2025 Full Year Results

OUR PURPOSE
TOGETHER
WE BUILD A
THRIVING
REGION BY
CONNECTING
YOU TO THE
WORLD
CONTENTS
+
WELCOME
Performance at a Glance P6
Chair & Chief Executive’s Report P8
+
IMPLEMENTING
OUR STRATEGY
Growing our Port Plus+ P24
Delivering Excellence to the Core P28
Building Alliances P32
Learning and Leading Port P36
+
GOVERNANCE
MATTERS &
FINANCIAL
STATEMENTS
CFO Management Discussion & Analysis P64
Strategic Risk Overview P68
Corporate Governance Statement P70
Other Disclosures P82
Financial Statements P90
+
ABOUT US
We are Napier Port P14
Our Trade Portfolio P16
How we Create Value P18
Refreshing Our Strategic Framework P20
+
OUR
FOUNDATIONS
People and Culture P42
Integrated Sustainability P46
+
OUR LEADERS
Board of Directors P54
Senior Management Team P58
P3P2
2025 ANNUAL REPORT TE PURONGO A-TAU

WELCOME
s1 // TAHI
s1WELCOMEs2s3s4s5s6
+
Performance at a Glance
P6
+
Chair and Chief Executive’s
Report
P8
P5P4
2025 ANNUAL REPORT TE PURONGO A-TAU

PERFORMANCE
AT A GLANCE
YEAR ON YEAR
$29m
Total Dividend
14.5 cents/share
$16m
Final Dividend
8 cents/share
$64.2m
Result from Operating
Activities
23.5%
$30.9m
Net Profit
24.4%
$157.7m
Revenue
11.6%
78
Cruise Vessel Calls
12.4%
264
Container Vessel Calls
7.3%
248
Charter Vessel Calls
5.1%
5.06m
Tonnes of Cargo Handled
4.99m PY
34.3k
TEU handled through
Port Pack
14.8%
2.7m
Tonnes of Log Exports
5.8%
3.4m
Tonnes of Bulk Cargo Handled
1.7%
595
Critical risk verifications
completed
(2024: 54)
250,000
TEU Container Volumes
9.1%
P7P6
2025 ANNUAL REPORT TE PURONGO A-TAU

CHAIR
AND CHIEF
EXECUTIVE’S
REPORT
season saw 78 vessel calls and approximately
107,000 passengers visit the region.
The result from operating activities increased
23.5% to $64.2 million, while net profit after
tax rose 24.4% to $30.9 million. These
results highlight the diversity of Napier Port’s
trade base, the success of its yield and cost
management strategies, and the benefits of
ongoing strategic investment in capability.
With a strong balance sheet position, reliable
infrastructure, close customer partnerships
and disciplined investment management,
Napier Port is well positioned to sustain
its earnings growth, fund innovation and
deliver consistent value for our customers,
shareholders and the Hawke’s Bay region.
Operational Delivery
Napier Port’s operational performance met the
demands of a busy and, at times, challenging
trading year. Container throughput grew,
boosted by record apple exports, the return
of Pan Pac’s pulp and timber operations to
full production, and increased transhipment
and Discharge, Load and Restow (DLR)
movements as shipping lines adjusted
rotations and capacity across New Zealand.
Our people and partners responded
dynamically to increased volumes and shifting
vessel schedules and met the challenge of
limitations with crane availability, maintaining
reliable service for customers throughout the
peak season. Improved coordination across
the port and closer collaboration with supply
chain partners were central to this result.
Our diversified trade portfolio and service
offering across containers, bulk cargo and
cruise continued to provide balance through
changing market conditions.
Our investments in port infrastructure,
equipment and digital systems supported our
performance, while enhanced data insights
helped optimise asset utilisation and resource
deployment.
Financial Results
Building on robust operational performance,
Napier Port delivered continued earnings
growth in 2025 and maintained a significant
focus on improving our returns.
Revenue rose 11.6% to $157.7 million, driven
by strong container volumes and a solid cruise
season. Container throughput increased 9.1%
to 250,000 TEU, while bulk cargo softened
slightly to 3.4 million tonnes, including 2.7
million tonnes of log exports. The cruise
$30.9m
Net Profit after Tax
24.4%
250,000
TEU Container Volumes
9.1%
Overview
2025 marked a year of strong operational and financial performance with sustained growth for Napier Port. A more stable trading
environment and favourable seasonal growing conditions delivered volume growth and increased operating earnings. We achieved
record revenue and earnings, strengthened our operational capability, and refreshed our successful long-term strategy.
This performance reflects the underlying demand from our broad cargo base, effective yield and cost management strategies, and
the resilience of Hawke’s Bay’s primary sector economy. Together, these foundations – supported by a coordinated, whole-of-port
approach to the utilisation of our resources and continued investment in our people and assets – have driven another milestone
financial result.
Napier Port continues to provide an efficient, sustainable, and future-focused gateway for regional and national trade, reinforced by
the results our team delivered this year.
Transforming for the Future
As part of our long-term business strategy,
Napier Port has entered a new phase
of transformation and investment. We
are partway through a three-year capital
investment programme of $120 million,
running through to 2027, to lift service
capability, reliability, productivity and
sustainability. This programme will evolve our
operating platform and ensure we are ready
to meet future trade and customer needs.
During the year, we advanced several
cornerstone projects, including civil
and electrical works for the Napier Port
Transformation (NPT) programme, and
established a joint venture with Port Otago
to operate a new dredge – economically
securing our long-term capability to maintain
and deepen shipping channels safely and
efficiently.
These initiatives will reshape how Napier Port
operates – modernising our infrastructure and
assets, supported by smarter systems and
data, to improve performance and set the
course for future growth.
$157.7m
Revenue
11.6%
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2025 ANNUAL REPORT TE PURONGO A-TAU

