Notice of 2025 Annual Shareholders Meeting

Notice of
Annual Meeting
The meeting will be held at:
TIME:
2.00pm (New Zealand time)
SCHEDULED DATE:
Friday, 23 May 2025
PLACE:
Great Northern Room, Ellerslie Event Centre, 100 Ascot Avenue, Ellerslie, Auckland
and virtually through Computershare Online Meetings using the login details
explained in this Notice of Annual Meeting and in the Virtual Meeting Guide 2025
that accompanies this Notice of Annual Meeting.

Notice is hereby given that the Annual Meeting of Channel
Infrastructure NZ Limited (“Company” or “Channel Infrastructure”)
will be held at 2.00pm on Friday, 23 May 2025 at the Great
Northern Room, Ellerslie Event Centre, 100 Ascot Avenue, Ellerslie,
Auckland. You can also attend the Annual Meeting virtually using
the instructions explained further below under “Virtual Meeting”.
Key dates
If you do not wish to attend, but would like to vote, you
must submit your Proxy Form or online vote so that it is
received no later than 2.00pm on Wednesday, 21 May
2025, in accordance with the instructions at the back of
this Notice of Annual Meeting and the Proxy Form.
Business
A. Presentations
i.Chair’s Address.
ii.Chief Executive’s Address.
B. Resolutions
Auditor’s fees and expenses
To consider and, if thought fit, to pass the following
ordinary resolution.
Resolution 1. That Directors be authorised to fix the
fees and expenses of Ernst & Young as auditors
to the Company for the financial year ending
31 December 2025.
The Board recommends voting FOR this resolution.
Election and Re-election
of Directors
In accordance with Clause 8.8 of the Company’s
constitution (“Constitution”), Ms. Angela Bull was
appointed by the Directors and being eligible, offers
herself for election. Under Clause 8.9 of the Constitution,
Mr. Andrew Holmes, Mr. James Miller and Ms. Anna Molloy
retire by rotation and being eligible, offer themselves
for re-election. Accordingly, it is proposed that the
Shareholders consider and, if thought fit, pass the
following ordinary resolutions for the purposes of NZX
Listing Rule 2.7.1.
Resolution 2. That Ms. Angela Bull, who retires in
accordance with clause 8.8 of the Constitution, be
elected as a Director of the Company.
The Board recommends voting FOR this resolution.
Resolution 3. That Mr. Andrew Holmes, who retires
by rotation in accordance with clause 8.9 of
the Constitution, be re-elected as a Director of
the Company.
The Board recommends voting FOR this resolution.
Resolution 4. That Mr. James Miller, who retires by rotation
in accordance with clause 8.9 of the Constitution, be
re-elected as a Director of the Company.
The Board recommends voting FOR this resolution.
Resolution 5. That Ms. Anna Molloy, who retires by rotation
in accordance with clause 8.9 of the Constitution, be
re-elected as a Director of the Company.
The Board recommends voting FOR this resolution.
2
Channel Infrastructure NZ Limited | Notice of Annual Meeting

Director nomination received
The Company has received valid notices pursuant to
Listing Rule 2.3.1 from a group of shareholders
1
(who
together hold approximately 0.0024% of the shares in the
Company) nominating Mr. Karl Barkley as a director of
the Company.
In accordance with NZX Listing Rule 2.3.2, this nomination
must be included in this Notice of Meeting as an ordinary
resolution for consideration by Shareholders. 
Resolution 6. That Mr. Karl Barkley, who is nominated as a
director by a Shareholder of the Company in accordance
with Listing Rule 2.3.1, be elected as a Director of
the Company.
The Board recommends voting AGAINST this resolution.
By order of the Board
Chris Bougen
General Counsel and Company Secretary
9 April 2025

1
The Shareholders are: Donna Alley; Beryl Harrison; Karijus Schlogl; Stefan Schlogl; Vanessa Schlogl; John Walker and Monica Walker and Lloyd &
Associates 2012 Limited; Jocelyn Wilson; and Soala Wilson.
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Channel Infrastructure NZ Limited | Notice of Annual Meeting

