Cultural Health
Programme (MCHP) is a partnership
between mana whenua hapū and
Napier Port to monitor the health
of the marine environment in and
around the Ahuriri area. Launched
in 2021, it is the first marine cultural
health programme of its kind
in New Zealand.
To develop the programme,
we worked side by side with a
Steering Komiti of representatives
from different marae, hapū and
mana whenua entities, to develop
an innovative monitoring framework
that balances Western science
and a Māori worldview.
The Cultural Monitoring Framework
monitors health through use of two
pou – Mana Moana, representing
the health and wellbeing of the
Ahuriri marine ecosystem, and Mana
Tangata, representing the strength
of connection of mana whenua to the
marine environment. The framework
uses a ‘family tree’ of indicators
26 / NAPIER PORT – TE HERENGA WAKA O AHURIRI

CLIMATE CHANGE RELATED DISCLOSURE REPORT
In 2021 we published our inaugural
Climate Change Related Disclosure
Report, seeking to provide
stakeholders with an understanding
of the potential financial implications
of climate change on the
Napier Port business. The report
was prepared in accordance with the
recommendations of the Taskforce
on Climate-related Financial
Disclosures (TCFD).
We expect to continue to improve our
climate-change-related disclosures
as we gather more information and
knowledge, and continue to deliver
our sustainability goals and strategy.
In particular we are prioritising
the development of emission
measurement and reduction pathways.
Following a ‘whole of port’ climate
change risk assessment – looking
at infrastructure resilience, trade
forecasting, land levels, weather
conditions, emergency preparedness
and habitat modification – we
identified 53 climate-related risks
and opportunities. This year’s report
sets out our governance of climate-
related risks and opportunities over
a 50-year timeframe. It describes our
processes for identifying, assessing
and managing climate-related risks,
and considers how those risks
are integrated into our overall risk
management. Climate-related risks
are reviewed at least annually to
ensure they reflect material changes
in our knowledge, business strategy
and operating environment.
The impacts of climate change
considered most material to
Napier Port are summarised below.
PHYSICAL RISKS
(in particular due to our coastal
location and susceptibility
to sea-level rise):
• Increase in sea level, leading
to inundation
• Extreme rainfall events, affecting
our stormwater system
• Erosion, particularly shingle
movement during swell events
• Drought, particularly its impact on
our meat and horticulture customers.
TRANSITION IMPACTS
(risks and opportunities from
transitioning to a lower-emission
global economy):
• Government regulation regarding
a shift to the low-carbon economy
resulting in higher fuel costs
• Government regulation to
encourage shift to alternative fuels
• Shipping, particularly ship to shore
power connecting to a ‘green’ grid
• Rail, as a material increase in use
would require changes to our
operations and infrastructure.
At this stage, we do not consider
that the effects of climate change
materially change our overall strategy.
This is because sustainability
is embedded into our ways of
working as we continue to look
after people, planet and place.
Planning to address larger financial
infrastructure improvements required
over the medium to long-term will
be embedded within our asset
management plans and infrastructure
master plan. In the short-term,
we are completing more detailed
investigations of physical climate-
change effects, and will then
include mitigation of these physical
risks into our Master Planning and
procurement processes.
During 2021, we conducted
additional work on further defining
our greenhouse gas emissions
inventory to enable a better
understanding of our emissions
profile. This enables ongoing
measuring and reporting and
our setting of targets.
We have reported on our Scope 1,
Scope 2 and limited Scope 3
emissions for a number of years
on our website. We are currently
improving our reporting systems, with
2022 being our first complete year
of emissions measurements using
expanded Scope 3 definitions.
In the year to 30 September 2021,
our total carbon emissions were
10,221 tonnes or 0.00174 tonnes/
CO2e per cargo tonne, up from
8,341 tonnes or 0.00165 tonnes/
CO2e per cargo tonne in 2020.
The increase in emissions correlates
with an increase in annual cargo
volumes, with the majority of the
increase relating to increased
fuel usage for generators to keep
refrigerated containers cool while
stored on port awaiting shipment.
Our peak season extended longer,
and refrigerated containers resided
longer on port as a consequence
of global shipping disruption. This
disruption also required increased
container handling movements,
increasing heavy plant activity
and fuel consumption. We expect
infrastructure improvements over
time combined with new technology
to enable us to contain emissions
as trade volumes increase.
Our Sustainability Strategy and the
Climate Change Related Disclosure
Report are available at
www.napierport.co.nz
CLIMATE
CHANGE RELATED
DISCLOSURE REPORT
OCTOBER 2021
ANNUAL REPORT 2021 – TE PŪRONGO Ā-TAU 2021 / 27

28 / NAPIER PORT – TE HERENGA WAKA O AHURIRI

ACHIEVING OUR GOALS
OUR FOUR KEY GOALS – CUSTOMER
CONNECTION, HARNESSING DATA AND
TECHNOLOGY, NETWORKED INFRASTRUCTURE
AND COLLABORATIVE PARTNERSHIPS –
DRIVE OUR ACTIVITIES TOWARDS DELIVERING
ON OUR PURPOSE. OUR GOALS GUIDE OUR
PLANNING, BUT ARE FLEXIBLE ENOUGH
TO ALLOW US TO RESPOND QUICKLY
TO CHANGE AROUND US.
ANNUAL REPORT 2021 – TE PŪRONGO Ā-TAU 2021 / 29

30 / NAPIER PORT – TE HERENGA WAKA O AHURIRI

CUSTOMER
CONNECTION
We want to work more closely with our customers to know them, their business and the environment
they are operating in, developing efficient cargo solutions they need.
Customers are the lifeblood that keeps our business
operating, and we work hard to understand their
businesses and how we can help them to achieve their
goals. Uncertainty around the supply chain, with global
shipping disruption and COVID-19 lockdowns, has been
a big challenge this year, and we have done all we can
to support our customers’ resilience and tenacity.
STRATEGIC PRIORITIES TO FOSTER A CLOSER
CUSTOMER CONNECTION INCLUDE:
CREATING VALUE FOR CUSTOMERS
In a time of global shipping disruption and congestion
issues within New Zealand’s northern ports and supply
chain infrastructure, we have done our best to be
responsive and flexible, doing all we can to ensure shipping
continues smoothly through Napier Port. Our goal has
been to be as approachable, accommodating and available
as possible. Tangible examples of this include widening
cargo receival windows, prioritising quick response times,
proposing customer-focused solutions and improving
service levels across the board.
This year we commissioned four independent, anonymous
surveys of our customer segments for honest feedback
on our service levels and where we can improve.
We set ourselves a target of 7.3 out of 10 as an overall
customer satisfaction score, and were very pleased
to receive a consolidated overall customer satisfaction
score across the four surveys of 7.9. Our customers
recognise that here at Napier Port we are doing all we
can to keep their goods flowing across our wharves,
and developing flexible, fit-for-purpose solutions to their
shipping challenges.
PROPEL CUSTOMER SOLUTIONS
Propel, our vehicle booking system designed for transport
operators, was rolled out last year to great success,
achieving a customer satisfaction rating of 9.5/10
in an anonymous and independently managed survey.
This year, we have begun to extend the use of the highly
flexible and secure Propel platform for customer-facing
digital services and communications, including digital
delivery of import advice and export pre-advice processes.
Design and development of this expansion of the Propel
platform has been completed and is currently being tested.
OPERATIONAL IMPROVEMENTS
FOR OUR LOGGING CUSTOMERS
Log volumes through the port have significantly increased
this year, but of course our land footprint has not. We have
focused on refining our layout and traffic management
plans to allow for this increase in volume.
Methyl bromide as a phytosanitary treatment of logs
has been a requirement of some log export markets for
many years. This year, the New Zealand government has
implemented requirements for stepped improvements to
increases of the capture of methyl bromide from containers
and covered log stacks, starting from 1 January 2022.
At Napier Port, we will no longer allow the use of methyl
bromide for fumigation of logs from 1 January 2022,
ahead of the government’s timetable. In its place, we have
commissioned the construction of a mobile log debarker.
Benefits from using a debarker include improved log yard
utilisation, reduced emissions of environmentally harmful
methyl bromide, improved log turnover capability
and turning bark from our log yard into mulch
to be used on orchards, gardens and planting projects.
Commitments from our valued logging customers
have enabled us to confidently invest in the new
debarker machinery.
A further bulk cargo initiative commencing this year is the
development of log grabs for use on our existing mobile
harbour cranes. These will be used for loading logs onto
vessels. We are currently having prototype log grabs built,
and will be trialling them in 2022. Log grabs replace the
loading of logs onto vessels using wire slings from ships’
cranes and will be a significant safety improvement for log
loading operations on port as well as enabling operational
efficiencies with an increased throughput of logs.
ANNUAL REPORT 2021 – TE PŪRONGO Ā-TAU 2021 / 31

32 / NAPIER PORT – TE HERENGA WAKA O AHURIRI

STRONGER CUSTOMER
RELATIONSHIPS
Close working relationships with our valued customers are essential to our business.
Our customers trust in us and our reliability, innovation and commitment to move their cargo
across our wharves. Here are some examples of closer customer connection in action.
PAN PAC FOREST PRODUCTS
For 50 years, Pan Pac has been growing, processing and
delivering quality forest products to international markets.
Napier Port has been alongside from day one, moving
Pan Pac’s timber and wood-pulp products across
our wharves and out to the world.
Established in Whirinaki in 1971, Pan Pac is a significant
economic contributor to the Hawke’s Bay region.
With a workforce of over 380 permanent employees
and 450 contractors in forestry, harvesting and transport
operations, approximately 1% of Hawke’s Bay’s workforce
are employed directly or indirectly by the company.
Pan Pac is a significant strategic customer of
Napier Port through its log, pulp and timber businesses.
Our Port Pack operations pack all of Pan Pac’s
containerised exports on port, which allows for bulk
delivery and reduced movements of empty containers
across the region. We have strong relationships at all
levels of Pan Pac, with close communication between
the respective management and operational teams.
Pan Pac’s commitment to supporting log debarking
services and mobile harbour crane trials at Napier Port
has been a vote of confidence for us to proceed with
this investment. Both businesses share technical expertise
in infrastructure and engineering, and are aligned across
many community and sustainability initiatives.
Pan Pac Managing Director Tony Clifford says,
‘Napier Port is a vital link in Pan Pac’s international
supply chain for logs, lumber and pulp. One of the reasons
why Pan Pac established its operations at Whirinaki
50 years ago was the nearby access to a deep-water
port with international capabilities. Pan Pac’s volume
through the Port and the services that are provided
have continued to grow over this time.’
CEO Todd Dawson says, ‘Pan Pac’s presence in
Hawke’s Bay and volume through the port contributes
significantly to the ability of Napier Port to attract
and retain international shipping services to Napier.
We are proud to enable Pan Pac to deliver its products
to the world.’
FORTUNA FOREST PRODUCTS
Napier Port is proud to work with Fortuna Forest Products,
a growing log-trading company shipping sustainably
grown logs from forests across the central North Island
to China and other Asian markets. Fortuna supplies radiata
pine logs in all grades and lengths, and also offers smaller
volumes of douglas fir, poplar, eucalyptus, macrocarpa
and spruce.
Fortuna’s log volumes across our wharves have increased
significantly since we began working together in 2017,
and the company is now one of our largest log exporters.
A flexible and responsive operator, Fortuna is collaborating
with Napier Port to support our debarker initiative
and mobile harbour crane trials.
KRAFT HEINZ NEW ZEALAND
Kraft Heinz New Zealand is a major exporter and
employer for our region, with many of its iconic Wattie’s-
branded products grown and processed right here in
Hawke’s Bay. Part of one of the world’s leading food and
beverage companies, Kraft Heinz New Zealand is a global
company with a strong local history. The company’s Wattie’s
story started in Hawke’s Bay in 1934, and it now has two
large, world-class manufacturing sites in Hastings.
Napier Port works closely with Kraft Heinz delivering
containerised imports and exports to the Hawke’s Bay
region, collaborating closely to manage recent global
shipping disruption and scheduling challenges.
We have strong, long-term relationships with the
Kraft Heinz teams in both New Zealand and Australia,
and often work together on wider supply chain solutions
for the region.
ANNUAL REPORT 2021 – TE PŪRONGO Ā-TAU 2021 / 33

34 / NAPIER PORT – TE HERENGA WAKA O AHURIRI

HARNESSING
DATA A N D
TECHNOLOGY
We are developing innovative technology that delivers value to our own business and are
now extending that value to our customers and other industries outside the port gate.
Effective use of data and technology throughout our
business drives efficiencies and creates new income
opportunities for the port.
COMMERCIALISATION OF DIGITAL APPS
We have continued to develop our digital applications
and grow our customer base. This has not only achieved
new revenue streams for Napier Port, but is enabling us
to develop a user community that can share and leverage
leading practice.
OUR RANGE OF COMMERCIALISED DIGITAL
APPLICATIONS INCLUDE:
SHAREWATER
Our in-house Harbour Management Software is used
to plan and optimise vessel movements. Sharewater
enables us to more efficiently deploy our people, plant
and infrastructure in the port’s marine environment. It has
been designed and built by our people, who use it every
day. We have now commenced delivery of customised
Sharewater application services for other New Zealand
ports, who will be using it for their harbour management
needs, and are in discussions with international ports.
PORT PASS
A Maritime New Zealand endorsed identity card, Port Pass
is used for secure access to port operations. Linked to our
safety induction process and automated security system,
we currently have approximately 7000 port pass cards
issued to port users.
PROPEL
Our in-house Vehicle Booking System makes it easier
for transport operators to book a timeslot for pick-up and
delivery of containers at Napier Port, providing improved
visibility, access and communication with Napier Port to
help our customers and supply-chain partners with their
business planning. This simple and intuitive software also
allows us to better manage terminal capacity and demand.
INTEGRATED BUSINESS PLANNING
Continual improvement in the development and use
of planning technology has enabled us to better link
customer needs with our operational planning. In a time
of shipping disruption and change, this has allowed
us to plan more effectively and to provide flexibility
for our customers.
Customer feedback has confirmed that improvements in
operational planning through technology enhancements is
achieving tangible benefits for our customers’ businesses,
by allowing Napier Port to respond dynamically to rapidly
changing supply-chain patterns throughout the year.
ANNUAL REPORT 2021 – TE PŪRONGO Ā-TAU 2021 / 35