Safety and Our People
A safety focus remains foundational to our
culture and how we operate. During the year,
we advanced our safety roadmap, fortifying
critical risk controls and assurance processes,
and invested further in the systems, training
and people that underpin safe operations.
Napier Port maintained close alignment with
Maritime New Zealand under the Approved
Code of Practice (ACOP) for ports, reinforcing
consistent safety standards and expectations
across our operations.
Enhancements to fatigue management, digital
reporting tools and incident review processes
have improved visibility of risks on port and
enabled more responsive decision-making at
every level of the organisation. These ongoing
improvements demonstrate our commitment
to continuous learning and keeping our people
and partners safe at work.
Our culture continues to evolve as we
prepare for the future of work at Napier Port.
Through our annual Kōrero Mai engagement
programme, participation and engagement
levels increased, reflecting growing
confidence in Napier Port’s strategic direction
and leadership. This year we introduced a
refreshed set of employee values – ethical
leadership, trust, adaptability, accountability
and integrity – developed by our people to
guide how we work together and with our
customers, partners and community.
The commitment and adaptability of our
people continue to drive Napier Port’s success
and performance. In recognition of their
contribution to another successful year, the
Board approved an Employee Recognition
Scheme payment valued at approximately
$4,314 (gross) per eligible employee, delivered
as a mix of cash and Napier Port shares.
Partnerships Across the
Supply Chain
Collaboration remains central to Napier Port’s
success. We are partnering across the supply
chain and industry networks to enhance
reliability, efficiency and competitiveness for
our customers and the region.
Our Viewpoint logistics business expanded
its inland network and service offering,
supporting exporters and importers across
the lower North Island in partnership with
KiwiRail and regional transport providers.
These connections are helping to move more
freight by rail and road, providing flexible,
cost-effective and sustainable access to global
markets through Napier Port.
We also maintained strong engagement
with industry bodies, local councils and
central government agencies to support a
more connected and resilient national freight
network. It is pleasing to see significant
investment across Hawke’s Bay road
networks and flood protection infrastructure,
providing stronger port access and improved
protection for our primary sector industries
and communities. It is also encouraging to see
progress and early investment in developing
water storage options for the region to support
growth and long-term economic resilience. Our
partnerships with iwi, community partners and
regional stakeholders strengthen Napier Port’s
role as a trusted supply chain and community
asset – enabling trade, welcoming visitors
and contributing to Hawke’s Bay’s long-term
growth.
Our Viewpoint logistics business expanded its inland network and service offering,
supporting exporters and importers across the lower North Island in partnership with
KiwiRail and regional transport providers.”
$29m
Total Dividend
14.5 cents/share
$16m
Final Dividend
8 cents/share
Todd Dawson
Chief Executive Officer
Blair O’Keeffe
Chair
During the year, we
advanced our safety
roadmap, fortifying
critical risk controls
and assurance
processes, and
invested further
in the systems,
training and people
that underpin safe
operations.”
Outlook and Dividend
While global trading conditions and customer
sentiment remain mixed, Napier Port enters
2026 from a position of strength. Supported
by a region rebuilding with momentum and
growing in confidence, our disciplined cost
management, focus on productivity and
ongoing transformation investments provide us
with confidence in our ability to navigate
changing market conditions and capture new
opportunities.
The outlook for Hawke’s Bay’s premium
food and fibre exports remains positive,
supported by sustained international demand
and significant central and local government
investment in excess of $1.5 billion in roading
and flood protection – strengthening the
resilience of our region. These fundamentals
set Napier Port up well for the year ahead.
The Board has declared a fully imputed
final dividend of 8 cents per share, bringing
total dividends for the year to 14.5 cents per
share, including the one-off special dividend
of 2.5 cents paid in June 2025. This reflects
confidence in Napier Port’s financial position,
earnings outlook and commitment to long-term
value creation.
We thank all our Napier Port team, customers,
community and shareholders for their
continued trust and support. Together, we
are building a stronger, smarter and more
sustainable port for the future.
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2025 ANNUAL REPORT TE PURONGO A-TAU