Explanatory Notes - Resolutions
All Resolutions are ordinary resolutions. To be passed at this
Annual Meeting, these Resolutions require the approval of a
simple majority of the votes cast by Shareholders entitled to
vote and voting.
Auditor’s fees and expenses
(Resolution 1)
Ernst & Young (EY) is the current auditor of the Company.
Under the Companies Act 1993, a company’s auditor
is automatically reappointed unless the Shareholders
resolve to appoint a replacement auditor or certain
other specified reasons exist for the auditor not to
be reappointed.
However, notwithstanding the automatic reappointment
of an auditor under the Companies Act 1993, the auditor’s
fees and expenses must be fixed by the Company at
the Annual Meeting, or in the manner that the Company
determines at the Annual Meeting.
Therefore, Shareholders are being asked to resolve that
the Directors be authorised to fix the fees and expenses
of EY for the audit of the Company’s financial statements
for the year ending 31 December 2025.
The Board unanimously recommends that Shareholders
vote FOR Resolution 1.
Election and Re-election of
Directors (Resolutions 2 to 5)
Resolution 2:
Election of Ms. Angela Bull
Angela Bull
BA/LLB
Term of Office:
Ms. Bull was appointed as an Independent Director on
24 October 2024.
Board Committees
Ms. Bull is a member of the People and Culture
Committee and would be a member of the Audit and
Finance Committee if confirmed by election as a Director
of the Company.
Experience:
Ms. Bull is a professional director with extensive
executive experience in commercial property and retail
development. Her current governance roles include
Property for Industry, Vital Healthcare Property Trust,
Fulton Hogan, Foodstuffs South Island, Bayleys Real
Estate and as a Trustee of St Cuthbert’s College. She
holds a Bachelor of Laws and a Bachelor of Arts
(Political Science) and practised environmental law prior
to her executive career. Ms. Bull was previously the
Chief Executive of Tramco Group, a large New Zealand
privately owned property investment company which
specialises in large scale land holdings. Prior to this,
Ms. Bull was General Manager Property Development for
Foodstuffs North Island.
Independent Director and Board support:
Ms. Bull is an Independent Director of the Company as
defined in the NZX Listing Rules and for the purposes
of Listing Rule 7.8.3(b), none of the factors in table
2.4 of the NZX Corporate Governance Code apply. Ms.
Bull has extensive skills, knowledge, experience and
expertise considered necessary for an
effective Board
under the Company’s Board Skills Matrix that is aligned
to the Company’s strategy.  She has deep experience
in large-scale industrial property development and will
provide invaluable expertise as the Company continues
to progress the Marsden Point Energy Precinct concept.
The Board is supportive of the election of Ms. Bull as a
Director of the Company and unanimously recommends
that Shareholders vote FOR Resolution 2.
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Channel Infrastructure NZ Limited | Notice of Annual Meeting

Resolution 3:
Re-election of Mr. Andrew Holmes
Andrew Holmes
BSc (Hons), MBA
Term of Office:
Mr. Holmes was appointed as an Independent Director
on 4 April 2022.
Board Committees:
Mr. Holmes is a member of the Health, Safety,
Environment and Operations Committee and the People
and Culture Committee.
Experience:
Mr. Holmes has over 30 years’ experience in the energy
industry, previously working for bp. Prior to his retirement
from the company in 2019, Mr. Holmes was bp’s most
senior executive in the Asia Pacific market. As Head of
Asia, he led bp’s activities in Australia, New Zealand and
Asia with responsibility for terminals through to refinery
and retail networks. Mr. Holmes also ran bp’s Global
Aviation Fuels Division. His early career was in UK-based
refineries before moving to commercial and leadership
roles in the UK, China and Europe, including running
the supply, wholesale and retail operations for Northern
Europe. Mr. Holmes is currently involved in consulting
and advisory roles for energy transition start-ups and
on energy industry commercial matters. He was a board
member of the Australian Institute of Petroleum from
2013–2018 and Chair from 2018-2020.
Independent Director and Board support:
Mr. Holmes is an Independent Director of the Company
as defined in the NZX Listing Rules and for the purposes
of Listing Rule 7.8.3(b), none of the factors in table 2.4 of
the NZX Corporate Governance Code apply. Mr. Holmes
has extensive skills, knowledge, experience and expertise
considered necessary for an effective Board under the
Company’s Board Skills Matrix that is aligned to the
Company’s strategy.  It is proposed that Mr. Holmes
will chair the People and Culture Committee following
the retirement of Vanessa Stoddart, having substantial
executive and governance experience appropriate for
this important role. The Board is supportive of the re-
election of Mr. Holmes as a Director of the Company and
unanimously recommends that Shareholders vote FOR
Resolution 3.
Resolution 4:
Re-election of Mr. James Miller
James Miller
BCom, CFInstD
CSAP and FCA
Term of Office:
Mr. Miller was appointed as an Independent Director
on 1 November 2018 and last re-elected at the 2022
Annual Meeting.
Board Committees:
Mr. Miller is a member of the Audit and Finance
Committee and the People and Culture Committee.
Experience:
Mr. Miller has 15 years’ experience in capital markets
and has held Board and leadership positions at
Craigs Investment Partners and ABN AMRO. He has
also had extensive experience in the downstream
energy sector. Mr. Miller is a director of Mercury NZ
Limited, Ryman Healthcare Limited and Vista Group
International Limited. He was previously a Director of
Auckland International Airport, Accident Compensation
Corporation, an inaugural Director of the Financial
Markets Authority, a Director of Vector, and a member of
the INFINZ and Financial Reporting Standards Board.  Mr.
Miller has also previously held the position of Chair of the
Board of NZX.  He is a qualified Chartered Accountant
and Fellow of the Chartered Accountants Australia and
New Zealand, a Certified Securities Analyst Professional,
member of the Institute of Directors in New Zealand, and
a graduate of the Advanced Management Program at
Harvard Business School.
Independent Director and Board support:
Mr. Miller is an Independent Director of the Company as
defined in the NZX Listing Rules and for the purposes of
Listing Rule 7.8.3(b), none of the factors in table 2.4 of
the NZX Corporate Governance Code apply. Mr. Miller
has extensive skills, knowledge, experience and expertise
considered necessary for an effective Board under the
Company’s Board Skills Matrix that is aligned to the
Company’s strategy. He is currently the Board Chair,
and brings decades of experience on listed-company
boards, including as chair. The Board is supportive of the
re-election of Mr. Miller as a Director of the Company and
unanimously recommends that Shareholders vote FOR
Resolution 4.
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Channel Infrastructure NZ Limited | Notice of Annual Meeting