36 / NAPIER PORT – TE HERENGA WAKA O AHURIRI

NETWORKED
INFRASTRUCTURE
Napier Port is part of an interconnected network of supply-chain infrastructure that supports
New Zealand’s importers and exporters. At Napier Port we’re building and connecting our infrastructure
with a long-term view in mind. We want to connect a whole North Island network that can provide end-
to-end supply-chain solutions for our customers and our region, building in resilience and ensuring those
networks connect seamlessly. We’re now extending our services across this network by offering our own
logistics services with landside transport, cargo handling and logistics solutions that create efficiencies
for our customers.
SUPPLY CHAIN NETWORK SOLUTIONS
As part of our increased service offering to customers,
we launched the Napier Port Logistics Service in March
this year. This logistics service provides our customers
with a greater range of freight and cargo-handling
options, and allows us to extend our reach by offering our
services to customers outside the Hawke’s Bay region.
We’ve extended our partnership with KiwiRail and local
transport and logistics providers to offer Napier Port
managed logistics services, providing a seamless link to
our port across both import and export cargo. Growing the
central and lower North Island supply chain network is an
important strategic initiative for our business.
MANUWATŪ INLAND PORT
The Manawatū Inland Port (MIP) has gone from
strength to strength this year, forming an important
part of our wider network of supply-chain infrastructure
and linkages through to the central North Island for
customers of Napier Port. MIP offers a range of port
services including container handling, storage, pre-trip,
rail marshalling, transitional facility services and MPI
biosecurity inspections, cross-dock facilities, dry storage
warehousing, pick pack and devanning services, cargo
fumigation and container repairs.
MIP is a joint venture partnership between Napier Port,
Ports of Auckland and Hall’s Group. It provides inland
port services to major shipping lines (Maersk, Hamburg
Sud, CMA CGM, ANL and MSC) and offers cargo
owners convenient access to shipping services within
the Manawatū region and the ability to onhire and dehire
container equipment locally through MIP.
Rail services run five days a week between Napier Port
and MIP, with complementary road services seven days
a week. MIP is a formal point of acceptance for empty
and full containers both to and from Napier Port.
This end-to-end service has attracted new cargo to
Napier Port, giving customers the option of one-way
landside moves and better access to container shipping
equipment and services.
WHAKATŪ INLAND PORT
The timeframe for development of another important
part of our supply chain network solution, the Whakatū
Inland Port, has shifted from the coming year to its original
medium- to longer-term timeframe. We remain committed
to developing the Whakatū Inland Port as part of our
supply-chain network infrastructure, and are continuing
to engage with all stakeholders, including the
local community and mana whenua.
ANNUAL REPORT 2021 – TE PŪRONGO Ā-TAU 2021 / 37

Construction of 6 Wharf, is continuing at pace. One of
the most significant investment projects in our 150-year
history, this 350-metre wharf will unlock future growth
opportunities across the central and lower North Island.
6 Wharf will open Napier Port up to handle and manage
the increasing numbers of shipping vessels arriving every
day. We will be able to accommodate the larger container
trade vessels arriving in New Zealand, providing us with
greater operational flexibility and significantly reducing
port congestion for bulk cargo vessels as well. The new
wharf will be able to accommodate much larger vessels,
including 50-metre-wide container ships and Oasis-class
cruise liners.
Construction of 6 Wharf is progressing well, and the
Wharf is now expected to open during the second half
of the 2022 financial year. We expect the final cost to
range between $173-$179 million, lower than our earlier
estimate of $173-$190 million.
By year end we had completed installation of all 400 deck
piles, a major construction milestone. The construction risk
profile has now reduced with the completion of the piling.
Bringing 6 Wharf online will increase our resilience
in the event of a significant earthquake. The wharf
is being built to Importance Level 4, which provides
a high level of seismic resilience. Napier Port is part
of New Zealand’s critical lifeline infrastructure, and the
port will be essential in keeping cargo flowing for our
region should a natural disaster occur.
Sustainability has been an overriding consideration
throughout the 6 Wharf build, with detailed planning
undertaken with mana whenua, fishing groups and other
marine users during a comprehensive resource consent
process. We remain fully compliant with our consent
conditions, in particular the water quality requirements
at Pānia Reef.
Many of our sustainability actions set out in the Sustainability
Strategy are associated with the construction of 6 Wharf,
including the construction of two artificial reefs from the
limestone from a dismantled revetment wall, creation of our
kororā sanctuary and regular commercial fishing and water
quality surveys to monitor our local marine environment.
38 / NAPIER PORT – TE HERENGA WAKA O AHURIRI

22
OF 32
DECK POURS
COMPLETE
69
%
OF DREDGING
IS COMPLETE
ALL
400
REINFORCED
CONCRETE PILES
COMPLETED
PROJECT
COMPLETION
BROUGHT FORWARD
TO SECOND HALF
OF 2022 FINANCIAL
YEAR
ALL
4500
SEAWALL REVETMENT
ARMOUR BLOCKS
CAST
10
MOORMASTER
UNITS HAVE
ARRIVED ON
PORT
OVER
185
KORORĀ
MICROCHIPPED
ON PORT
PAVEMENT
AND GROUND
IMPROVEMENTS
UNDERWAY
ANNUAL REPORT 2021 – TE PŪRONGO Ā-TAU 2021 / 39

Mana Whenua Steering Komiti members
Chad Tareha, Jenny Mauger and
Margie McGuire at the launch of the
Marine Cultural Health Programme in April.
40 / NAPIER PORT – TE HERENGA WAKA O AHURIRI

COLLABORATIVE
PARTNERSHIPS
We want to partner with others, because we recognise we can achieve a better
outcome working together than we would on our own.
COMMUNITY ENGAGEMENT
At Napier Port we recognise that we operate within
a broader ecosystem and create a significant imprint on
our community and surroundings. We want to be an active
participant in our local community and it is important to us
that we openly engage with our community throughout the
year to better understand and communicate issues that
affect us all.
COMMUNITY INITIATIVES INCLUDE:
MANA WHENUA STEERING KOMITI
Our Mana Whenua Steering Komiti continued to meet
and work well this year, providing invaluable input into
Marine Cultural Health Programme and the monitoring
commitments therein. The komiti comprises
15 representatives from different marae, hapū
and mana whenua entities together with Napier Port.
COFFEE IN THE GULLY
In October we met with neighbours in Sturm’s Gully
on Bluff Hill, a residential area adjacent to our operations.
A coffee cart provided refreshments while we spoke
with people about port operations, noise mitigation
and 6 Wharf construction. Following positive feedback,
we plan to hold another Coffee in the Gully morning
this summer.
NOISE MITIGATION PROGRAMME
We know that keeping noise to a minimum is important
to our community, and we proactively work to minimise
the noise of our operations. Positioning of containers
to buffer sound, investing in new quieter mobile plant,
relocating transfer operations away from properties
and installing mufflers on tugs are some of the ways
noise is minimised on port.
ANNUAL REPORT 2021 – TE PŪRONGO Ā-TAU 2021 / 41

We meet regularly with the Napier City Council and local
residents to ensure best practice in noise minimisation
and mitigation, going further than the requirements in the
City of Napier District Plan. We have a noise monitor on
Napier Hill that monitors and reports decibel levels, and data
is used for compliance with the district plan’s noise limits.
We have completed noise mitigation packages at 13 houses.
Four more houses currently have mitigation underway,
and a further five are scheduled for assessment.
COMMUNITY ENGAGEMENT SURVEY
This year we commissioned independent market
research specialists Research First to carry out a
community engagement survey, gauging the level
of community sentiment towards Napier Port and our
operations. The survey followed up with one-on-one
interviews with some individual participants, deep diving
into their perceptions of Napier Port, what we do well
and areas for improvement.
SPONSORSHIPS
Sponsorship of initiatives supporting our community,
sustainability initiatives and our people aligns with
our purpose of creating a thriving region. At Napier Port
we are proud to support many fantastic initiatives across
our region, including the following:
CAPE SANCTUARY
Cape Sanctuary, a wildlife restoration project based
at Ocean Beach in Hawke's Bay, is a new sponsorship
for Napier Port. Its model for sustainable conservation,
and its 'open source' philosophy means it shares what
it learns about protecting New Zealand's endangered
species. Sponsoring the Cape Sanctuary is a tangible
way to demonstrate our commitment to sustainability,
which is an underlying foundation of our business strategy.
Cape Sanctuary is home to many endangered species,
including the shearwater, a threatened seabird.
Supporting the shearwater ties in well with the name
of our Sharewater harbour management software.
NAPIER PORT HAWKE’S BAY PRIMARY
SECTOR AWARDS
These awards recognise the outstanding commitment
of our region's primary sector farmers, foresters and the
rural professionals who support them. We’re proud to
be the principal sponsor of this annual event promoting
excellence and showcasing the fantastic primary sector
industry that underpins the success of our port.
EXPORTNZ HAWKE’S BAY EXPORT AWARDS
Exports are the lifeblood of our region, and Napier Port
is proud to connect exporters and their products with
markets around the world, showcasing the fantastic
primary sector industry that underpins the success
of our port. We sponsor the Unsung Hero Award
at the ExportNZ Hawke’s Bay Export Awards.
42 / NAPIER PORT – TE HERENGA WAKA O AHURIRI

WAKA EDUCATION PROGRAMMES
We are proud to support the Ātea a Rangi Educational
Trust to deliver educational experiences for youth about
waka taurua sailing and navigation skills. We also support
the Te Matau a Māui Voyaging trust in their work with their
22-metre waka hourua, a double-hulled voyaging canoe
based in Ahuriri, Napier.
NAPIER PORT OCEAN SWIM
Ocean swimming has a keen following in Hawke’s
Bay, and we are pleased to support this annual event
celebrated right on our doorstep in the sheltered waters
along Hardinge Road next to our port. In association
with Surf Life Saving New Zealand, Sport Hawke’s Bay
and TriHB, the Napier Port Ocean Swim features events
for all ages and abilities.
NAPIER PORT FAMILY FISHING CLASSIC
As primary sponsor of the Napier Port Family Fishing
Classic, we are proud to work with the Hawke’s Bay
Sports Fishing Club to support our fishing community
and families with this boat-based competition. This year
we had some special guests: two orca feeding along
the Hawke’s Bay’s coast came to visit.
ANNUAL REPORT 2021 – TE PŪRONGO Ā-TAU 2021 / 43

44 / NAPIER PORT – TE HERENGA WAKA O AHURIRI

CULTURE
OF CARE
Our business can only ever be as good as the people within it – and we have the best! A thriving
culture of care underpins our business strategy, making it all possible. This year we have made good
progress on innovative recruitment and retention approaches, implemented and refined our COVID-19
preparedness during the Alert Level 4 lockdown in August, and launched a new employee engagement
survey mechanism to better understand our workforce’s views.
PERFORMANCE AND TALENT
DEVELOPMENT PROCESS
A new performance and development process was
implemented this year, enabling an efficient cascade
of objectives across our teams and through to individuals,
and a method to track and review performance.
Our port-wide talent and succession-planning process
has become more strongly established, ensuring we keep
the spotlight on our established and emerging talent
across the business as well as keeping a close eye
on areas of potential risk with key individuals and teams.
KORERŌ MAI –
EMPLOYEE ENGAGEMENT SURVEY
We kicked off a new annual employee engagement
survey, Korerō Mai. Survey responses were anonymous,
with responses collated and reported to us by Culture
Amp, an independent employee-experience platform.
We were pleased that 71% of our workforce participated
in the survey, which revealed a 77% overall engagement
score, 5 percentage points higher than comparable
benchmarks from Culture Amp’s Oceania database
of 4500 companies.
ANNUAL REPORT 2021 – TE PŪRONGO Ā-TAU 2021 / 45