ABOUT US
s2 // RUA
s1s2ABOUT USs3s4s5s6
+
We are Napier Port
P14
+
Our Trade Portfolio
P16
+
How we Create Value
P18
+
Refreshing Our Strategic
Framework
P20
P13P12
2025 ANNUAL REPORT TE PURONGO A-TAU

WE ARE
We Are Napier Port
For over 150 years, Napier Port has
been at the heart of Hawke’s Bay,
facilitating trade between the central
and lower North Island and global
markets.
Our operations include managing port
infrastructure, shipping channels, and
providing the cargo handling capability that
enables the efficient movement of cargo
across our wharves.
Today, Napier Port is New Zealand’s fourth
largest port by container volume and
second largest by log volume, reflecting our
ongoing role as a key gateway for regional
and national trade.
Strategically located on the East Coast
of New Zealand’s North Island, Napier
Port sits on the main transit route for
international shipping, connecting to inland
freight hubs and core national road and
rail networks. We operate 24/7, 364 days
a year.
While our location and infrastructure make
us a critical link in New Zealand’s supply
chain, it’s our culture and strong customer
relationships that underpin our long-term
success. Our future is closely tied to the
success of our customers and the Hawke’s
Bay region. Together, we strive to drive
sustainable growth that enhances our
region’s prosperity, well-being, and natural
environment.
Strategic
Infrastructure

2,098
Metres of berth
space
5
Mobile harbour
cranes
Port
Assets and
Capability

1
Mobile log debarker
(Debarking 10% of all
log exports)
1,000+
Trains/year to and
from Central North
Island
39
Heavy container
handling machines
Supply Chain
Network and
Global Reach

6
Shipping line
services
Trade Gateway
for Central and
Lower North
Island
Viewpoint
Supply Chain
Service
2
Container depots
offering full services
to international
shipping lines
Supporting
our People
and Region

150+
years working for
Hawke’s Bay
315
permanent
employees
1,000s
of jobs supported
indirectly by the port
125+
countries that
product is shipped
to globally
6
Wharves,
with 8 berths
12.2
Hectares of land in
Whakatu for future
development
Inland freight hub
joint venture in
Manawatu with
a 1.9 hectare
container yard and
a warehousing
facility with road and
rail connections to
Napier Port
11.6
Hectares of off-
site container
storage
50.9
Hectares of
on-site port land
Includes:
3
Tugs
with a total combined
bollard pull of 177 tonnes
74.7 Total Hectares
2
Pilot Boats
7
single
trucks
2
B-Double
trucks
1.2k
Fixed connection
points for
refrigerated cargo
16 Hectares
of container
terminal space
10 Hectares
of dedicated
log storage
3.6 Hectares
of warehousing
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2025 ANNUAL REPORT TE PURONGO A-TAU

Fertiliser
38%
Oil Products
30%
General Cargo
14%
Foodstuffs
7%
Cement
3%
Other
8%
Logs
66%
Wood Pulp
6%
Pipfruit
7%
Timber
5%
Meat
4%
Fresh Produce
3%
Other
9%
Export
80%
Import
20%
Container Services
60%
Bulk Cargo
33%
Cruise
5%
Other
2%
Revenue
Breakdown
FY2025
The mix of products flowing in and out of
Napier Port reflects the diversified trade
base of our region and the central and
lower North Island.
Home to many of New Zealand’s major
producers, processors and exporters of
primary produce, Napier Port is proud to be
their gateway to global markets.
Our Trade Portfolio
Export/
Import Split
FY2025 by weight
Import
Product Mix
FY2025 by weight
Export
Product Mix
FY2025 by weight
The majority of businesses exporting through
Napier Port are located within 100 kilometres
of the port. Exports comprise 80% (by
weight) of cargo, and include logs, wood
pulp, pipfruit, timber, meat and fresh produce.
Napier Port receives imports for the Hawke’s
Bay region and the central and lower North
Island and has the capacity and landside
logistics capability in place to increase import
volumes. Imports represent 20% (by weight)
of cargo, and include fertiliser, packaging
materials, oil products, general cargo,
foodstuffs, cement and bitumen.
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2025 ANNUAL REPORT TE PURONGO A-TAU