Resolution 5:
Re-election of Ms. Anna Molloy
Anna Molloy
BCom, BE, CFA
Term of
Office:
Ms. Molloy was appointed as an Independent Director on
4 April 2022.
Board Committees:
Ms. Molloy is a member (and Chair) of the Audit and
Finance Committee.
Experience:
Ms. Molloy has over 15 years’ experience in equity capital
markets, investment management, private equity and
business development. Prior to starting her governance
career, Ms. Molloy was an equity analyst for Masfen
Securities and Artemis Capital, a New Zealand high net
worth family office, and also for ABN AMRO New Zealand.
In 2017, she joined the NZX board as a Future Director
for 18 months. Ms. Molloy is currently an independent
director for ANZ Investments, the funds management
subsidiary of ANZ Bank with $27 billion of funds under
management. Ms. Molloy has a Bachelor of Engineering
(Chemicals & Materials) and a Bachelor of Commerce
from the University of Auckland. She is a Chartered
Financial Analyst (CFA) and a member of the New
Zealand Institute of Directors.
Independent Director and Board support:
Ms. Molloy is an Independent Director of the Company
as defined in the NZX Listing Rules and for the purposes
of Listing Rule 7.8.3(b), none of the factors in table 2.4 of
the NZX Corporate Governance Code apply. Ms. Molloy
has extensive skills, knowledge, experience and expertise
considered necessary for an effective Board under the
Company’s Board Skills Matrix that is aligned to the
Company’s strategy. She is the Chair of the Audit and
Finance Committee, and has the governance experience
and financial expertise required to perform this important
governance and oversight role on the Board. The Board
is supportive of the re-election of Ms. Molloy as a Director
of the Company and unanimously recommends that
Shareholders vote FOR Resolution 5.
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Channel Infrastructure NZ Limited | Notice of Annual Meeting

Director nomination received
The Company has received valid notices pursuant to
Listing Rule 2.3.1 from a group of shareholders
1
(who
together hold approximately 0.0024% of the shares in the
Company) nominating Mr. Karl Barkley as a director of
the Company.
In accordance with NZX Listing Rule 2.3.2, this nomination
must be included in this Notice of Meeting as an ordinary
resolution for consideration by Shareholders. 
Resolution 6:
Nomination of Mr. Karl Barkley as
a director
Karl Barkley
Locomotive and Traction Engine Driver Current LTSA,
Second-Class Engine Driver Current LTSA, Engineering
Trade Certificate 1978, Fitting and Welding Machinist.
Statement from Nominee:
The following statement has been provided to the
Company by Mr. Barkley:
I, Karl Barkley have a vast experience in the Engineering
and Construction Industry. I feel I have a lot to offer
Channel Infrastructure NZ LTD as a nominated Board of
Director. I have an engaging personality that is suited to
sales, project management and team leader positions.
I have mentored both apprentices and employees in
addition to fellow co-workers. I enjoy working in a team
situation and always strive to improve systems with a
high regard for Health & Safety. Having owned my own
business I understand the importance of hard work and I
pride myself on being an honest, reliable and productive
member of any team I work for.
Biographical details and experience:
Mr. Barkley has work experiences in the engineering and
construction field. Mr. Barkley states his key credentials
to be:
•Experience as fitter/welder, boiler operator and
maintenance engineer
•Experience as a business owner including hiring staff
•Strong health and safety adherence
•Involvement in community projects including Chairman
of “Save the Kingston Flyer”
•Having stood for ICC Elections
•Sale representative experience in the rural sector
Independence assessment and Board recommendation:
The Board is not supportive of the election of Mr.
Barkley as a Director of the Company and unanimously
recommends that Shareholders vote AGAINST Resolution
6. The reasons for the Board’s recommendation are
set out in the box below labelled “Reasons for Board
recommendation AGAINST Resolution 6”.
The Board is unable to make an assessment of
Mr. Barkley’s independence based on the information
provided with the nomination, and therefore no such
determination is made.
1
The Shareholders are: Donna Alley; Beryl Harrison; Karijus Schlogl; Stefan Schlogl; Vanessa Schlogl; John Walker and Monica Walker and Lloyd &
Associates 2012 Limited; Jocelyn Wilson; and Soala Wilson.
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Channel Infrastructure NZ Limited | Notice of Annual Meeting