EMPLOYEE RECOGNITION SCHEME
Our annual employee recognition scheme had a refresh
this year, incorporating Napier Port shares as part of the
overall payment that is issued annually at the discretion
of the board. The metrics for achieving the payment
cover financial targets, customer survey results, health
and safety metrics, and process improvements for bulk
and containerised cargo. Each year we will review these
metrics and set new targets for the year ahead.
When Napier Port listed in 2019, 97% of our employees
became shareholders, creating a shared sense of
ownership in our business and its performance. This is
an important part of our culture; including shares as part
of the recognition payment links employee actions
to a stake in our business outcomes. Providing shares
as part of our employee recognition scheme also provides
us with the opportunity to maintain a high level
of employee ownership over time.
With strong performance across most metrics in 2021
and record turnover and profit, employees (excluding the
senior management team) will each receive a pro-rata
payment of $2,779 consisting of cash and shares.
TE AO MĀORI
Our Te Ao Māori strategy considers ways to incorporate
te reo and te ao Māori (Māori language and worldview)
into the Napier Port business. Te Kāhui o te Herenga
Waka O Ahuriri, established in 2020, has gone from
strength to strength, meeting regularly and driving
te ao Māori throughout our business.
Current initiatives include:
• Te reo classes for interested employees. The first
cohort has completed their twice weekly Level 1
and 2 classes, and a new round of classes has
started for the second cohort.
• Launching of the Marine Cultural Health Programme.
This marine monitoring programme has an innovative
framework that balances Western science
and a Māori worldview.
• Port-wide involvement with Te Wiki o Te Reo Māori
(Māori Language Week), with te reo calendars, te reo
labelling in break rooms, meeting room phrase cards,
te reo translations of job titles for email signatures
and additional cards added to our Akoranga Puti Kāri
(te reo learning cards).
• Support for Matariki celebrations, with our people
attending Ātea A Rangi Educational Trust events
at the Waitangi Regional Park.
46 / NAPIER PORT – TE HERENGA WAKA O AHURIRI

DIVERSITY AND INCLUSION
Our Diversity and Inclusion policy was updated this year,
and features throughout our strategic plan. At Napier Port
we believe that when our team better reflects the diversity
of our community, our business thrives.
Diversity and inclusion is part of our Culture of Care.
This year we have focused on strong recruitment
practices and the development of career pathways
for our operations teams, including working with local
schools and marae to highlight employment opportunities
at Napier Port. We have taken on summer interns in our
health and safety and infrastructure teams, and prioritised
wellbeing including Mental Health Awareness week
initiatives. Fostering talent, succession planning and
supporting people through career transitions (retirement
and reskilling) are also important work streams in this area.
WHĀNAU DAY
In November we opened our Port to family and friends
for our first Whānau Day in eight years. Over 600 people
took the opportunity to take a closer look at Napier Port
and its operations.
Whānau were invited to take a tour of a tug, sit in the cabs
of some of our heavy machinery and jump on board the
Art Deco buses for a tour of the port including the 6 Wharf
development. Tug boat ‘ballet’ shows, demonstrations from
talented Customs’ dogs, a bouncy castle and our penguin
team were all highlights from the day.
FUTURE CAREERS AT NAPIER PORT
We were pleased to support the Graeme Dingle
Foundation at two career days at local high schools,
highlighting potential operational careers at Napier Port.
We also enjoyed hosting students through Connexis’
Girls With Hi Vis programme, encouraging young
women to consider training for infrastructure careers.
ANNUAL REPORT 2021 – TE PŪRONGO Ā-TAU 2021 / 47

COVID-19 RESPONSE
As a maritime border, our Tier 1A border workers
have been tested regularly for COVID-19 since 2020.
All our Tier 1A border workers are fully vaccinated.
We have now moved to update our COVID-19
Response policy to bring mandatory vaccination
for all Napier Port employees into place.
At Napier Port we take our obligations to provide for
the health and safety of our employees, port users and
community extremely seriously and will be working with
our community of port users alongside public health
officials and government guidance to introduce mandatory
vaccination requirements for all people accessing
Napier Port facilities.
HEALTH AND SAFETY ROADMAP
Our overriding health and safety goal is to ensure
everyone who comes to Napier Port goes home safely
every day.
Progress continues on our Health and Safety roadmap,
which began in 2020. The roadmap focuses on three
key strategic projects:
• Safety Management System, implementing the
ISO45001 management system,
• Critical Risk Control Management programme, and
• Implementation and bedding in of the SAI 360 health
and safety management information system.
This year we have completed 12 critical risk bow-tie
assessments, focusing on hazards with the potential to kill
or cause serious harm. These 12 critical risks addressed
a range of marine and shore-based hazards that could
be encountered in day-to-day port operations as well
as an assessment of COVID-19 risk.
The next step, already well underway, is to complete and
validate critical control plans for each of these risks and
to implement changes throughout the business if required.
Significant financial support has been allocated
in budgets to ensure progress continues at pace.
FATIGUE MANAGEMENT
Managing fatigue from shift work is an important health
and safety focus for our business. The Fatigue Working
Group, whose members are drawn from across our
workplace, regularly develop fatigue management
initiatives. These include a fatigue-management toolkit,
a shift-work educational booklet, coaching, and integrating
labour allocation rosters with FAID Quantum fatigue
assessment software to ensure safe shift-work schedules.
TSUNAMI EVACUATION
On 5 March 2021, our tsunami preparedness was tested
when three earthquakes struck near the Kermadec Islands,
some 600km off the coast of New Zealand. Given the
subsequent tsunami threat to low-lying coastal areas
of Hawke’s Bay, people in the red evacuation zone in
Hawke’s Bay were advised to evacuate by the Hawke’s
Bay Civil Defence Emergency Management Group.
At Napier Port we had practised a full port evacuation in
2020, so when the call came to evacuate, we were ready.
After waiting at our nearby tsunami evacuation point
on Bluff Hill, we returned to the port when it was safe
to do so after being given the all clear.
48 / NAPIER PORT – TE HERENGA WAKA O AHURIRI

OUR PEOPLE
298
TOTAL
PERMANENT
EMPLOYEES
1
39
PEOPLE HAVE
WORKED AT THE PORT
FOR 20
+
YEARS
6.57
LOST TIME INJURY
FREQUENCY RATE PER
200,000 HOURS WORKED
3
12
CRITICAL RISK BOW
TIES DEVELOPED
17
%
OF
EMPLOYEES
ARE FEMALE
83
%
OF
EMPLOYEES
ARE MALE
3,083
HEALTH & SAFETY
INDUCTIONS
COMPLETED
34
%
OF EMPLOYEES
ARE UNDER
40 YEARS
310
PLACES ON
HEALTH AND SAFETY
COURSES
2
1 As at 30 September 2021.
2 Course availability was reduced due to COVID-19 restrictions.
3 Reflects an increase in soft-tissue injuries.
19811981
5
ISO45001
HEALTH & SAFETY
FRAMEWORKS
INTRODUCED
(A TOTAL OF 11)
ANNUAL REPORT 2021 – TE PŪRONGO Ā-TAU 2021 / 49

BOARD OF DIRECTORS
ALASDAIR MACLEOD
Independent Director and Chair
HND (Civil), MBA, CMInstD
Alasdair joined the Napier Port
Board in 2014 and was appointed
Chair in December 2014. Originally
a civil engineer, Alasdair has a broad
range of experience across the
energy, infrastructure, technology
and primary sectors. As a partner
at Deloitte for 12 years, Alasdair led
the teams that developed
New Zealand’s Aquaculture Strategy,
Horticulture Strategy and Red Meat
Sector Strategy. Alasdair is Chair
of technology business Silverstripe
Limited, and the independent
member of the Board Appointments
Committee for IHC New Zealand,
and a trustee of Big Brothers Big
Sisters Hawke’s Bay. He has recently
been appointed independent Chair
of Trade Window Holdings Limited
(after balance date).
Alasdair was until recently Chair
of the Hawke’s Bay chapter of
ExportNZ (a division of BusinessNZ),
and was involved in authoring the
Hawke’s Bay Regional Economic
Strategy – Matariki.
STEPHEN MOIR
Independent Director
Stephen was appointed as a director
of Napier Port in December 2016
and is the Chair of the Audit and
Risk Committee. Stephen brings an
extensive background in institutional
banking and financial markets,
having held senior roles at Westpac
Institutional Bank, Credit Suisse
(Singapore) and Citibank (Singapore,
Thailand and Australia).
Stephen is a director of the Todd
Family Office and an advisor to the
ASB Bank Investment Committee.
He was previously a director of
the Guardians of New Zealand
superannuation, a non-executive
director on the BNZ board,
and Chair of both BNZ Life
Insurance Limited and BNZ
Insurance Services Limited, as well
as the advisory board to the Victoria
University Chair of Business in Asia.
Stephen was previously a member of
the NZ Markets Disciplinary Tribunal.
JOHN HARVEY
Independent Director
BCom, FCA, CFInstD
John joined the Napier Port Board
in February 2019. John has a
background in financial services,
including NZX listings, acquisitions,
mergers and financial reporting,
with over 35 years’ professional
experience as a Chartered
Accountant. He was a Partner
at PricewaterhouseCoopers for
23 years, including eight years
as Auckland Managing Partner.
John is a Chartered Fellow
of the Institute of Directors in
New Zealand and is currently a
director of Heartland Bank Limited,
Investore Property Limited, Stride
Property Group, and Kathmandu
Holdings Limited. He previously
served on the board of Port Otago
for nine years, and has been a
director of Ballance Agri-Nutrients
and APN News and Media.
VINCENT TREMAINE AM
Independent Director
BBus, FCPA, FAICD, GAIST
Vincent joined the Napier Port
Board in February 2019. Vincent has
broad experience in the port sector,
having served for 16 years as CEO
of Flinders Ports Holdings, which
owns seven South Australian ports,
the Adelaide Container Terminal
and Flinders Logistics.
Vincent is currently Chair of Riverland
Water Holdings Pty Limited, Chair of
Southern Launch Space Pty Limited,
and a director of South Australia’s
Statewide Superannuation Pty
Limited, Geelong Port Pty Limited,
and Green Industries SA (South
Australia Government Body
Corporate). He has served as Chair
of Ports Australia and the South
Australian Chamber of Commerce
and Industry, and as a director of
Australia’s National Heavy Vehicle
Regulator. Vincent also worked for
Toll Ports and Resources, managing
the ports of Geelong and Hastings
in Victoria. In 2020, Vincent was
awarded Membership of the Order
of Australia (AM) for ‘significant
service to shipping infrastructure
and freight transport’.
HON RICK BARKER
Director
MPP
Rick joined the Napier Port Board
in June 2019. Rick serves as the
Chair of the Hawke’s Bay Regional
Council, and was elected as a
Councillor for Hastings in October
2013. He is also Chair of the West
Coast District Health Board, and a
director of the Hawke’s Bay Regional
Investment Company Limited.
He was previously a Member of
Parliament for 18 years, serving six
years as a Cabinet Minister, a term
as Senior Government Whip, and
also elected as Assistant Speaker
of the House during his tenure.
Rick is currently working on behalf
of the Minister for Treaty of Waitangi
Negotiations to settle historic
grievances against the Crown.
Rick also provides independent
consulting services on a range of
issues. Rick completed a Master’s
Degree in Public Policy in 2012.
50 / NAPIER PORT – TE HERENGA WAKA O AHURIRI

BOARD OF DIRECTORS
DIANA PUKETAPU
Independent Director
FCA, CMInstD
Diana joined the Napier Port Board
in December 2017, and has a
background in commercial, iwi
and sports governance.
Diana is a director of Ngāti
Porou Holding Company, Tāmaki
Redevelopment Company Limited,
Manawanui Support Limited,
New Zealand Olympic Committee,
New Zealand Cricket, DNA Designed
Communications Limited, and most
recently Trade Window Holdings
Limited (after balance date).
She has previously served as
a director of Auckland Council
Investments Limited, World Masters
Games 2017, and was formerly
the Chief Financial Officer of
Ngāti Whātua Ōrākei Corporate.
Diana is a Fellow Chartered
Accountant and a Chartered Member
of the Institute of Directors.
BLAIR O’KEEFFE
Director
BBS (Hons), MInstD
Blair was appointed as a director
of Napier Port in June 2019. Blair
is a professional company director,
with governance experience in local
and central government, and
NZX-listed companies. He is
currently a director of NZX-listed
Z Energy, Central Air Ambulance
Limited and Chair of Hawke’s Bay
Rescue Helicopter Trust. He has
significant port and maritime
experience as former Chair of
Crown entity Maritime New Zealand,
and as longstanding CEO
of a New Zealand port company.
From top left: Alasdair MacLeod, Stephen Moir,
Diana Puketapu, John Harvey, Vincent Tremaine,
Rick Barker, Blair O’Keeffe
ANNUAL REPORT 2021 – TE PŪRONGO Ā-TAU 2021 / 51