Our Purpose
INPUTS
What we rely on to operate our business
OUR STRATEGY
How we use these inputs to create outcomes
Together we build a thriving region
by connecting you to the world
Strategic Pillars
Embedded
Our Foundation
Relationships
Our strong relationships with stakeholders
– cargo owners, shipping lines, transport
partners, local community, iwi – give us our
social licence to operate and grow.
Skills and knowledge
Our deep expertise in port operations and
logistics, and the creation of technology
solutions for our business and our customers.
People
Our motivated and engaged workforce, who
have pride in their work keeping the cargo
flowing across our wharves.
Financial
Financial capital provided by our
shareholders and debt funders.
Physical assets
Our assets and infrastructure, including port
land, wharves, sea defences, dredged shipping
areas, marine and heavy plant fleet, and inland
ports.
Natural environment
The marine and natural environment and how
we work within it alongside stakeholders and
our community is fundamental to our business.
OUTCOMES
What we aim to create
Community
We enhance our local community by being a
good corporate citizen, providing employment
and supporting community and iwi initiatives.
Environment
We support the maintenance and
enhancement of our marine environment and
our environmental stewardship and impact.
People
We provide purposeful and safe employment
and development opportunities for our people.
Financial
We provide economic returns to our
financial capital providers.
Infrastructure
We maintain and add to our infrastructure for
the benefit of current and future generations.
Economic
We enable and enhance our regional economy,
including significant industries, businesses and
individual operators.
SERVICES PROVIDED
What we deliver to our customers and communities
The diagram below depicts Napier Port’s strategy and how we create value for all stakeholders.
Our Purpose
How We Create Value
BULK CARGO
SERVICES
CONTAINER
OPERATIONS
SERVICES
MARINE
SERVICES
LANDSIDE
LOGISTICS
SERVICES
WAREHOUSING
SERVICES
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2025 ANNUAL REPORT TE PURONGO A-TAU

OUR FOUNDATION
OUR PURPOSE
OUR
PILLARS
Together We Build A Thriving Region
By Connecting You To The World
INTEGRATED
Objective:
Deliver greater value to customers
by stretching our role across the full
supply chain value stream.
Profitable, Sustainable
Business Operations
Grow Value for
Customers & Ourselves
Objective:
Safeguard and strengthen our core
port operations and optimise what we
do well today to deliver a long term
sustainable business.
Objective:
Maintain and build strategic alliances
that enhance our existing operations,
optimise our business and help us thrive.
Achieving More
Together & Where it
Matters the Most
Objective:
Deliver safer, streamlined operations
that provide superior customer services,
growing our people capability and
sustainable value to shareholders.
Adopting Technology &
Embracing Innovation
Objective:
Ensure our people remain the
foundation of our strategy and the
source of our business success.
Objective:
Continue embedding practices throughout
all areas of our business so sustainability is
something “we just do.”
Refreshing our
Strategic Framework
Strategy guides everything we do at Napier
Port: how we manage and operate our
assets, how we provide innovative solutions
to customers, and how we partner with our
suppliers and operate within our community
and environment.
This year we undertook a comprehensive
strategic review process to position ourselves
for the potential challenges and opportunities
coming over the next ten years – looking
out to 2035. The review involved engaging
extensively with our leadership team, board,
employees and a diverse range of external
thought leaders. The outcome was a
refreshed 2025–2035 strategy.
Our purpose remains steadfast:
Together, we build a thriving region by
connecting you to the world.
Our four pillars have been strengthened:
• Growing our Port Plus+ – Grow value for
customers and ourselves
• Delivering Excellence to the Core –
Profitable, sustainable business operations
• Building Alliances – Achieving more
together and where it matters the most
• Learning and Leading Port – Adopting
technology and embracing innovation
Sustainability is integrated across Napier
Port. It has become embedded throughout
our operations, processes and policies and
our team thinks and works with a sustainable
mindset. It has become something “we just
do” and we continually strive to do better.
The importance of People and Culture has
been reinforced as the sole pillar that forms
the foundation of our strategy – the pillar
that enables us to achieve everything else. It
recognises that our people are at the heart of
Napier Port’s success, shaping how we work,
lead and grow together.
Aligned with the annual business planning
cycle, the strategy guides our daily activities,
key projects and new initiatives, setting
clear priorities, resources, targets and
accountability. This ensures our teams are all
working in the same direction, with a shared
understanding of our goals and how we
deliver value for stakeholders.
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2025 ANNUAL REPORT TE PURONGO A-TAU

IMPLEMENTING
OUR STRATEGY
s3 // TORU
s1s2s3
IMPLEMENTING
OUR STRATEGY
s4s5s6
+
Growing our Port Plus+
P24
+
Delivering Excellence
To The Core
P28
+
Building Alliances
P32
+
Learning and Leading Port
P36
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2025 ANNUAL REPORT TE PURONGO A-TAU