Reasons for Board recommendation AGAINST Resolution 6
The Board is not supportive of the election of Mr. Barkley as a Director of the Company and unanimously recommends
that Shareholders vote AGAINST Resolution 6 for the following reasons:

•Mr. Barkley is nominated by a small group of shareholders (who hold a combined 0.0024% of the total shares in the
Company) focused on reopening the Marsden Point oil refinery, which has been overwhelmingly rejected by Channel
Infrastructure shareholders.  Shareholders approved the closure of the Marsden Point oil refinery and conversion to
an import terminal, with 99% of the votes cast being in favour of this change in strategy for the Company.  Since
then, the Company has moved on and is successfully delivering on its new strategy, achieving Total Shareholder
Returns (from both dividends and share price increase) of 37.4% in the 2024 financial year.
•This is the second year in which Mr. Barkley has sought to be elected to the Board to pursue a reopening of
the oil refinery, with Shareholders voting against his nomination in 2024 with 99% of the votes cast being against
his election. 
•The Government’s recently released Fuel Security Study has concluded that re-establishing the Marsden Point oil
refinery or developing a new refinery for indigenous crude oil is the least efficient option for improving New Zealand’s
fuel security.  It is estimated that the cost to rebuild the oil refinery would be up to $7.3 billion, and there is no
financial support from the Government or fuel companies for any rebuild of the oil refinery. It is also well beyond the
financial capacity of the Company (Channel Infrastructure's current market capitalisation at the date of this Notice
is approximately $760 million).   
•The Company’s strategy for Marsden Point is now centered on progressing the Marsden Point Energy Precinct
concept, with several projects (including the proposed biorefinery and electricity peaking plant) under active
investigation, and the Government considering designating Marsden Point as a special economic zone.
•While we appreciate Mr. Barkley’s interest in the Company, the Board has assessed the credentials that he
provided with his nomination against the Company’s publicly-available Board Skills Matrix, and concluded that
the experience and additional or complementary expertise that Mr. Barkley has is not aligned with the Company’s
Board Skills Matrix. In particular, Mr. Barkley appears to have no experience in the management or governance of
publicly listed companies, fuel or infrastructure sector businesses or of high hazard facilities, which is experience that
the Board considers is critical for Channel Infrastructure directors
1
.   
•Following overwhelming shareholder approval of the closure of the oil refinery and conversion to an import terminal
model with more stable earnings, our intent has been to reduce the size of the Board, enabling an increase in
boardroom efficiency and reduced costs to shareholders.
•The Board is therefore not supportive of Mr. Barkley’s election to the Board and is satisfied that the Board currently
has the right number of directors with the right mix of skills, experience, knowledge and expertise to successfully
deliver the Company’s strategy and create shareholder value.
1
Shareholders should also refer to Channel Infrastructure’s current Governance Statement, which is available on the Company’s website.
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Channel Infrastructure NZ Limited | Notice of Annual Meeting