SENIOR MANAGEMENT
TODD DAWSON
Chief Executive
BSC, PGDipBus, MInstD, PMP
Todd joined Napier Port as
Chief Executive Officer in January
2018, bringing broad commercial
experience across the transport and
logistics sectors. Prior to Napier Port,
Todd led strategic partnerships and
new ventures at Kotahi Logistics,
working on the introduction of big
ships to New Zealand and intermodal
freight hub joint ventures. He has
over 20 years’ experience behind
him, having worked on international
projects including the transformation
of UK supermarket Sainsbury’s
supply chain. He has previously held
senior roles at IBM, Toll New Zealand
and Mainfreight.
Todd holds a Bachelor of Science
and a Postgraduate Diploma of
Business in Operations Management
from the University of Auckland.
He is a member of the Institute
of Directors in New Zealand and
is Chair of Napier Port’s intermodal
joint venture Manawatū Inland Port.
KRISTEN LIE
Chief Financial Officer
BBS, CA, CFA, CMInstD
Kristen joined Napier Port as Chief
Financial Officer in September 2015.
Kristen has more than 25 years’
financial experience and strong
commercial and strategic planning
skills. Kristen returned to
Hawke’s Bay after some 18 years
working across London, Moscow
and Oslo. His previous roles have
been with the London-based office
of listed shopping centre group
Westfield, London-based property
investment company Grosvenor,
as well as Ernst & Young and
PricewaterhouseCoopers.
Kristen holds a Bachelor of Business
Studies from Massey University
and is a Chartered Accountant,
a Chartered Financial Analyst, and
a Chartered Member of the Institute
of Directors in New Zealand.
DAVID KRIEL
General Manager –
Commercial
M.Prof.Studs. Transport
Management (Dist), FCILT
David joined Napier Port as General
Manager – Commercial in 2018.
David has an extensive background
in transport and logistics and worked
with Lodestar and Oji Fibre Solutions
from 2005 to 2018.
David is a Fellow of the Chartered
Institute of Logistics and Transport.
He is a member of the East Asian
Society for Transport Studies and the
Humanitarian Logistics Association.
David sits on the board of the
New Zealand Cruise Association
as well as the advisory board
of ExportNZ Hawke’s Bay.
VIV BULL
General Manager –
Culture and Community
MSc (Hons)
Viv joined Napier Port in 2011 and
leads our human resources, health
and safety, and community functions.
Her career has included senior
management roles with
the Department of Corrections,
KPMG and the State Services
Commission.
Viv is an independent member of
the audit and risk committee of the
Heretaunga Tamatea Settlement
Trust. She holds a Master of Science
in Organisational Psychology from
the University of Canterbury.
ADAM HARVEY
General Manager –
Marine and Cargo Operations
BA, BCA
Adam joined Napier Port in 2010
and is responsible for log operations,
logistics and planning, security
and shipping operations. He has
a background in human resources
and prior to his current position,
was Napier Port’s Container
Terminal Manager.
Adam holds a Bachelor of
Commerce in Management and
Economics and a Bachelor of Arts
in Geography and Psychology,
both from the University of Otago.
He is the current Chairperson
of the Port Industry Association.
ANDREA MANLEY
General Manager –
Strategy and Innovation
BSc/BCom, MZIMR I & II, DipBA
Andrea joined Napier Port in 2019.
She is responsible for leading
strategic planning and performance,
identifying growth opportunities,
implementing new strategic initiatives
and developing digital solutions.
Andrea has previously worked with
Kotahi Logistics, Goodman Fielder,
Alcatel-Lucent, Brightstar, Vodafone
and IBM.
Andrea holds a Bachelor of Science
in Statistics, Management Science
and Operations Research from
the University of Auckland and a
Diploma in Business Administration
from Henley Management College.
She is a Non-Executive Director
of Pacificomm, a member of the
University of Auckland Strategic
Supply Chain Programme Advisory
Group and a founding member
of the Auckland Women in Supply
Chain Network.
52 / NAPIER PORT – TE HERENGA WAKA O AHURIRI

KIA ZIA
General Manager –
Container Operations
BCom, BEng
Kia joined Napier Port in March
2020, and is responsible for
Napier Port’s Container Operation
including Depot, Fleet Services
and Port Pack. Kia brings extensive
experience in strategy and operations
both locally and globally, having
held leadership roles at Toyota
Motor Corporation, Kraft Heinz
and McKinsey & Company.
Kia holds a Bachelor of Commerce
as well as a Bachelor of Engineering,
majoring in Mechanical and
Manufacturing, both from the
University of Melbourne.
MICHEL DE VOS
General Manager –
Infrastructure Services
BEng (Nav Arc), GDip (Maritime
and Logistics Management)
Michel joined Napier Port in
April 2014, and is responsible
for the maintenance, planning
and construction of all port
infrastructure, as well as overseeing
our environmental sustainability
management programme and is
Project Director for 6 Wharf.
Michel has a background in marine
engineering, having held roles with
Queensland’s Gladstone Ports
Corporation and Fremantle Ports
in Perth, as well as working with
multi-national dredging and maritime
construction firms on projects
throughout Asia. He represents
New Zealand members on the board
of PIANC, the World Association for
Waterborne Transport Infrastructure.
SENIOR MANAGEMENT
From top left: Todd Dawson, Kristen Lie,
David Kriel, Viv Bull, Adam Harvey,
Andrea Manley, Kia Zia, Michel de Vos.
ANNUAL REPORT 2021 – TE PŪRONGO Ā-TAU 2021 / 53

54 / NAPIER PORT – TE HERENGA WAKA O AHURIRI

FINANCIAL
STATEMENTS
AND OTHER
DISCLOSURES
CORPORATE GOVERNANCE STATEMENT 56
OTHER DISCLOSURES 65
CONSOLIDATED INCOME STATEMENT 70
CONSOLIDATED STATEMENT
OF COMPREHENSIVE INCOME 71
CONSOLIDATED STATEMENT
OF CHANGES IN EQUITY 72
CONSOLIDATED STATEMENT
OF FINANCIAL POSITION 73
CONSOLIDATED STATEMENT
OF CASH FLOWS 74
NOTES TO THE CONSOLIDATED
FINANCIAL STATEMENTS 76
TRADE AND FINANCIAL FIVE YEAR SUMMARY 97
INDEPENDENT AUDITOR'S REPORT 98
DIRECTORY 103
ANNUAL REPORT 2021 – TE PŪRONGO Ā-TAU 2021 / 55

NAPIER PORT HOLDINGS LIMITED
CORPORATE
GOVERNANCE STATEMENT
The Board of Napier Port Holdings Limited
(the Company) and its subsidiaries (collectively the
Group) are responsible for the corporate governance
of the Group. Corporate governance describes how
a company looks after the interests of its shareholders
and other stakeholders.
The Board is committed to maintaining best practice
governance policies and behaviours. This Corporate
Governance Statement sets out the corporate governance
policies, practices, and processes of the Group as at
15 November 2021 and has been approved by the Board.
The Group’s policies, practices and processes are
reviewed against the best practice principles included in
the NZX Corporate Governance Code (NZX Code). The
Board’s view is that the Group’s corporate governance
policies, practices and processes generally follow the
recommendations of the NZX Code. This Corporate
Governance Statement includes disclosure of the
extent to which the Group has followed each of the
recommendations in the NZX Code.
Further information about the Group’s corporate
governance framework is available on the Group’s Investor
Centre (www.napierport.co.nz).
PRINCIPLE 1 –
CODE OF ETHICAL BEHAVIOUR
“Directors should set high standards of ethical
behaviour, model this behaviour and hold management
accountable for these standards being followed
throughout the organisation”.
CODE OF ETHICS
Recommendation 1.1: The Board should document
minimum standards of ethical behaviour to which the
issuer’s Directors and employees are expected to adhere
(a code of ethics).
The Board and management are committed to ensuring
the Group adheres to best practice governance principles
and maintains the highest ethical standards. The Group’s
code of ethics sets out the manner in which directors and
employees should conduct themselves. The code of ethics
incorporates the requirements set out in recommendation
1.1 of the Code and forms part of the induction process
for all new employees.
The Board recognises good governance is not merely
a matter of achieving legislative compliance but ensuring
that exemplary standards and behaviour are maintained.
This involves the establishment and maintenance
of a culture at a Board and senior management level
and throughout the Group to ensure that directors
and employees deal fairly with others, with transparency,
and protect the interests of shareholders and look after
the rights of stakeholders.
SHARE TRADING POLICY
Recommendation 1.2: An issuer should have a financial
product dealing policy which applies to employees
and directors.
The Group has adopted a Share Trading Policy which
sets out the responsibilities of all directors, officers,
employees, personal services contractors, and secondees
of Napier Port Holdings Limited and its subsidiaries
for trading in the Company’s securities within a listed
company environment. The Share Trading Policy is
available on the Group’s website. This policy is separate
from, and in addition to, the legal prohibitions on insider
trading in New Zealand, and does not replace
legal obligations.
Insider trading is prohibited at all times. Directors and
employees who possess material information must not
trade in securities, advise or encourage another person
to trade or hold the Company’s securities, advise or
encourage a person to advise or encourage another
person to trade or hold the Company’s securities,
or directly or indirectly disclose or pass on the material
information to anyone else, knowing that the other person
will or is likely to use that information to trade in the
Company’s securities.
Restricted persons including the Directors, Chief
Executive Officer, Senior Management Team, Trusts
and Companies controlled by these persons, and anyone
else notified by the Chief Financial Officer, have additional
trading restrictions. Restricted persons are prohibited
from trading in securities during specific “black-out”
periods, from 30 days prior to the Group’s interim and
year-end balance dates to the first trading day after the
release of the respective periods results to the NZX,
30 days prior to the release of a product disclosure
statement for a general public offer, or such other period
as determined by the Board.
During any other period restricted persons who do not
possess material information may trade the Company’s
securities subject to notification and consent requirements.
Restricted persons may not trade until this written consent
has been received.
56 / NAPIER PORT – TE HERENGA WAKA O AHURIRI

PRINCIPLE 2 –
BOARD COMPOSITION
AND PERFORMANCE
“To ensure an effective Board, there should be
a balance of independence, skills, knowledge,
experience and perspectives”.
BOARD CHARTER
Recommendation 2.1: The Board of an issuer should
operate under a written charter which sets out the roles
and responsibilities of the Board. The Board charter
should clearly distinguish and disclose the respective
roles and responsibilities of the Board and Management.
The Board has adopted a formal Board Charter which
sets out the respective roles, responsibilities, composition
and structure of the Board, and this is available on the
Group’s website.
The Board is ultimately responsible for setting the
strategic direction of the Group, oversight of the
management of the Group and direction of its business
strategy, with the ultimate aim being to operate the
Group as a successful business, while respecting the
rights of other stakeholders. This includes establishing
the strategies and financial objectives with the Senior
Management Team, monitoring the performance of the
Senior Management Team, monitoring compliance and risk
management, and ensuring the Group has the appropriate
controls and policies in place.
The Board delegates the day-to-day affairs and
management responsibilities of the Group to the Chief
Executive Officer and Senior Management Team to deliver
the strategic direction and goals determined by the Board.
NOMINATION AND APPOINTMENT OF DIRECTORS
Recommendation 2.2 and 2.3: Every issuer should
have a procedure for the nomination and appointment
of Directors to the Board. An issuer should enter into
written agreements with each newly appointed Director
establishing the terms of their appointment.
The Board have delegated to the Remuneration
and Nomination Committee the responsibility to make
recommendations to the Board in respect of Board
and committee composition and, when required, identify
individuals believed to be qualified to become Board
members. Procedures for the appointment and removal of
directors are set out in the Remuneration and Nomination
Committee Charter. To be eligible for selection the
candidates must demonstrate appropriate qualities and
experience, and the Committee must be satisfied that a
candidate will commit the time needed to be fully effective
in their role. The Committee will ensure proper checks
as to the proposed Director’s character, experience,
education, criminal record and bankruptcy history are
conducted and key information about the proposed
Director is provided to shareholders to assist their
decision as to whether or not to elect or re-elect
the Director.
The whole Board will have the opportunity to consider
candidates for appointment to the Board. Directors may
be appointed by the Board to fill vacancies or director
nominations may be made by shareholders for election at
the Annual Meeting of Shareholders. Directors appointed
by the Board must stand for re-election at the next Annual
Meeting of Shareholders. The NZX Listing Rules and the
Group’s constitution requires that all directors stand for
re-election at the Annual Meeting of Shareholders within
three years of last being elected. The Group enters into
a written agreement with each newly appointed director
establishing the terms of their appointment.
DIRECTORS
Recommendation 2.4: Every issuer should disclose
information about each Director in its annual report or
on its website, including a profile of experience, length
of service, independence and ownership interests and
Director attendance at Board meetings.
The Board currently comprises seven directors:
an independent Chair, four directors who are independent,
and two other non-executive directors. A profile of
experience for each director, including length of service,
is available on the Group’s website and included in the
Annual Report. Director’s ownership interests are included
in the Other Disclosures section of the Annual Report
on page 66.
ATTENDANCE AT BOARD
AND COMMITTEE MEETINGS
For the year ended 30 September 2021.
Board
Audit and Risk
Management Committee
Remuneration and
Nomination Committee
Health and Safety
Committee
Sustainability
Committee
Number of meetings held812423
Alasdair MacLeod811
1
421
1
Diana Puketapu811423
Stephen Moir8122
3
22
1
Vincent Tremaine 8122
3
2-
John Harvey 7102
2
2-
Blair O’Keeffe87
1
423
Hon Rick Barker 87
1
-23
1 Non-committee members also in attendance.
2 Appointed as a member of the Remuneration Committee from April 2021.
3 Retired as a member of the Remuneration Committee from April 2021.
ANNUAL REPORT 2021 – TE PŪRONGO Ā-TAU 2021 / 57