Creating More Value Across The Supply Chain
Growing our Port Plus+ is about extending Napier Port’s role to deliver greater value for customers, partners
and shareholders. It’s focused on expanding our services and capabilities to provide more value across the
full supply chain – connecting exporters and importers to global markets through integrated port, road, rail and
inland supply chain networks while continuing to strengthen the resilience and competitiveness of Napier
Port and the region we serve.
This approach reflects our commitment to growing with our customers, broadening our reach, and
building a sustainable, future-ready port that underpins Hawke’s Bay’s prosperity.
STRATEGIC PILLAR 1
Growing our Port Plus+
Grow Value For Customers & Ourselves
Ernslaw One Logs
Onto Rail
Our partnership with Ernslaw One and
KiwiRail has established a dedicated rail
service carrying logs from Karioi Forest in
the centre of the North Island, directly to
Napier Port. The service operates five days
a week on the Napier–Palmerston North rail
line and moves around 600 tonnes of logs
per day, removing an estimated 21 logging
trucks from regional roads each trip.
This new train replaces the previous service
that transported timber and pulp cargoes from
WPI’s Tangiwai Mill, keeping freight moving
on this rail line and ensuring continued,
sustainable utilisation of rail infrastructure
between the central North Island and Napier.
It strengthens our regional supply chain and
supports a cost effective, lower-emissions
transport option for forestry exports in the
region.
The initiative demonstrates the flexibility and
efficiency of Napier Port to adapt to new
cargo opportunities, responding quickly to
customer needs while optimising available
on-port capacity to handle increased log
volumes and maintain strong productivity.
It’s a clear example of how Napier Port
is working with partners to create shared
value, grow our services, and advance our
sustainability commitments.
Viewpoint Growth and
Inland Expansion
Viewpoint, Napier Port’s integrated logistics
business, continues to grow and perform
strongly, expanding its network and customer
base across the North Island during the
year. Viewpoint connects all North Island
main centres to Napier Port through a
combination of rail and road services, and has
consolidated its position as KiwiRail’s largest
customer on the Napier–Palmerston North rail
corridor.
The Manawatū Inland Port (MIP) – a joint
venture with Halls Transport (part of the
Talley’s Group) – is a key hub within this
inland network, offering direct links to 13
international shipping lines at Napier Port
and providing exporters and importers across
the lower North Island with multiple shipping
service options and schedule reliability.
A key feature of Viewpoint’s success is the
growth in import volumes and customers.
Visy Logistics NZ and Oji Fibre Solutions, for
example, both now make use of Viewpoint
and Napier Port’s import warehousing
facilities for receival and storage of packaging
and fibreboard products, supplying regional
manufacturing and supply chains. Their
continued growth, alongside expanding
export partnerships with food and forestry
producers, reflects Viewpoint’s ability to
provide integrated, end-to-end solutions that
deliver cost effective, reliable and efficient
supply chain services for its customers.
Viewpoint is also helping to improve New
Zealand’s supply chain productivity by
balancing import and export cargo flows to
the central and lower North Island, reducing
empty container movements, repositioning
containers, and keeping trains and trucks
moving moving efficiently with full loads.
This creates more value for our customers
and shareholders while broadening Napier
Port’s geographic reach and cargo diversity.
Viewpoint connects
all North Island main
centres to Napier
Port through a
combination of rail
and road services, and
has consolidated its
position as KiwiRail’s
largest customer on
the Napier–Palmerston
North rail corridor.”
P24P25