Procedural Notes
Voting entitlements
and disqualifications
Provided that they are registered as holding Shares
on Channel Infrastructure’s share register at 2.00pm on
Wednesday, 21 May 2025 (being the “Record Date”), all
Shareholders will be entitled to vote on all Resolutions at
the Annual Meeting.
There are no voting restrictions placed on
the Resolutions.
Casting votes
Shareholders may cast their vote in one of three ways:
A. Personal attendance
If Shareholders wish they can attend the Annual Meeting
in person or participate virtually via the Computershare
Online Meetings platform https://meetnow.global/nz
provided by the Company’s share registrar,
Computershare Investor Services Limited. Persons wishing
to attend in person will be required to show proof that
they are a holder of Shares in the Company or a validly
appointed proxy or corporate representative.
If a Shareholder is a body corporate it may appoint a
representative to attend the Annual Meeting on its behalf
in the same manner as that in which it could appoint
a proxy.
B. Proxies
A Shareholder entitled to attend and vote at the Annual
Meeting is entitled to appoint a proxy to attend and vote
instead of the Shareholder. A proxy need not be another
Shareholder. A Shareholder may appoint “The Chair of
the Meeting” as proxy. The Chair intends to vote any
undirected proxies held by him FOR Resolutions 1, 2, 3,
4, and 5 and AGAINST Resolution 6.
If you have ticked the “PROXY DISCRETION” box and your
named proxy does not attend the Annual Meeting or you
have not named a proxy but have otherwise completed
the Proxy Form in full, the Chair of the Annual Meeting will
act as your proxy. With respect to any other direction the
Proxy Form will take effect as a postal vote. The Chair’s
voting intentions are set out in the paragraph above.
A Proxy Form is enclosed with this Notice of Annual
Meeting. If used to appoint a proxy, it must be deposited
with the Company no later than 48 hours before the
time for holding the Annual Meeting (i.e. on or before
2.00pm on Wednesday, 21 May 2025). A Proxy Form
may be deposited with the Company by any of the
following methods:
•
Depositing it at the Registered Office of the Company;
•Online at www.investorvote.co.nz;
•Delivering it to the Company’s share registrar’s office
at Level 2, 159 Hurstmere Road, Takapuna, Auckland;
•Posting it to the Company’s share registrar’s office in
the supplied reply paid envelope; or
•Emailing it to corporateactions@computershare.co.nz.
The Company may however accept late Proxy Forms
received before the start of the Annual Meeting at its
sole discretion.
C. Postal voting
Shareholders who are entitled to attend and vote at
the Annual Meeting may cast a postal vote instead of
attending in person or appointing a proxy.
A Proxy/Voting Form is enclosed with this Notice of
Annual Meeting. If used to cast a postal vote, it must
be deposited with the Company no later than 48 hours
before the time for holding the Annual Meeting (i.e. on or
before 2.00pm on Wednesday, 21 May 2025) in the same
manner as a Proxy Form. The Company may however
accept late Proxy/Voting Forms received before the start
of the Annual Meeting at its sole discretion.
Online appointment of proxies
and voting
A Shareholder entitled to attend and vote at the Annual
Meeting may appoint a proxy online or may vote
online on the website of the Company’s share registrar,
Computershare: www.investorvote.co.nz.
To appoint a proxy or vote online Shareholders will
be required to enter their CSN/Shareholder Number,
postcode/country of residence and the secure access
Control Number that appears on the front of their Proxy
Form. Proxies and votes submitted in this way must be
received on or before 2.00pm on Wednesday, 21 May
2025. The Company may however accept late online
votes received before the start of the Annual Meeting at
its sole discretion.
The Company Secretary, Chris Bougen, has been
authorised by the Board to receive and count postal
votes, including online votes, at the Annual Meeting.
NZ RegCo
NZ RegCo has not reviewed and approved this Notice of
Annual Meeting. NZ RegCo takes no responsibility for any
statement in the Notice of Annual Meeting or Explanatory
Notes accompanying the Notice of Annual Meeting.
9
Channel Infrastructure NZ Limited | Notice of Annual Meeting

Virtual meeting
If Shareholders do not wish to attend the Annual Meeting
in person, Shareholders can attend and participate in the
Annual Meeting online via an internet connection (using a
computer, laptop, tablet or smartphone).
Details of how to participate virtually are provided in the
accompanying Virtual Meeting Guide, with instructions
for accessing the virtual meeting. Shareholders are
encouraged to review this guide and download the app
prior to the Annual Meeting.
Shareholders will be able to view the presentations,
vote on the Resolutions to be put to Shareholders and
ask questions, by using their own computers or mobile
devices. Shareholders will still be able to appoint a proxy
to vote for them or send a postal vote, as they otherwise
would, by following the instructions on the Proxy Form
and this Notice of Annual Meeting. If a proxy is appointed
and attends the Annual Meeting, Shareholders will not be
able to vote as the proxy will do that for them.
Venue location
As part of its ongoing engagement with Shareholders,
the Board has decided to reinstate its policy of
holding the Annual Shareholder Meetings in different
locations each year, to enable wider engagement with
Shareholders.  The physical location for the Annual
Meeting is 2.00pm at the Great Northern Room, Ellerslie
Event Centre, 100 Ascot Avenue, Ellerslie, Auckland. The
Ellerslie Event Centre is located on several major bus
routes and is a short walk from Greenlane Train Station.
Venue location
Great Northern Room,
Ellerslie Event Centre,
100 Ascot Avenue,
Ellerslie, Auckland
The meeting will be held in
the Ellerslie Stand in the Great
Northern Room (Level 1).
The best and closest parking is
in Carpark A which you access
off Derby Downs Place.
Ellerslie Stand,
Great Northern
Room, Level 1
Carpark
Carpark Entry off Derby Downs Place
10
Channel Infrastructure NZ Limited | Notice of Annual Meeting