DIVERSITY AND INCLUSION
Recommendation 2.5: An issuer should have a written
diversity policy which includes requirements for the Board
or a relevant committee of the Board to set measurable
objectives for achieving diversity (which, at a minimum,
should address gender diversity) and to assess annually both
the objectives and the entity’s progress in achieving them.
The issuer should disclose the policy or a summary of it.
The Group has a diversity and inclusion policy which
defines the approach of the Group towards diversity and
inclusion. It also identifies the responsibilities of the Board,
the Senior Management Team and all of the Group’s
employees. The diversity and inclusion policy is available
on the Group’s website. The Group recognises the value
of a diverse and skilled workforce and is committed
to embedding diversity and inclusion into employment
practices and all aspects of the Group’s operations.
The Group will foster a culture of inclusion – where all
are welcome and can bring their whole self to work
and a variety of different viewpoints and backgrounds
are supported. The Board, Senior Management Team,
Managers and Supervisors, and Human Resources will
collectively and individually support these aspirations.
The diversity of the Board, Senior Management Team
and the Group’s employees will be reviewed annually
against agreed metrics by the Board. A diversity working
group has been established to develop a five year Equity,
Diversity and Inclusion (EDI) strategy and determine which
initiatives will be implemented to improve diversity.
The following is a breakdown of the gender composition
of the Group at the balance date:
2021*2020*
FemaleMaleFemaleMale
No. %No.%No.%No.%
Directors114686114686
Senior Management
Team
225675225675
Permanent employees491724183431623384
Total521725383461624584
* as at 30 September
DIRECTOR TRAINING
Recommendation 2.6: Directors should undertake
appropriate training to remain current on how to best
perform their duties as Directors of the issuer.
The Board seeks to ensure that any new Directors are
appropriately introduced to the Senior Management
Team and the Group’s business, that all Directors are
acquainted with relevant industry knowledge, and receive
appropriate company documents to enable them
to perform their role as a Director.
Directors will receive induction training upon appointment,
and are expected to maintain appropriate levels of
financial, legal and industry understanding throughout
their appointment.
BOARD EVALUATION
Recommendation 2.7: The Board should have
a procedure to regularly assess Director, Board
and Committee performance.
The Board undertakes a biennial performance evaluation
of itself that discusses and assesses the performance of
each Director and the Chair, compares the performance
of the Board as a whole with the requirements of the
Board Charter, reviews the performance of the Board’s
Committees, and effects any improvements to the
respective Charters deemed necessary or appropriate.
The performance evaluation is conducted in the manner
the Board deems appropriate. The last Board evaluation
was completed in November 2020.
Recommendation 2.8 and 2.9: A majority of the Board
should be independent directors. An issuer should
have an independent Chair of the Board. If the Chair
is not independent, the Chair and CEO should be
different people.
The Board currently comprises seven directors, five
of whom have been determined to be “Independent
Directors” by the Board under the NZX Listing Rules.
The Chair of the Board is an Independent Director
and is not the Chair of the Audit and Risk
Management Committee.
PRINCIPLE 3 –
BOARD COMMITTEES
“The Board should use committees where this will
enhance its effectiveness in key areas, while still retaining
Board responsibility”.
AUDIT AND RISK MANAGEMENT COMMITTEE
Recommendation 3.1: An issuer’s audit committee
should operate under a written charter. Membership
on the audit committee should be majority independent
and comprise solely of non-executive directors of the
issuer. The chair of the audit committee should be an
independent director and not be the chair of the Board.
The Audit and Risk Management Committee operates
under a written charter, which is available on the Group’s
website. The Committee is required to have a majority of
independent non-executive directors, at least two must
have an accounting or financial background, and the
Committee is required to meet at least two times per year.
The Chair of the Committee is an Independent Director
who is not the Chair of the Board. The Audit and Risk
Management Committee currently comprises Stephen
Moir (Chair), Diana Puketapu, Vincent Tremaine and
John Harvey. All directors may attend the Committee
meetings at their discretion.
The Audit and Risk Management Committee’s purpose
is to assist the Board in fulfilling its responsibilities
to discharge its financial reporting and regulatory
responsibilities, ensure the ability and independence
of the external auditor to carry out its statutory audit
role, ensure an effective internal audit and internal
control system is maintained, and ensure an appropriate
framework is maintained for the management of strategic
and operational risk.
58 / NAPIER PORT – TE HERENGA WAKA O AHURIRI

Recommendation 3.2: Employees should only
attend audit committee meetings at the invitation
of the audit committee.
The Chief Executive Officer, Chief Financial Officer and
any other employees the Audit and Risk Management
Committee considers necessary to provide appropriate
information and explanations may attend the Committee
on invitation. The Group’s external auditor also attends
meetings at the Committee’s invitation.
REMUNERATION AND NOMINATION COMMITTEE
Recommendation 3.3 and 3.4: An issuer should have
a remuneration committee which operates under a written
charter (unless this is carried out by the whole board).
At least a majority of the remuneration committee should
be independent directors. Management should only
attend remuneration committee meetings at the invitation
of the remuneration committee. An issuer should
establish a nomination committee to recommend director
appointments to the Board (unless this is carried out by
the whole board), which should operate under a written
charter. At least a majority of the nomination committee
should be independent directors.
The Remuneration and Nomination Committee operates
under a written charter, which is available on the Group’s
website. The Committee consists of at least three
members of the Board, the majority of the committee
which are required to be Independent Directors. The
Committee is required to meet at least two times per year.
The Chair of the Committee is an Independent Director.
The Remuneration and Nomination Committee currently
comprises Diana Puketapu (Chair), Alasdair MacLeod,
Blair O’Keeffe, John Harvey. All directors of the Board
may attend the Committee meetings at their discretion.
The Chief Executive will act as secretary to the Committee
and other members of management may attend the
Committee meetings on invitation.
The primary responsibilities of the Committee include,
nominating and appointing directors to the Board,
remuneration of directors, remuneration and evaluation of
the Chief Executive Officer, review of the Chief Executive
Officer’s remuneration recommendations for the Senior
Management Team, review of the overall Group’s salary
and incentive policies, and succession planning.
Recommendation 3.5: An issuer should consider
whether it is appropriate to have any other board
committees as standing board committees. All
committees should operate under written charters.
An issuer should identify the members of each of its
committees, and periodically report member attendance.
HEALTH AND SAFETY COMMITTEE
Health and safety is a strong priority of the Napier Port
Board of Directors and health and safety performance is
actively reviewed at every board meeting. The Group also
has a Health and Safety Committee whose purpose is to
assist the Board in fulfilling its responsibilities in respect
of the health, safety and wellness requirements within
the Health and Safety at Work Act 2015 and regulatory
framework. The Health and Safety Committee operates
under a written charter, which is available on the Group’s
website. The Health and Safety Committee operates in
the context of the vision that every person goes home
safely every day, a culture of care, and strategic objectives
relating to people, place and planet.
The Committee consists of all members of the Board, and
is required to meet at least three times per year. The Chair
of the Committee is Vincent Tremaine. The Committee may
on invitation have in attendance members of management
including the General Manager Culture and Community,
and other persons including senior health and safety
staff, that it considers necessary to provide necessary
information and explanations. The Chief Executive Officer
and the General Manager Culture and Community are
responsible for drawing to the Committee’s immediate
attention any material matter that relates to notifiable
events and significant near misses or incidents.
SUSTAINABILITY COMMITTEE
During the current year, the Group has established a
Sustainability Committee. The purpose of the Committee
is to identify and consider relevant environmental, social
and governance (ESG) matters to provide strategic
guidance and feedback to the Board and management on
the Group’s ESG related strategies, policies, frameworks,
initiatives, performance and reporting. The objectives of
the Committee include:
• Oversee the development of Napier Port’s ESG strategy
and ESG workplan and monitor progress;
• Make recommendations and report to the Board on
material ESG matters requiring governance decisions;
• Act as a formal forum for free and open communication
between the Board and management with respect to
ESG matters;
• Facilitate a common and aligned Board understanding
of what is within the scope of ESG matters;
• Ensure an appropriate framework is maintained for the
management of ESG related risks; and
• Oversee and review ESG reporting processes, including
relevant internal controls and external review and audit
processes.
The Sustainability Committee operates under a written
charter, which is available on the Group’s website. The
Committee consists of at least three members of the
Board and the Chair of the Committee is appointed by the
Board. The Sustainability Committee currently comprises
Blair O’Keeffe (Chair), Diana Puketapu and Rick Barker.
All directors of the Board may attend the Committee
meetings at their discretion. The Committee may on
invitation have in attendance members of management
including the Chief Executive Officer, Chief Financial
Officer, General Manager Infrastructure Services,
and any relevant external parties determined by the
Committee Chair.
ANNUAL REPORT 2021 – TE PŪRONGO Ā-TAU 2021 / 59

TAKEOVER POLICY
Recommendation 3.6: The Board should establish
appropriate protocols that set out the procedure to be
followed if there is a takeover offer for the issuer including
any communication between insiders and the bidder. The
Board should disclose the scope of independent advisory
reports to shareholders. These protocols should include
the option of establishing an independent takeover
committee, and the likely composition and implementation
of an independent takeover committee.
Given the Group’s shareholding structure, with the
Hawke’s Bay Regional Council (Council), indirectly
controlling approximately 55% of the shares of the Group,
the Board considers it highly unlikely that a third-party
would make a takeover approach or proposal without
the support of Council. Notwithstanding this, the Board
consider it prudent to have protocols in place and has
established formalised takeover response protocols
to assist the Group to prepare for, and respond to any
unsolicited approaches or proposals it may receive in
relation to a takeover. These protocols would help to
inform the Board of their roles and responsibilities with
respect to any approach or proposal, assist the Board
and its advisers in developing and executing a response
strategy, and act as a basic guide on the process for any
takeover offer.
In the event of a takeover offer, a Takeover Response
Committee, would be convened comprising independent
directors, management and appropriate financial, legal
and strategic advisers.
PRINCIPLE 4 –
REPORTING AND DISCLOSURE
“The Board should demand integrity in financial and non-
financial reporting, and in the timeliness and balance of
corporate disclosures”.
CONTINUOUS DISCLOSURE
Recommendation 4.1: An issuer’s board should have
a written continuous disclosure policy.
As a company listed on the NZX Stock Exchange, the
Company is committed to keeping the market informed
of all material information relating to the Group and
its shares. In doing so, the Group will comply with its
obligations in relation to continuous disclosure of material
information under the NZX Listing Rules. The Group has
a Continuous Disclosure Policy, which is available on the
Group’s website.
CHARTERS AND POLICIES
Recommendation 4.2: An issuer should make its code
of ethics, board and committee charters and the policies
recommended in the NZX Code, together with any other
key governance documents, available on its website.
Information about the Group’s corporate governance
framework (including Code of Ethics, Board and
Committee Charters, and other key governance policies)
are available to view on the Group’s website.
FINANCIAL AND NON-FINANCIAL REPORTING
Recommendation 4.3: Financial reporting should be
balanced, clear and objective. An issuer should provide
non-financial disclosure at least annually, including
considering environmental, economic and social
sustainability factors and practices. It should explain how
operational or non-financial targets are measured. Non-
financial reporting should be informative, include forward
looking assessments, and align with key strategies and
metrics monitored by the Board.
FINANCIAL REPORTING
The Audit and Risk Management Committee oversees
the quality and integrity of financial reporting ensuring the
financial reporting is balanced, clear and objective. The
Audit and Risk Management Committee’s responsibility
for the annual and interim financial statements includes,
reviewing the quality and acceptability of accounting
policies and practices, reporting disclosures and changes
thereto, reviewing areas involving significant judgement,
estimation or uncertainty, overseeing compliance with
financial reporting standards, appropriate laws and
regulations, assessing the overall performance of financial
management, and approving all financial reporting to
shareholders and other stakeholders.
NON-FINANCIAL REPORTING
The Group is committed to collaborating with others to
ensure our people, planet, and place thrive. Caring for
our people, the local community and the environment
is core to our Culture of Care, which is the foundation
of our purpose and our business strategy.
In 2019, the Group completed a Sustainability Framework
focused on what the Group can achieve locally to
respond to global challenges like climate change, gender
equality, and ocean conservation. Our Sustainability
Framework is aligned to the United Nations Sustainable
Development Goals (SDGs), reflecting the most urgent
global environmental, political and economic challenges.
Our framework identifies 14 of the SDG goals that we
can make a meaningful contribution to as a business.
This framework has guided the development of our
sustainability strategy.
During 2021, Napier Port’s Sustainability Strategy and
Action Plan was launched. Focus areas have been
developed for each theme of People, Planet, Prosperity
and Partnerships, which together with measurable
goals, targets and actions to pursue and report on,
will drive sustainable business at Napier Port. The
Sustainability Action Plan includes 100 time-framed,
actionable workstreams which gives us a blueprint that
will guide us in our direction and decision-making as
we work to implement the actions to meet our goals.
The Sustainability Strategy and Action Plan includes
an assessment of current progress on each of these
workstreams.
The Sustainability Strategy and Action Plan includes the
commitment to establish a robust and transparent process
for reporting on our sustainability goals. We commit
ourselves to transparently reporting on our successes
and areas of improvement. It is our long-term goal to work
towards Global Reporting Initiative (GRI) reporting.
60 / NAPIER PORT – TE HERENGA WAKA O AHURIRI