Together, these initiatives
reflect a port that is expanding
its horizons, working
collaboratively across
industry and regions, and
delivering tangible benefits for
customers, shareholders and
the Hawke’s Bay economy.
Napier Port remains focused on
sustainable, profitable growth
– connecting our region to the
world today while building the
capability and capacity that will
support it for decades to come.
Rebound In Pipfruit
and Pan Pac
Hawke’s Bay’s primary producers delivered
a strong recovery in 2025, demonstrating the
region’s resilience and Napier Port’s critical
role in their success.
Total container throughput reached 250,000
TEU, including a record 27,000 TEU of apple
exports, up 24.8% on the previous year.
While the closure of WPI affected bulk trades,
total port throughput exceeded the prior year,
supported by a strong recovery performance
from Pan Pac and continued diversification
and growth of our cargo base.
Pan Pac’s pulp and timber operations
returned to full capacity during the year, and
our Port Pack team continued to perform
strongly, regularly packing more than 100
containers per day of pulp, timber and other
forestry products. New customers, including
Tumu Timbers, also joined the Port Pack
customer mix, using the service for export
consolidation and further strengthening
Napier Port’s position as a leading logistics
provider to New Zealand’s forestry export
sector.
On the bulk side, Napier Port handled
approximately 3.4 million tonnes of cargo,
including 2.7 million tonnes of forestry logs,
underscoring the enduring importance and
significance of forestry to our regional primary
production and the national economy.
These results highlight the ongoing diversity
and resilience of our trade base and our
ability to sustain growth even amid global
market shifts. They also demonstrate how
Napier Port’s integrated planning – working
closely with customers and logistics partners
– delivers an efficient, reliable and value-
driven supply chain that supports regional
growth and strengthens our port business.
Investing in a
New Dredge
Napier Port and Port Otago formed a
joint venture to procure a $36 million
Damen trailing-suction hopper dredge,
which is being built by Damen Shipyards
in Haiphong, Vietnam, and is due to be
operational in late 2026. This shared
investment enables both ports to maintain
and deepen shipping channels in a cost
effective and sustainable way, providing
assurance for customers that our existing
shipping channels remain safe and reliable,
while also offering the flexibility to meet the
future requirements of larger vessels visiting
New Zealand waters.
The partnership will enhance our ability to
respond to unforeseen events such as the
emergency dredging required after Cyclone
Gabrielle, with rapid deployment capability
and direct access to our own dredging
resource.
The new dredge secures our long-term
capability to incrementally deepen our main
channel from 12.5 metres to 14.5 metres,
improving access and schedule reliability
for larger and more efficient vessels. It
also optimises the use of our existing
resource consents and strengthens the
port’s ability to accommodate future vessel
requirements.
This collaboration represents a practical
and sustainable approach to national
ports infrastructure investment – reducing
duplication, improving capital efficiency,
and supporting the resilience of New
Zealand’s port network.
The new dredge secures
our long-term capability
to incrementally deepen
our main channel from
12.5 metres to 14.5
metres, improving
access and schedule
reliability for larger and
more efficient vessels.”
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2025 ANNUAL REPORT TE PURONGO A-TAU
P26

Strengthening Reliability, Performance and Operational Resilience
For an infrastructure-intensive business like Napier Port, the assets we invest in – and how
effectively we use them – are central to our performance and competitiveness. We’re focused on
improving our productivity, while strengthening safety, efficiency and the resilience of our core port
operations, ensuring we continue to deliver sustained value and confidence for our customers,
shareholders and community while building capacity for future growth.
STRATEGIC PILLAR 2
Delivering
Excellence
to the Core
Profitable,
Sustainable
Business
Operations
Managing Peak-
Season Pressures
The 2025 export season was one of our
busiest in recent years, reflecting strong
cargo volumes and continued confidence
from customers across the region. High
container demand, tighter shipping schedules
and periods of poor weather added pressure
at times, testing both our people and
equipment’s ability to perform.
While not without challenges, our teams
worked hard to maintain service levels and
keep cargo moving efficiently. Reliable
equipment – particularly crane performance
and availability – remains critical to managing
these busy periods and meeting customer
expectations.
These pressures reinforced the importance
of continued investment in our core
business activities to lift reliability, capacity
and efficiency across the port. That focus
is central to our multi-year transformation
programme, which includes new equipment,
smarter systems and infrastructure upgrades,
designed to support more consistent
performance and better service during
periods of high demand.
Lessons from the 2025 peak season are
helping us refine how we plan for future
peaks; aligning planning, investment
and operations to deliver more reliable
performance as trade grows.
Investing in our
Operations for the Future
Napier Port is partway through a three-year
capital investment programme of $120 million,
extending through to 2027. This next phase
of our long-term business strategy is focused
on lifting reliability and productivity, supporting
customer growth, and reducing emissions.
This programme brings together a series
of initiatives to upgrade, replace and
transform our key plant, equipment, on-port
infrastructure and systems; providing greater
resilience and smarter digital tools to improve
how we coordinate and plan operations
across the port.
Together, these investments will enhance
productivity, safety, reliability and the
efficiency of our operations, helping us meet
customer needs confidently as trade volumes
grow.
These changes rely on the expertise
and adaptability of our people. Training,
collaboration and innovation remain central to
ensuring our teams adapt to and operate new
systems confidently and safely.
$120m
Investment into Port
Infrastructure as apart of
the NPT Project
2025-2027
A Coordinated,
Whole-of-Port
Approach
To strengthen day-to-day efficiency, Napier
Port has continued reshaping its operational
structures to create a more connected,
whole-of-port approach. The restructure of
Landside Operations into two core functions
– Planning and Execution – has improved
coordination across the container terminal,
general cargo, depot and transport activities,
ensuring customer needs are being met
consistently while maximising the efficient
and profitable use of port-wide resources.
This structure is also delivering improved
coordination between logistics planning,
vessel operations and reefer cargo
management, improving visibility and
accountability across the whole port.
Within Plant Services, the introduction of
a seven-day shift roster has increased
responsiveness and ensured critical
maintenance support is available when
needed, while also delivering a significant
uplift in equipment availability for our
operational teams.
Together, these changes are strengthening
and improving Napier Port’s operational
rhythm – enabling us to plan and execute as
one team, with shared priorities and greater
responsiveness to our customers during
peak periods.
P28P29