---

Lodge your postal vote or proxy
Online
www.investorvote.co.nz
By Mail
Computershare Investor Services Limited
Private Bag 92119, Auckland 1142, New Zealand
By Email
corporateactions@computershare.co.nz
For all enquiries contact
+64 9 488 8777
corporateactions@computershare.co.nz
Proxy/Voting Form
www.investorvote.co.nz Smartphone?
Lodge your vote or appoint a proxy, 24 hours a day, 7 days a week: Scan the QR code to vote now.
Your secure access information
Control Number: CSN/Shareholder Number:
PLEASE NOTE: You will need your CSN/Shareholder Number and postcode or country of residence (if outside
New Zealand) to securely access InvestorVote and then follow the prompts to lodge or appoint your proxy online.
Go online to vo
te, or turn over to complete the form
For your proxy to be effective it must be received by 2.00pm on Wednesday, 21 May 2025
If Shareholders do not wish to physically attend the Annual Meeting at 2.00pm on Friday, 23 May 2025 at the Great
Northern Room, Ellerslie Event Centre, 100 Ascot Avenue, Ellerslie, Auckland, all Shareholders will have the opportunity
to attend and participate in the 2025 Annual Meeting online via https://meetnow.global/nz (using a computer, laptop,
tablet or smartphone). The virtual meeting will be accessible on both desktop and mobile devices.
Please refer to the Virtual Meeting Guide 2025 that accompanies this Proxy/Voting Form.
Notes
1. Appointment of Proxy:
As a Shareholder you may attend the Annual Meeting and vote, or you may
appoint a proxy to attend the Annual Meeting and vote in your place. A
proxy need not be a Shareholder of the Company. You may, if you wish,
appoint “The Chair of the Meeting” as your proxy. The Chair intends to vote
any undirected proxies held by him FOR Resolutions 1, 2, 3 , 4 and 5 and
AGAINST Resolution 6. Joint holders should all sign the form if appointing
a proxy. If you have ticked the “PROXY DISCRETION” box and your named
proxy does not attend the Annual Meeting or you have not named a proxy,
the Chair of the Annual Meeting will act as your proxy. With respect to any
other direction the proxy form will take
effect as a postal vote. The Chair
voting intentions are set out in the paragraph above. All Resolutions are not
subject to any restrictions on voting under the NZX Listing Rules. If you are
a company you may appoint a proxy or you may appoint a representative
to attend the Annual Meeting using this Form, signed on your behalf by a
person authorised by resolution of your Board. If this Form has been signed
under a power of attorney a signed
certificate of non-revocation of the
power of attorney must be provided to the Company with this Form.
2. Postal Voting:
If you are unable or do not wish to attend the Annual Meeting or appoint
a proxy or representative, you may cast a postal vote by completing and
lodging this Form in accordance with the instructions below. Alternatively,
you may cast your vote online at
www.investorvote.co.nz.
3. Attending the meeting virtually:
If you propose to attend the meeting virtually, please read the enclosed
Virtual Meeting Guide prior to the meeting. You can participate in the
meeting virtually through the web platform
https://meetnow.global/nz and
entering the meeting. You will be able to view presentations, ask questions
and (unless you have appointed a proxy) cast your vote from your own
computer, mobile or similar device.
For any assistance with the process, please contact Computershare on
+64 9 488 8777 between 8.30am – 5.00pm Monday to Friday.
Shareholders can still attend the meeting online, even if they have
appointed a proxy (although they will not be able to vote if a proxy has
been appointed).
4. Resolutions:
If you wish to instruct your proxy how to vote, or if voting by post, please
do so by placing a tick in the FOR, AGAINST or ABSTAIN box for each
Resolution upon which you wish to vote. If you wish the proxy to vote
or abstain from voting as he or she thinks
fit, you must place a tick in
the PROXY’S DISCRETION box. If you do not mark any box in respect
of a Resolution, in the case of a postal vote you will be deemed to
have abstained from voting on that Resolution and in the case of an
appointment of a proxy you will be deemed to have given your proxy
discretion as to whether and how to vote on that Resolution. If a vote is
required on any other matter at the Annual Meeting a proxy may vote or
abstain from voting on that matter on your behalf as he or she thinks
fit.
To be valid, this Form must be deposited with the Company, by:
•    Depositing it at the Registered Office of the Company;
•    Online at www.investorvote.co.nz;
•    Delivering it to the Company’s share registrar’s office at Level 2, 159
     Hurstmere Road, Takapuna, Auckland;
•    Posting it to the Company’s share registrar’s office in the supplied reply      
paid envelope; or
•    Emailing it to corporateactions@computershare.co.nz.
In each case it must be received at least 48 hours before the time for
holding the Annual Meeting (that is, not later than 2.00pm on Wednesday,
21 May 2025).