In November 2021, the Group released an initial
Climate Change Related Disclosure Report prepared in
accordance with the recommendations of the Taskforce
on Climate-related Financial Disclosures (TCFD). This
seeks to provide stakeholders an understanding of the
potential financial implications of climate change on our
business. We expect to further develop and improve our
climate change related disclosures as we gather more
information and knowledge, and continue to develop our
sustainability goals and strategy. In particular, we have
prioritised the development of emissions targets and
measurement.
This Annual Report includes reporting on our strategy and
various sustainability initiatives undertaken by the Group
during the current year.
PRINCIPLE 5 –
REMUNERATION
“The remuneration of directors and executives should be
transparent, fair and reasonable”.
DIRECTORS’ REMUNERATION
Recommendation 5.1: An issuer should recommend
director remuneration to shareholders for approval in a
transparent manner. Actual director remuneration should
be clearly disclosed in the issuer’s annual report.
The Remuneration and Nomination Committee is
responsible for a biennial review of Director remuneration
to determine whether Director remuneration is appropriate.
This review is required to consider benchmarking data
from similar listed companies.
In respect of both their roles as directors of Napier Port
Holdings Limited and Port of Napier Limited, fees in
aggregate for all Directors are a maximum of $655,000
per annum.
Under Listing Rule 2.11.3, if the total number of Directors
subsequently increases, the Directors are permitted
(without seeking shareholder approval) to increase the total
remuneration by the amount necessary to enable the Group
to pay the additional Director or Directors remuneration not
exceeding the average amount then being paid to each of
the existing Directors (other than the Chair).
Actual remuneration of Directors is included in the Other
Disclosures section of the Annual Report on page 67.
REMUNERATION POLICY
Recommendation 5.2: An issuer should have a
remuneration policy for remuneration of directors
and officers, which outlines the relative weightings of
remuneration components and relevant performance criteria.
The Group has adopted a Remuneration Policy which sets
out the remuneration principles that apply to the Directors,
Chief Executive Officer and Senior Management team.
The policy is available on the Group’s website.
The policy requires that remuneration decisions are fair
and reasonable and based on merit, where appropriate.
The Group will not discriminate on the grounds of gender,
race, religion or belief, disability, age, sexual orientation
or gender identity. Remuneration will be set at levels that
recognise an individual’s market value (i.e. level of skills
and experience, the demand for skill and performance
in the role, and the commercial environment).
DIRECTORS
The Group’s policy is that all remuneration of Directors will
be paid in cash, they will not receive any performance-
based remuneration or retirement benefits. All Directors
(excluding the Chair) will be paid a base fee and additional
fees will be payable to the Chairs of the Committees and
the Board Chair a Chairs’ fee, all as recommended by the
Remuneration and Nomination Committee and approved
by Shareholders from time to time.
CHIEF EXECUTIVE OFFICER (CEO)
AND SENIOR MANAGEMENT TEAM
Determination of remuneration for the CEO and Senior
Management team is subject to a fair and thorough
process. Remuneration will be determined by the
scale and complexity of the relevant employee’s role.
A remuneration review is undertaken by the Remuneration
and Nomination Committee annually.
Under the Group’s remuneration framework, individual
performance and market relativity are key considerations,
balanced by the context in which the Group operates.
Remuneration of the CEO and Senior Management team,
include a mix of fixed and variable components.
A summary of the current provisions is as follows:
• Fixed remuneration – this includes the relevant
employee’s base salary and cash allowances and any
direct non-cash benefits (e.g. KiwiSaver contributions,
health insurance and annual leave);
• Other variable remuneration – some Senior Management
team positions, including the CEO, are eligible for
additional remuneration from Long-Term Incentive
(LTI) and Short-Term Incentive (STI) plans. Eligibility is
determined by the Board of Directors and, in the case of
the Senior Management team, together with the CEO.
The terms and conditions of any STI or LTI plan are
identified in the individual employment agreements of the
Senior Management team member to whom it applies;
• Total remuneration – this includes fixed and variable
remuneration. Total target remuneration will typically
be set within a range of 80% to 120% of the relevant
median comparatives;
• STI remuneration is conditional upon the achievement
of minimum financial targets in relation to EBITDA
and certain banking covenants.
The remuneration policy is reviewed by the Board annually.
ANNUAL REPORT 2021 – TE PŪRONGO Ā-TAU 2021 / 61

CHIEF EXECUTIVE OFFICER (CEO) REMUNERATION
Recommendation 5.3: An issuer should disclose the
remuneration arrangements in place for the CEO in its
annual report. This should include disclosure of the base
salary, short-term incentives and long-term incentives and
the performance criteria used to determine performance-
based payments.
The remuneration of the CEO for the year ended
30 September 2021 is included in the Other Disclosures
section of the Annual Report on page 67.
The remuneration of the CEO includes a mix of fixed and
variable components. Fixed remuneration includes a base
salary, life insurance and superannuation contributions.
Variable components include a Short-Term Incentive
(STI) linked to objectives set annually and performance
assessed by the Board, and a Long-Term Incentive (LTI).
The STI is based on the achievement of both financial and
non-financial objectives with an actual opportunity in the
range of 0 - 50% of the CEO’s current base salary. Strategic
objectives are set each year by the Remuneration Committee
(and approved by the Board) and closely align to Napier
Port’s strategic goals. The financial objective is to meet or
exceed the Company’s financial performance targets for the
year. The non-financial objectives include strategic objectives
in relation to health and safety, sustainability, key project
governance and other growth initiatives. The Remuneration
Committee assesses the CEO’s performance against these
objectives and recommends the STI for approval by the
Board. The Board retains complete discretion over paying
an STI and may determine, despite the actual performance
against objectives, that a reduced STI or no STI will be paid
in any given year.
The LTI grants share rights to the CEO that will vest at the
completion of a three year vesting period. The proportion
of share rights that will actually vest depends on the
CEO’s continuous employment during the vesting period,
the achievement of total shareholder return (TSR) hurdles
over the vesting period, and for the initial grant, certain
EBITDA targets over the prospective financial information
period (2019 and 2020 financial years).
The TSR hurdles over the vesting period are as follows:
Napier Port’s TSR
Percentage of
the relevant
share rights
that vest
Is not positive0%
Less than or equal to the NZX 50
Peer Group median TSR
0%
Greater than the NZX 50 Peer Group
median TSR
50%
Exceeds the NZX 50 Peer Group median
TSR, but does not exceed the 75
th
percentile
of the NZX 50 Peer Group
50% -
100%
(pro-rata)
Equal to or greater than the 75
th
percentile
TSR of the NZX 50 Peer Group
100%
Any vesting shares under the LTI are eligible for additional
dividend shares based on any cash dividends paid by the
Group during the vesting period.
PRINCIPLE 6 –
RISK MANAGEMENT
“Directors should have a sound understanding of the
material risks faced by the issuer and how to manage
them. The Board should regularly verify that the issuer
has appropriate processes that identify and manage
potential and material risks”.
RISK MANAGEMENT
Recommendation 6.1: An issuer should have a risk
management framework for its business and the issuer’s
board should receive and review regular reports.
An issuer should report the material risks facing the
business and how these are being managed.
The Board and Senior Management Team are committed
to managing risk to protect our people, the environment,
financial business risks, company assets and our
reputation. The Audit and Risk Management Committee is
responsible for ensuring that management is implementing
the Group’s risk management framework and policies.
The Group has a comprehensive risk management system
in place which is used to identify and manage business
risks. The system identifies the key risks facing the
Group and the status of initiatives employed to reduce
them. Management report to the Board periodically, on
the effectiveness of the Group’s management of these
material risks. As part of risk management the Group
also has a comprehensive treasury policy that sets out
procedures to minimise financial market risk. The Group
maintains insurance policies that it considers adequate
to meet insurable risks.
During 2021, the Group has also completed a ‘Whole
of Port’ Climate Change Risk Assessment – looking at
infrastructure resilience, trade forecasting, land levels,
weather conditions, emergency preparedness and
habitat modification, identifying climate-related risks and
opportunities. The material findings from this work have
been incorporated into the Group’s inaugural Climate
Change Related Disclosure report, which is available
on the Group’s website.
HEALTH AND SAFETY
Recommendation 6.2: An issuer should disclose how it
manages its health and safety risks and should report on
its health and safety risks, performance and management.
The Group aims to ensure that everyone working at Napier
Port returns safely to their families every day. To ensure
a safe and healthy work environment, the Group has
developed, and seeks to continuously improve a health
and safety management system that is managing safety
performance and promotes a safety culture.
62 / NAPIER PORT – TE HERENGA WAKA O AHURIRI

Managing safety performance is achieved by:
• Setting health and safety objectives and performance
criteria for all work areas, tracking performance
through lead and lag indicators, identifying trends and
implementing appropriate responses;
• Ensuring the health and safety framework is reviewed
at least annually;
• Actively encouraging accurate and timely reporting of all
accidents, incidents, near misses and unsafe conditions;
• Ensuring all serious accidents, incidents, near misses
are investigated and root cause analyses conducted;
• Ensuring risk assessments are conducted, controls
are identified and implemented based on those
assessments and where necessary updated where risks
or controls may have changed;
• In the event of an injury ensuring the Group takes an
active role in employee’s safe and early return to work;
• Ensuring the Group meets its obligations under the
Health and Safety at Work Act 2015, associated
regulations, codes of practice and standards and
guidelines regulating worker health and safety.
Promoting a health and safety culture is achieved by:
• Supporting a “Just Culture” philosophy where health
and safety is supported and promoted through enabling
worker participation, ensuring adequate resources are
allocated to health and safety initiatives and providing
training and information about specific health and safety
risks; and
• Promoting continuous improvement and good practice
in health and safety.
To promote a best practice approach to health and safety
the Group has introduced a safety implementation road
map consisting of three strategic projects. The road
map includes:
• A Safety Management System to align to best practice
standard for Occupational Health and Safety practice
(ISO45001);
• A Critical Risk Control Management program focusing
on the management and control of the port critical risks;
• A replacement health and safety information
management system (SAI360) to support streamlined
reporting, compliance, and structured assurance activity.
Every Director, Senior Manager, Middle Manager, Team
Leader/Supervisor and worker is expected to share in this
commitment to the Health and Safety Policy by following
the duties and responsibilities specified in the Napier Port
Health and Safety Duties and Responsibilities Policy.
PRINCIPLE 7 –
AUDITORS
“The Board should ensure the quality and independence
of the external audit process”.
EXTERNAL AUDIT
Recommendation 7.1 and 7.2: The Board should
establish a framework for the issuer’s relationship with
its external auditors. This should include procedures
prescribed in the NZX Code. The external auditor should
attend the issuer’s annual meeting to answer questions
from shareholders in relation to the audit.
The Audit and Risk Management Committee is responsible
for the oversight of the Group’s external audit arrangements.
These arrangements include procedures for the matters
described in Recommendation 7.1 of the NZX Code.
Subject to any requirements of the Auditor General, the
Audit and Risk Management Committee is responsible
for, recommending the appointment and removal of the
independent auditor. The Committee is also responsible
for reviewing the independence of the external auditors
and the appropriateness of any non-audit services
they undertake, having direct communication with, and
unrestricted access to, the independent auditor, and
ensuring that the key audit partners (as defined in the
NZX Listing Rules) are rotated every five years.
Napier Port has an External Auditor Relationship
Framework Policy which complements the Audit and
Risk Management Committee Charter by outlining
requirements in relation to the provision of services to
Napier Port by any external auditor on behalf of the Auditor
General. The purpose of this framework is to ensure that
the independence of Napier Port’s external auditor is not
impaired, or put in a position where it could reasonably be
perceived to be impaired, such that Napier Port’s external
financial reporting is viewed as highly reliable and credible.
The auditor of the Group is the Auditor General. The Auditor
General may approve external audit firms to undertake the
external audit of the Group. The Group’s external auditor
is EY. The total fees paid to EY in their capacity as auditor
are disclosed in the Annual Report on page 78.
The group invites EY to attend the Annual Meeting of
Shareholders and the audit partner is available to answer
shareholder questions about the conduct of their audit
and the preparation and content of the auditor’s report.
INTERNAL AUDIT
Recommendation 7.3: Internal audit functions should
be disclosed.
The Audit and Risk Management Committee is responsible
for ensuring an effective internal audit programme and
internal control system is maintained. These responsibilities
include reviewing the objectives and scope of the internal
audit programme, ensuring these are aligned with Napier
Port’s overall risk management framework, and reviewing
significant matters reported by the internal audit programme
and how management is responding to them.
The Group engages external providers to undertake
internal audits.
ANNUAL REPORT 2021 – TE PŪRONGO Ā-TAU 2021 / 63

PRINCIPLE 8 –
SHAREHOLDER RIGHTS AND RELATIONS
“The Board should respect the rights of shareholders and
foster constructive relationships with shareholders that
encourage them to engage with the issuer”.
SHAREHOLDER INFORMATION
Recommendation 8.1: An issuer should have a website
where investors and interested stakeholders can access
financial and operational information and key corporate
governance information about the issuer.
The Group is committed to providing shareholders with
all information necessary to assess the Group’s direction
and performance.
This is done through a range of communication methods,
including continuous disclosure to NZX, interim and
annual reports and the Annual Shareholders’ Meeting.
The Group’s website provides company and financial
information, information about its directors, and copies
of its governance documents for shareholders and other
interested stakeholders to access at any time.
Recommendation 8.2: An issuer should allow investors
the ability to easily communicate with the issuer, including
providing the option to receive communications from the
issuer electronically.
Shareholders have the option of receiving their
communications electronically, including by email.
The Group is committed to open dialogue with
shareholders and welcomes investor enquiries.
Recommendation 8.3 and 8.4: Quoted equity security
holders should have the right to vote on major decisions
which may change the nature of the issuer in which they
are invested. If seeking additional equity capital, issuers
of quoted equity securities should offer further equity
securities to existing equity security holders of the same
class on a pro rata basis, and on no less favourable terms,
before equity securities are offered to other investors.
In accordance with the Companies Act 1993, the
Company’s constitution, the NZX Listing Rules, and other
applicable laws, the Group refers any significant matters
to Shareholders for approval at a Shareholders’ meeting.
Recommendation 8.5: The Board should ensure that
the notices of annual or special meetings of quoted
equity security holders is posted on the issuer’s website
as soon as possible and at least 20 working days prior
to the meeting.
The Group posts any Notices of Shareholder Meetings
as soon as possible and seeks, where possible,
to provide these at least 20 working days prior to the
Shareholders’ meeting.
64 / NAPIER PORT – TE HERENGA WAKA O AHURIRI