Investing in Critical
Assets and Equipment
Our cranes’ major maintenance programme
progressed through the year, addressing
key system upgrades and reliability
improvements that directly enhance reliability
and productivity during vessel exchanges.
A renewed focus on crane performance and
operational analytics has supported steady
gains in service consistency and vessel and
port productivity metrics.
We are investing in eight new ShoreTension
mooring units for deployment across all our
wharves. These next-generation units will
improve vessel mooring stability, safety and
operational efficiency, particularly in variable
weather and swell conditions – supporting
more consistent vessel handling and
improved service reliability for shipping line
customers.
We also commissioned a new fleet of Kalmar
Eco Reachstackers and container handlers,
improving machine availability, performance
and reducing fuel consumption. These units
deliver sustainability benefits through lower
emissions and increased energy efficiency,
while also enhancing operator safety with
advanced fire-suppression and collision-
avoidance systems.
Truck turnaround performance remains
a core efficiency metric at Napier Port,
with data-driven scheduling and closer
coordination between terminal and transport
teams helping to reduce waiting times and lift
overall productivity for our transport partners.
We also commissioned a new fleet of Kalmar Eco
Reachstackers and container handlers, improving
machine availability, performance and reducing
fuel consumption.”
Strengthening Infrastructure
and Maintenance Programmes
Continuous improvement in infrastructure
remains fundamental to operational
resilience. Over the year, Napier Port
completed an extensive programme of wharf
maintenance, including fender and pile
refurbishments, bollard replacements and
light tower maintenance to enhance safety
and reliability for vessel and port operations.
Yard-sealing and drainage upgrades have
improved stormwater management and
operating surfaces across key areas of the
port, while the overhaul of the debarker
facility has lifted efficiency and extended the
life of this asset, providing a reliable service
for our forestry log export customers.
Our debarker also became the first in New
Zealand to achieve ISO 9001 certification,
following industry-wide changes to export
debarking standards led by MPI. Achieving
this international quality standard strengthens
compliance, reduces audit requirements, and
reinforces Napier Port’s leadership in safe,
reliable log-handling operations.
These ongoing investments reflect
our commitment to maintaining a safe,
well-functioning and future-ready port
environment.
These ongoing
investments reflect our
commitment to maintaining
a safe, well-functioning
and future-ready port
environment.”
P31P30
2025 ANNUAL REPORT TE PURONGO A-TAU

Partnering to Create Shared Value
Working collaboratively is critical to Napier Port’s long-term success. By building strong alliances
with key suppliers, customers, mana whenua, community groups, industry peers and local and
national agencies, we create opportunities to deliver more than we could achieve alone. These
alliances unlock opportunities for growth, drive efficiencies across the supply chain, support
regional development, and ensure Napier Port remains a trusted and connected part of a
sustainable Hawke’s Bay community.
STRATEGIC PILLAR 3
Building Alliances
Achieving More Together &
Where it Matters the Most
Collaborating Across
our Industry and Region
Napier Port continues to play an active role
in shaping the future of trade and transport
across central New Zealand. Working with
our local and regional councils, NZTA,
KiwiRail and our Manawatū Inland Port
(MIP) partners, we’re strengthening inland
connectivity and transport networks to
provide exporters and importers across the
lower North Island with reliable, sustainable
access to global markets via Napier Port.
Across our logistics network, we’re improving
coordination with transport and warehousing
partners to lift efficiency and reinforce Napier
Port’s role as a trusted regional logistics hub.
We remain active in local and national
transport and infrastructure forums, helping
shape policy settings that support improved
connectivity, productivity, sustainable
investment and the development of future
infrastructure needed to support trade growth
and resilience across New Zealand.
Napier Port works closely with Maritime New
Zealand (MNZ) and our industry peers on
safety and regulatory initiatives, including our
own preparations for autonomous vehicle
technology. This close collaboration helps
ensure consistent standards and readiness
across the port sector as new technologies
emerge.
Closer to home, we’re contributing to
industry-wide work to reduce low-frequency
ship noise and explore practical mitigation
measures. Following an elevated number of
community complaints, we hosted a public
meeting to share updates and progress.
Feedback acknowledged our transparent
approach while recognising that lasting
solutions will require coordination between all
New Zealand ports, MNZ and collaboration
with shipping lines.
We’ve also had early engagement with Napier
City Council through the District Plan Review
to address noise-related matters, ensuring
our operations balance organisational needs,
community expectations, and compliance
with acoustic standards and best practice.
Partnering with Suppliers
and Technology Leaders
Alongside these activities, we continue
to align ourselves with selected key
suppliers and technology providers to lift
performance, safety and sustainability
across our operations. Our alignment with
Kalmar supports the standardisation of our
container-handling fleet with next-generation
Eco Reachstackers, improving reliability and
reducing emissions. Konecranes continues
to provide critical maintenance and upgrades
for our mobile harbour cranes, ensuring
consistent performance during peak seasons.
This year, Napier Port signed a supply
agreement with Fabu, marking a key step
towards the Napier Port Transformation
(NPT) project. Fabu will provide the
autonomous battery-electric truck and trailer
units and technology systems that will move
and co-ordinate container movements
between the yard and wharf, helping
modernise operations as part of our long-term
transformation programme.
We’re also partnering with Spark NZ to
implement a private 5G network, enabling
faster data connectivity across the port and
supporting the integration of digital systems –
a key enabler of the NPT project.
Napier Port works closely with Maritime New Zealand (MNZ) and
our industry peers on safety and regulatory initiatives, including
our own preparations for autonomous vehicle technology.”
P33P32
2025 ANNUAL REPORT TE PURONGO A-TAU