Form continues on following page
Proxy/Voting Form
STEP 1 Postal Voting Form or Proxy Voting Instructions
Please note: Please complete this section if you wish to appoint a proxy or representative or if you wish to vote
by post or by email. Tick the box that applies. Mark only ONE box in respect of each Resolution.
Resolutions:
Other Matters
NOYES
I wish to appoint a proxy to attend the meeting on my behalf.
If your proxy will be attending the meeting remotely, please ensure that you provide their contact details (phone and
email address). If this information is not provided, we cannot guarantee remote admission to the meeting for your proxy.
Proxy contact details (Phone):
and (Email):
The following resolutions are endorsed by the Board
ForAgainst
Proxy
DiscretionAbstain
1.
That Directors be authorised to fix the fees and expenses of Ernst
& Young as auditors to the Company for the financial year ending
31 December 2025.
The Board recommends voting FOR this resolution.
☐☐☐☐
2.
That Ms. Angela Bull, who retires in accordance with clause 8.8 of
the Constitution, be elected as a Director of the Company.
The Board recommends voting FOR this resolution.
☐☐☐☐
3.
That Mr. Andrew Holmes, who retires by rotation in accordance
with clause 8.9 of the Constitution, be re-elected as a Director of
the Company.
The Board recommends voting FOR this resolution.
☐☐☐☐
4.
That Mr. James Miller, who retires by rotation in accordance with
clause 8.9 of the Constitution, be re-elected as a Director of
the Company.
The Board recommends voting FOR this resolution.
☐☐☐☐
5.
That Ms. Anna Molloy, who retires by rotation in accordance with
clause 8.9 of the Constitution, be re-elected as a Director of
the Company.
The Board recommends voting FOR this resolution.
☐☐☐☐
The following resolution is NOT endorsed by the Board
ForAgainst
Proxy
DiscretionAbstain
6.
That Mr. Karl Barkley, who is nominated as a director by a
Shareholder of the Company in accordance with listing rule 2.3.1,
be elected as a Director of the Company.
The Board recommends voting AGAINST this resolution.
☐☐☐☐

ATTENDANCE SLIP
Proxy/Voting Form
//
STEP 2 Appoint a Proxy to Vote on Your Behalf
You may complete this Form if you are NOT attending the meeting and you wish to appoint a proxy or representative to
attend in your place. You may complete only the Resolutions section of this Form if you wish to vote by post or by email.
DO NOT complete this Form if you are appointing a proxy online or you are voting online.
I
/We the above named Shareholder/Shareholders of the “Company” Channel Infrastructure NZ Limited
hereby appoint off
or failing him/her of
SIGN Signature of Shareholder(s) This section must be completed.
Shareholder 1 Shareholder 2 Shareholder 3
or Director (if more than one)or Sole Director/Director
Contact Name Contact Daytime Telephone Date
as my/our proxy or representative to exercise my/our vote at the
Annual Meeting of Shareholders of the Company to be held on Friday, 23 May 2025 commencing at 2.00pm.
Annual Meeting of Shareholders of the Company to be held at 2.00pm at the Great Northern
Room, Ellerslie Event Centre, 100 Ascot Avenue, Ellerslie, Auckland and virtually via
https://meetnow.global/nz (using a computer, laptop, tablet or smartphone). Please refer
to the Virtual Meeting Guide 2025 that accompanies this Proxy/Voting Form.

---

Port Marsden Highway, Ruakaka, Northland 0171 +64 9 432 8311 corporate@channelnz.com channelnz.com
Private Bag 9024, Whangarei 0148, New Zealand

9 April 2025


Dear Shareholders,

On behalf of the Board of Directors I am pleased to invite you to Channel Infrastructure NZ Limited’s 2025 Annual
Shareholders Meeting, to be held at 2.00pm on Friday 23 May 2025. I look forward to welcoming you to Ellerslie Event
Centre in Auckland, or online.