NAPIER PORT HOLDINGS LIMITED
OTHER DISCLOSURES
PRINCIPAL ACTIVITIES
The other disclosure information below has been prepared for Napier Port Holdings Limited and its subsidiaries (the Group).
The Group’s principal activities remain the commercial operation of Napier Port. There has been no significant change
in the nature of the Group’s business during the year.
DIRECTORS’ INTERESTS
The Company is required to maintain an Interests Register in which particulars of certain transactions and matters involving
the Directors must be recorded. The matters set out below were recorded in the Interest Register of the Company during
the financial year.
The Directors of the Company have declared interests in the following identified entities as at 30 September 2021:
DirectorInterestEntity
Alasdair MacleodChair/ ShareholderSilverstripe Limited
ChairHold Fast Investments Limited
MemberIHC – Board Appointments Committee
DirectorSilverstripe Trustee Limited
TrusteeBig Brothers Big Sisters Hawke’s Bay
Diana PuketapuDirectorManawanui Support Limited
DirectorNgati Porou Holding Company Limited and subsidiaries
DirectorTamaki Redevelopment Company Limited and subsidiaries
DirectorNew Zealand Cricket
DirectorNew Zealand Olympic Committee
DirectorDNA Designed Communications Limited
Stephen MoirDirectorTodd Family Office Limited
DirectorIJAP Limited
AdvisorASB Bank Investment Committee
Vincent Tremaine ChairRiverland Water Holdings Pty Limited
DirectorStatewide Superannuation Pty Limited
ChairSouthernLaunch.Space Pty Limited
DirectorGreen Industries SA
ConsultantSentient Hubs Pty Limited
ChairPorts Pty Limited
ChairGeelong Port Pty Limited
John Harvey DirectorHeartland Bank Limited
DirectorInvestore Property Limited
DirectorStride Property Limited
DirectorStride Investment Management Services Limited
DirectorKathmandu Holdings Limited
Blair O’Keeffe Managing DirectorEndzone Commercial Limited (ECL). Contractor to:
- Hawke’s Bay Regional Investment Company Limited
- Hawke’s Bay Regional Council
ChairHawke’s Bay Rescue Helicopter Trust
DirectorCentral Air Ambulance Rescue Limited
DirectorZ Energy Limited
Hon Rick Barker Chair / CouncillorHawke’s Bay Regional Council
ChairWest Coast District Health Board
DirectorHawke’s Bay Regional Investment Company Limited

ANNUAL REPORT 2021 – TE PŪRONGO Ā-TAU 2021 / 65

SHARE DEALINGS BY DIRECTORS
During the year, the Directors, or entities related to them, disclosed in respect of section 148(2) of the Companies Act
1993 that they acquired or disposed of a relevant interest in company shares as follows:
Share TransactionDate of TransactionNumber of Ordinary Shares
Acquired/(Disposed)
Diana Puketapu
1
December 20205,393
1. Diana Puketapu declared a beneficial interest in securities acquired by Almax Trust.
DIRECTOR’S SHAREHOLDINGS
At 30 September 2021 the following Director, or entities related to them, had interests in company shares:
Share TransactionNumber of shares
Diana Puketapu5,393
DIRECTORS’ INSURANCE
All directors are beneficiaries of a company indemnity and directors’ liability insurance provided by the company in relation
to any personal liabilities and associated costs incurred while acting in their capacity as a director of the company, other than
arising from criminal liability, where precluded by statute, or from a breach of a director’s fiduciary duty to the company.
REMUNERATION
EMPLOYEE REMUNERATION
The number of employees and former employees of the Group who, during the year, received total annual remuneration
greater than $100,000 are shown below:
Remuneration rangeNumber of employees 2021
$100,000 - $109,99927
$110,000 - $119,99937
$120,000 - $129,99936
$130,000 - $139,99913
$140,000 - $149,99913
$150,000 - $159,9996
$160,000 - $169,9993
$170,000 - $179,9995
$180,000 - $189,9993
$190,000 - $199,9992
$200,000 - $209,9992
$210,000 - $219,9991
$220,000 - $229,0001
$250,000 - $259,9992
$260,000 - $269,9991
$320,000 - $329,9991
$370,000 - $379,9994
$390,000 - $399,9991
$410,000 - $419,9991
$520,000 - $529,9991
$860,000 - $869,9991
16 1
66 / NAPIER PORT – TE HERENGA WAKA O AHURIRI

The annual remuneration of employees includes salary, redundancy, and short-term incentive payments on achievement
of targets, and employer’s contribution to superannuation when earned, the value of share-based payment awards when
they vest, and any other sundry benefits received in their capacity as employees.
DIRECTORS’ REMUNERATION
The aggregate pool of fees able to be paid to Directors is subject to shareholder approval and is currently
$655,000 per annum.
Directors received the following fees and remuneration during the year
1
:
2021
$000
Alasdair MacLeod (Chair)134
Stephen Moir 79
Vincent Tremaine 79
Diana Puketapu 75
John Harvey 70
Blair O’Keeffe 75
Hon Rick Barker 70
Total582
1. The directors’ remuneration above includes fees and remuneration paid for Napier Port Holdings Limited. Directors fees have been set for the Chair
of the Board ($135,000 per annum), Directors other than the Chair ($70,000 per annum), and Committee Chairs (additional $10,000 per annum).
Directors’ remuneration was reduced by 10% for 1 month (2020: 5 months) as part of the Group’s COVID-19 response measures.
CHIEF EXECUTIVE OFFICER’S (CEO’S) REMUNERATION
The CEO received the following remuneration and other benefits earned during the year:
2021
$000
2020
$000
2019
$000
Base salary
1
558538510
Other benefits
1
172167
Short Term Incentive (STI)
2
294-150
Long Term Incentive (LTI)
3
---
869559727

1. The CEO’s base salary and other benefits are based on the amounts earned during the year. Other benefits comprise superannuation and life insurance
benefits. In 2019 other benefits included a one-off discretionary payment of $48,000 in relation to the completion of the IPO.
2. STI’s are disclosed in the financial year they are earned. STI payments are generally paid to recipients at the beginning of the following financial year
after the year in which they were earned. The STI target is based on the achievement of objectives set annually and performance assessed by the Board
in respect of the financial year.
3. LTI’s are included in the financial year they vest. In December 2020 the CEO was granted 44,836 share rights under the Executive LTI plan (August 2019:
62,307 share rights). The total fair value of LTI plan share rights granted to the CEO during 2021 was $78,000 (2019: $79,000), which is expensed to the
Group’s Consolidated Income Statement on a straight-line basis over the vesting period. These share rights have a three year vesting period and entitle the
CEO to the receipt of one Napier Port Holdings Limited ordinary share per share right at nil cost, plus additional shares to the value of any dividends which
would have been paid on the underlying shares during the vesting period. Vesting is subject to the CEO remaining employed by the Group during the vesting
period, the achievement of total shareholder return (TSR) hurdles over the vesting period, and for the initial grant, the achievement of certain EBITDA targets
over the prospective financial information period (2 years). The proportion of share rights that will actually vest depends on the Group’s TSR performance
ranking relative to the NZX50 index. To the extent that performance hurdles are not met or the CEO leaves employment of the Group prior to vesting,
the share rights will be forfeited. Further information on the Executive LTI plan is available in the document titled “Other Material Information” forming part
of the Company’s IPO documents available on the Disclose Register operated by the New Zealand Companies Office.
THREE YEAR SUMMARY – CEO REMUNERATION
FixedSTI
1,000
800
600
400
200
0
201920202021
($000)
ANNUAL REPORT 2021 – TE PŪRONGO Ā-TAU 2021 / 67

SHAREHOLDER INFORMATION
The ordinary shares of Napier Port Holdings Limited are listed on the NZX. The information in the disclosures below
has been taken from the Company’s registers as at 30 September 2021.
TWENTY LARGEST SHAREHOLDERS AT 30 SEPTEMBER 2021
HolderNumber of
Shares Held
% of Issued
Equity
Hawke’s Bay Regional Investment Company Limited110,000,00055.0
National Nominees New Zealand Limited
1
15,306,6327.65
Custodial Services Limited <4 A/C>7,176,9763.59
Tea Custodians Limited
1
5,919,3062.96
Accident Compensation Corporation
1
5,448,6762.72
JB Were (NZ) Nominees Limited3,356,2041.68
Citibank Nominees (NZ) Limited
1
2,802,5701.40
New Zealand Depository Nominee2,413,9721.21
New Zealand Permanent Trustees Limited
1
2,350,0001.18
BNP Paribas Nominees NZ Limited
1
1,699,5240.85
Premier Nominees Limited
1
1,554,2490.78
Forsyth Barr Custodians Limited1,459,3290.73
Tatau Tatau Commercial Limited Partnership1,442,3070.72
BNP Paribas Nominees NZ Limited
1
1,130,4030.57
Private Nominees Limited
1
1,111,0490.56
Hobson Wealth Custodian Limited1,018,9210.51
JP Morgan Chase Bank
1
862,2750.43
Arden Capital Limited815,6040.41
PT Booster Investments Nominees Limited803,5910.40
FNZ Custodians Limited701,5710.35
Total167,373,15983.69
1. Shareholdings held in New Zealand Central Securities Depository Limited (NZCSD). The total holding at 30 September 2021 in NZCSD
was 39,753,395.
DISTRIBUTION OF ORDINARY SHARES
HolderNumber of
Holders
Number of
Shares Held
% of Issued
Equity
1 – 5,0007,92814,823,3797.41
5,001 – 10,0006344,740,0652.37
10,001 – 100,0003307,683,8873.84
100,001 and over25172,752,66986.38
Total8,917200,000,000100.00
68 / NAPIER PORT – TE HERENGA WAKA O AHURIRI

GEOGRAPHIC DISTRIBUTION
HolderNumber of
Holders
Number of
Shares Held
% of Issued
Equity
New Zealand8,875199,546,12299.77
Australia22350,0970.18
Other20103,7810.05
Total8,917200,000,000100.00
SUBSTANTIAL SECURITY HOLDERS
The following information is given in accordance with sub-part 5 of Part 5 of the Financial Markets Conduct
Act 2013. According to notices received, the following persons were substantial product holders in the Company
as at 30 September 2021.
HolderNumber of
Shares Held
Date of
substantial
product
holder notice
% of
Issued
Equity
Hawke’s Bay Regional Investment Company Limited110,000,00020 August
2019
55.00%
National Nominees Limited
(ACF Australian Ethical Investment Limited)
1
10,335,47116 September
2021
5.17%
1. National Nominees Limited ACF Australian Ethical Investment Limited is the registered holder and beneficial owner of the products.
National Nominees Limited is the custodian of registered managed investment schemes; Australian Ethical Investment Limited is the responsible entity.
SUBSIDIARY COMPANY DIRECTORS
All directors of Napier Port Holdings Limited are also directors of Port of Napier Limited (the subsidiary of the Company).
DONATIONS
During the year the Company made donations of $nil (2020: $nil) and subsidiaries made donations amounting
to $11,000 (2020: $nil).
WAIVERS FROM NZX LISTING RULES
Napier Port Holdings Limited has not obtained or relied on any waivers from NZX Listing Rules in the financial year
ended 30 September 2021.
AUDIT FEES AND OTHER SERVICES
Under Section 19 of the Port Companies Act 1988, the Auditor-General is the auditor of the Company. The Auditor-
General has appointed Ernst & Young to undertake the audit on its behalf, pursuant to Section 15 of the Public Act 2001.
Fees paid to the auditors are disclosed in the financial statements in note 5.
CREDIT RATING
Napier Port Holdings Limited does not have a credit rating at the date of this Annual Report.
EXERCISE OF NZX DISCIPLINARY POWERS
NZX did not exercise any of its powers under Listing Rule 9.9.3 in relation to the Company in the financial year
ended 30 September 2021.
ANNUAL REPORT 2021 – TE PŪRONGO Ā-TAU 2021 / 69

The above income statement should be read in conjunction with the accompanying notes.
NAPIER PORT HOLDINGS LIMITED
CONSOLIDATED
INCOME STATEMENT
FOR THE YEAR ENDED 30 SEPTEMBER 2021
2021 2020
$000 $000
Notes Restated
Revenue 4 109,460 100,427
Employee benefit expenses 36,176 32,638
Property and plant expenses 11,524 10,407
Other operating expenses 5 17,973 16,216
Operating expenses 65,673 59,261
Result from operating activities 24 43,787 41,166
Depreciation, amortisation and impairment expenses 16,17 13,080 12,983
Other income 5 (1,142) (704)
IPO transaction and related costs - (285)
Profit before finance costs and tax 31,849 29,172
Net finance costs/(income) 6 39 (149)
Profit before income tax 31,810 29,321
Income tax expense 7 8,646 7,309
Profit for the period attributable to the shareholders of the Company 23,164 22,012
EARNINGS PER SHARE:
Basic earnings per share 9 0.12 0.11
Diluted earnings per share 9 0.12 0.11
70 / NAPIER PORT – TE HERENGA WAKA O AHURIRI

The above statement of comprehensive income should be read in conjunction with the accompanying notes.
NAPIER PORT HOLDINGS LIMITED
CONSOLIDATED STATEMENT
OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 30 SEPTEMBER 2021
2021 2020
Notes $000 $000
Profit for the period attributable to the shareholders of the Company 23,164 22,012
Other comprehensive income
Items that will be reclassified to profit or loss:
Changes in fair value of cash flow hedges 1,241 (110)
Cash flow hedges transferred to profit or loss (139) -
Deferred tax on changes in fair value of cash flow hedges 8 (309) 31

Items that will not be reclassified to profit or loss:
Changes in fair value of cash flow hedges (183) -
Cash flow hedges transferred to property, plant and equipment 183 (200)
Deferred tax on changes in fair value of cash flow hedges 8 - 56
Impairment of sea defences - (5,782)
Deferred tax on impairment of sea defences 8 - 703
Other comprehensive income for the period, net of tax 793 (5,302)
Total comprehensive income for the period attributable
to the shareholders of the Company 23,957 16,710
ANNUAL REPORT 2021 – TE PŪRONGO Ā-TAU 2021 / 71

The above statement of changes in equity should be read in conjunction with the accompanying notes.
NAPIER PORT HOLDINGS LIMITED
CONSOLIDATED STATEMENT
OF CHANGES IN EQUITY
FOR THE YEAR ENDED 30 SEPTEMBER 2021
Share

CapitalRevaluation ReserveHedging

ReserveShare-based

Payment ReserveRetained

EarningsTotal Equity
Notes $000 $000 $000 $000 $000 $000
Balance at 1 October 2020 245,750 70,308 (79) 389 29,877 346,245
Profit for the period - - - - 23,164 23,164
Other comprehensive income - - 793 - - 793
Total comprehensive income for the period - - 793 - 23,164 23,957
Dividends 10 32 - - - (15,591) (15,559)
Fair share loans - employee repayments 11 68 - - - - 68
Share-based payments 20 - - - 136 - 136
Total transactions with owners
in their capacity as owners 100 - - 136 (15,591) (15,355)
Total movement in equity 100 - 793 136 7,573 8,602
Balance at 30 September 2021 245,850 70,308 714 525 37,450 354,847
Balance at 1 October 2019 246,404 75,451 144 333 13,149 335,481
Profit for the period - - - - 22,012 22,012
Other comprehensive income - (5,079) (223) - - (5,302)
Total comprehensive income for the period - (5,079) (223) - 22,012 16,710
Business reorganisation 21 - - - - (348) (348)
Dividends 10 11 - - - (5,000) (4,989)
Transaction costs arising on share issuance 11 (720) - - - - (720)
Fair share loans - employee repayments 11 55 - - - - 55
Share-based payments 20 - - - 56 - 56
Transfer from revaluation reserve - (64) - - 64 -
Total transactions with owners
in their capacity as owners (654) (64) - 56 (5,284) (5,946)
Total movement in equity (654) (5,143) (223) 56 16,728 10,764
Balance at 30 September 2020 245,750 70,308 (79) 389 29,877 346,245
72 / NAPIER PORT – TE HERENGA WAKA O AHURIRI

The above statement of financial position should be read in conjunction with the accompanying notes.
NAPIER PORT HOLDINGS LIMITED
CONSOLIDATED STATEMENT
OF FINANCIAL POSITION
AS AT 30 SEPTEMBER 2021
2021 2020
Notes $000 $000
EQUITY
Share capital 11 245,850 245,750
Reserves 11 71,547 70,618
Retained earnings 37,450 29,877
354,847 346,245

NON-CURRENT LIABILITIES
Loans and borrowings 14 77,065 -
Deferred tax liability 8 17,924 16,681
Lease liabilities 19 320 521
Derivative financial instruments 23 - 111
Provision for employee entitlements 13 465 447
95,774 17,760
CURRENT LIABILITIES
Taxation payable 2,155 4,161
Lease liabilities 19 201 213
Trade and other payables 12 27,020 17,000
29,376 21,374
479,997 385,379
NON-CURRENT ASSETS
Property, plant and equipment 17 448,648 351,177
Intangible assets 16 1,145 1,377
Investment properties 18 10,400 9,200
Derivative financial instruments 23 528 -
460,721 361,754
CURRENT ASSETS
Cash and cash equivalents 1,403 7,936
Derivative financial instruments 23 464 -
Trade and other receivables 15 17,409 15,689
19,276 23,625
479,997 385,379
On behalf of the Board of Directors, who authorised the issue of these financial statements on the 15
th
November 2021.

Chair Director
ANNUAL REPORT 2021 – TE PŪRONGO Ā-TAU 2021 / 73

NAPIER PORT HOLDINGS LIMITED
CONSOLIDATED STATEMENT
OF CASH FLOWS
FOR THE YEAR ENDED 30 SEPTEMBER 2021
2021 2020
$000 $000
CASH FLOWS FROM OPERATING ACTIVITIES
Cash was provided from:
Receipts from customers 108,037 99,051
Cash was applied to:
Payments to suppliers and employees (62,512) (61,336)
IPO transaction and related costs - (478)
Net finance costs (paid)/received (39) 149
Income taxes paid (9,718) (7,471)
Net GST paid (978) (588)
Net cash flows generated from operating activities 34,790 29,327
CASH FLOWS FROM INVESTING ACTIVITIES
Cash was provided from:
Proceeds from sale of property, plant and equipment 63 56
Cash was applied to:
Acquisition of property, plant and equipment and intangible assets (103,682) (45,988)
Investment in joint venture - (80)
Net cash flows used in investing activities (103,619) (46,012)
CASH FLOWS FROM FINANCING ACTIVITIES
Cash was provided from:
Net proceeds from loans and borrowings 78,000 -
Repayment of fair share loans by employees 100 67

Cash was applied to:
Transaction costs arising on share issuance - (1,122)
IPO proceeds transferred to HBRIC as part consideration for shares of PONL - (348)
Dividends paid (15,591) (5,000)
Repayment of lease liabilities (213) (200)
Net cash flows generated from/(used in) financing activities 62,296 (6,603)
Net decrease in cash and cash equivalents (6,533) (23,288)
Cash and cash equivalents at beginning of the year 7,936 31,224
Cash and cash equivalents at end of the year 1,403 7,936
The above statement of cash flows should be read in conjunction with the accompanying notes.
74 / NAPIER PORT – TE HERENGA WAKA O AHURIRI

NAPIER PORT HOLDINGS LIMITED
CONSOLIDATED STATEMENT
OF CASH FLOWS (CONTINUED)
FOR THE YEAR ENDED 30 SEPTEMBER 2021
Reconciliation of profit for the period to cash flows from operating activities
2021 2020
$000 $000
Profit for the period 23,164 22,012
Adjust for non-cash items:
Fair value gain (1,200) (1,000)
Depreciation and amortisation 13,080 12,432
Impairment of assets - 551
Net loss on sale of property, plant and equipment 65 19
Share of loss and impairment from investment in joint venture - 80
Share-based payments 136 56
Other non-cash items (7) 197
Deferred tax 934 (965)
13,008 11,370
Other adjustments:
(Decrease)/increase in current tax (2,006) 803
Increase in non-current provision 18 11
(1,988) 814
Movements in working capital:
Increase in trade and other receivables (1,714) (1,795)
Increase/(decrease) in trade and other payables 2,320 (3,074)
606 (4,869)
Net cash flows generated from operating activities 34,790 29,327
ANNUAL REPORT 2021 – TE PŪRONGO Ā-TAU 2021 / 75

NAPIER PORT HOLDINGS LIMITED
NOTES TO THE CONSOLIDATED
FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 SEPTEMBER 2021
1 REPORTING ENTITY
The financial statements presented are those of Napier
Port Holdings Limited and its subsidiaries (together 'the
Group'). Napier Port Holdings Limited is incorporated under
the Companies Act 1993 and domiciled in New Zealand.
Napier Port Holdings Limited's shares are publicly traded
on the New Zealand Stock Exchange (NZX).
2 BASIS OF PREPARATION
The financial statements have been prepared in
accordance with the Financial Markets Conduct Act 2013.
STATEMENT OF COMPLIANCE
The financial statements have been prepared in
accordance with Generally Accepted Accounting Practice
in New Zealand (NZ GAAP). The Group is a for-profit
entity for NZ GAAP purposes. The financial statements
comply with New Zealand equivalents to International
Financial Reporting Standards (NZ IFRS), other Financial
Reporting Standards as applicable to the Group as a
for-profit entity, and International Financial Reporting
Standards (IFRS).
BASIS OF MEASUREMENT
The financial statements have been prepared on a
historical cost basis, except for sea defences, investment
properties and derivative financial instruments, which are
measured at fair value.
FUNCTIONAL AND PRESENTATION CURRENCY
The financial statements are presented in New Zealand
Dollars (NZD), which is the Group's functional and
presentation currency and are rounded to the nearest
thousand dollars ($'000), unless otherwise stated.
USE OF JUDGEMENTS AND ESTIMATES
In applying the Group's accounting policies, management is
required to make judgements, estimates and assumptions
that affect the application of accounting policies and
the reported amounts of assets, liabilities, income and
expenses. The estimates and judgements are continually
evaluated and are based on historical experience and other
factors, including expectations of future events that may
have a financial impact on the entity and are believed to be
reasonable under the circumstances. Actual results may
differ from these estimates.
In particular, significant areas of estimation and critical
judgements in applying accounting policies that have
a significant effect on the amounts recognised in the
financial statements are as follows:
• Valuation of sea defences (note 17)
• Estimation of useful lives and residual values
for depreciation expense (note 17)
• Deferred taxes (note 8)
Assessments of materiality require judgement and
includes consideration of relevant qualitative and
quantitative factors. Information that is considered
material and relevant to understanding these financial
statements is included within the notes accompanying
the financial statements.
As at the date of authorisation of these financial
statements, the Group was operating in conditions
affected by the COVID-19 virus global pandemic.
The potential economic and public health consequences
of this pandemic increase uncertainties regarding the
Group's trading results, including those arising from the
pandemic's potential impact on our direct and indirect
cargo customers.
76 / NAPIER PORT – TE HERENGA WAKA O AHURIRI

3 SUMMARY OF SIGNIFICANT
ACCOUNTING POLICIES
The principal accounting policies applied in the
preparation of these financial statements are set out
below or, where an accounting policy is directly related
to an individual note, within the accompanying notes
to the financial statements. These policies have been
consistently applied to the years presented unless
otherwise stated.
BASIS OF CONSOLIDATION
The consolidated financial statements comprise the
financial statements for the Group at 30 September 2021
and 30 September 2020.
Subsidiaries are those entities over which the Group has
control. Control is achieved when the Group is exposed,
or has rights, to variable returns from its investment in the
entity, and has the ability to affect those returns through its
power over the entity.
The financial statements of subsidiaries are prepared for
the same reporting period as the Parent, using consistent
accounting policies. The effects of intercompany
transactions are eliminated in preparing the consolidated
financial statements.
RESTATEMENT OF PRIOR PERIOD COMPARATIVES
The Group has changed the classification of operating
expenses within the consolidated income statement to
provide more relevant information for users. Maintenance
expenses have been replaced by property and plant
expenses. Employee benefit expenses, property and plant
expenses, and other operating expenses for the year ended
30 September 2020 have been restated on a comparable
basis resulting in $3.0 million of previously disclosed other
operating expenses being reclassified to property and plant
expenses, and $1.2 million being reclassified to employee
benefit expenses for the year ended 30 September 2020.
OTHER TAXES
Revenue, expenses, assets and liabilities are recognised
net of the amount of GST, except receivables and
payables, which are stated with the amount of GST
included. The net amount of GST recoverable from,
or payable to, the IRD is included as part of receivables
or payables in the Statement of Financial Position.
Cash flows are included in the Statement of Cash Flows
on a basis net of the GST component of cash flows
arising from investing and financing activities, which is
recoverable from, or payable to, the IRD which is classified
as part of operating cash flows.
CASH AND CASH EQUIVALENTS
Cash and cash equivalents comprise cash at bank and
on hand, and bank deposits and other highly liquid
investments that are readily convertible to cash and have
a maturity of three months or less. Bank overdrafts that
are repayable on demand and form an integral part of the
Group's cash management are included as a component
of cash and cash equivalents for the purpose of the
Statement of Cash Flows.
PROVISIONS
Provisions are recognised when the Group has a present
legal or constructive obligation as a result of past events
and it is probable that an outflow of resources will be
required to settle the obligation and the amount can be
reliably estimated.
FOREIGN CURRENCY TRANSLATION
Transactions in foreign currencies are translated at the
New Zealand rate of exchange ruling at the date of
transaction. At balance date, foreign monetary assets
and liabilities are translated at the closing rate, and
exchange variations arising from these are included
in the Income Statement.
NEW STANDARDS ADOPTED
There have been no new accounting standards
adopted and applied by the Group in the year ended
30 September 2021.
COMPARATIVES
Certain immaterial adjustments have been made
to prior year comparatives to align with the current
year disclosure.
ANNUAL REPORT 2021 – TE PŪRONGO Ā-TAU 2021 / 77