At the meeting, your Board and CEO will present on the significant progress we have made towards our vision of
becoming a world-class energy infrastructure company. We will outline the growth opportunities we have ahead of us,
including the continued delivery of our vision for the Marsden Point Energy Precinct, to provide resilient infrastructure
solutions that meet New Zealand’s changing fuel and energy needs and supports New Zealand’s fuel security.

The successful execution of our strategy will create value for our shareholders, our people, our community and New
Zealand by driving economic growth, creating jobs and supporting the country’s energy resilience and transition.
Reflecting the significant progress we have already made, we continue to outperform the NZX50, delivering a total
shareholder return (from both dividends and share price increase) of 37.4% in 2024 compared to the NZX50 average of
11.4%.

The Board refresh, initiated following shareholder approval of the conversion to an import terminal, is now complete.
The result is a smaller, more efficient Board with the optimal mix of skills and experience, aligned to Channel’s strategy,
to support the management team to deliver on our strategy and ambitions for the future. The resolutions to be put
forward at this year’s Annual Shareholders Meeting include the election of Angela Bull, and the re-election of Andrew
Holmes, Anna Molloy and myself, as directors of the Company. The Board fully endorses these resolutions given these
directors not only possess the mix of skills and experiences required for Channel and its future strategy, but also hold
the governance experience required to discharge the leadership roles required on the Board.

For the second year in a row, the Board has received notices from a small number of shareholders (who hold a total of
0.0024% % of the shares in Channel), nominating Mr Karl Barkley as a director. Mr Barkley continues to advocate for
the reopening of the Marsden Point oil refinery. Fuel security is an issue the Company takes very seriously, with the
Company having engaged thoroughly with the Government in respect of its recently completed Fuel Security Study.
While the Board acknowledges this group’s passion for the oil refinery, the Fuel Security Study concluded that reopening
the oil refinery would be infeasible given the up to $7.3 billion cost and would have “limited effectiveness across all fuel
types” in providing additional fuel security. With no prospect of financial support from Government, a rebuild is well
beyond the financial capacity of the Company (Channel Infrastructure’s current market capitalisation is approximately
$760 million) and would not in any event generate appropriate returns for shareholders. Last year, shareholders
overwhelmingly rejected nominations from this group of shareholders with 99% of votes being cast against those
nominations. The Board recommends shareholders again vote against the election of Mr Barkley, with the reasons for
this recommendation outlined in the 2025 Notice of Meeting.

We encourage you to read all the information set out in the Notice of Meeting carefully, and thank you for your continued
support of Channel Infrastructure.

Yours sincerely


James Miller
Chair of Channel Infrastructure NZ Limited

---

Attending the meeting online
HOW TO PARTICIPATE IN VIRTUAL/HYBRID MEETINGS
When successfully authenticat ed, th e home
screen will be displayed. You can watch the
webcast, vote, ask qu estion s, an d view meeting
materials in the documents folder. The image
highlighted blue indicates the page you have active.
The webcast will appear and begin
a
utomatically once the meeting has started.
Voting
Reso
lutions will be put forward once voting is
declared open by the Ch air. Once the voting
has opened, the resolution and voting options
will appear.
To vote, simply select your vot ing direction
f
rom
the options shown on scree n. You can vote for all
resolutions at once or by each resolution.
Y
our vote has been cast when the green tick
appears. To change your vote, select ‘Change
Your Vote’.
Q&A
Navigation
Access
Access the online meeting at
https://meetnow.global/nz, and select the
requi red meeting. Click 'JOIN MEETING NOW'.
If you
are a shareholder:
Select 'Shareholder' on the login screen and enter
your CSN/Holder Number and Post Code. If you
are outside New Zealand, simply select your
country from the drop down box instead of t
he
post code. Accept the Terms and Conditions and
click Continue.
If you are a guest:
Select Guest on the login screen . As a guest, you
will be prompted to complet e al l the relevant
fields including title, first name, last name an d
email address.
Pl
ease note, guests will not be abl e to
ask questions or vote at the meeting.
If yo
u
are a proxy holder:
Yo
u will receive an email invitation the day before
the meeting to access the onli ne meeting. Click
on the link in the invitat ion to access the meeting.
Visit https://meetnow.global/nz
Contact
If you have any issues accessing the
website please call +64 9 488 87 00.
A
ny eligible sharehold er/ proxy attending t
he
m
eeting remotely is eli gible to ask a question.
S
elect the Q&A tab and typ e your question int
o
the box at the bottom of the screen and press
'S
end
'.
Our online meeting provides you the opportunity to
participate online using your smartphone, tablet or computer.
If yo
u choose to attend online you will be able to view a live
webcast of the meeting, ask questions and submit your votes
in real time.
You will need the latest version of Chrome, Safari or Edge.
Please ensure your browser is compatible.