Strengthening
Customer and
Industry Connections
We continue to strengthen our relationships
across the industries we serve through
collaboration, engagement and knowledge
sharing. This year, we hosted delegates from
the New Zealand Cruise Association (NZCA)
helping to raise the profile of cruise tourism
across New Zealand and within Hawke’s Bay.
We also welcomed attendees of the annual
Customs Brokers and Freight Forwarders
Federation (CBAFF) conference for behind-
the-scenes port tours and insights into
Napier Port’s operations and future direction,
supporting the development of new growth
opportunities with these key partners in the
New Zealand supply chain.
Napier Port representatives also attended
Seatrade Cruise Global – the leading
international cruise industry conference
– alongside other New Zealand ports and
representatives of NZCA. This collaboration
with NZCA promotes New Zealand as a
connected cruise destination, supports
continued growth in a competitive global
market, and reinforces that both New Zealand
and Napier Port remain open for cruise
business.
Partnering with Iwi, Mana Whenua
and Environmental Organisations
Partnerships with iwi, mana whenua and
environmental organisations remain central
to our commitment to developing sustainable
marine and coastal stewardship. As part
of our ongoing collaboration to protect
and enhance the marine environment, we
continue to work alongside LegaSea Hawke’s
Bay, the Mana Whenua Steering Komiti and
the Fisheries Liaison Group on the artificial
reef created during the construction of Te
Whiti Wharf. A second rāhui was established
to protect the reef site as we progress the
process of gaining mātaitai (customary
marine reserve) status. Mātaitai areas
prohibit commercial fishing while allowing
recreational and customary activity, protecting
local biodiversity and cultural values.
The reef, now formally named Te Ohooho o
Parapara, reflects the shared commitment of
Napier Port, Mana Whenua Hapū of Ahuriri
and LegaSea Hawke’s Bay to environmental
restoration and kaitiakitanga.
Alongside this work, Napier Port’s long-
standing partnership with Cape Sanctuary
continues to play an important role in
protecting and restoring biodiversity along
the Hawke’s Bay coastline. This year, we
supported the opening of the new seabird
sanctuary, a significant milestone in the
long-term restoration of native species and
habitats within the Sanctuary and surrounding
coastal environment.
Supporting our Community
and Regional Partnerships
Napier Port continues to support the Hawke’s Bay community through a broad programme of
sponsorships and partnerships that reflect our values and regional role. These include long-term
commitments to regional events, environmental initiatives and educational programmes that create
opportunities, strengthen community connections, and celebrate local achievement and wellbeing.
Tuakana Teina
Big Brothers Big Sisters
of Hawke’s Bay











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P35
2025 ANNUAL REPORT TE PURONGO A-TAU
P34

Building Capability, Technology and Innovation for the Future
Innovation, technology and continuous learning are at the heart of Napier Port’s strategy. Under this pillar,
we’re using digital tools, smarter systems and fostering a culture that builds capability and confidence across
our workforce – improving productivity, safety and the port’s resilience, and helping our customers to
thrive in a fast-changing environment. This year we made great progress, from automation and data-
driven decision-making to new digital systems that are laying the groundwork for a more connected,
intelligent and sustainable port.
STRATEGIC PILLAR 4
Learning and Leading Port
Adopting Technology & Embracing Innovation
Applying AI and
Smarter Data Tools
Napier Port continues to expand its use
of artificial intelligence and analytics to
drive operational improvements. Across
the business, teams are using AI-assisted
data processing to forecast container
flows, optimise berth and yard allocation,
and monitor asset health and maintenance
schedules.
This year, our new Data and Insights team
advanced several key initiatives, including
automated dashboards that provide real-
time visibility of equipment availability and
operational performance. These tools are
helping leaders make faster, data-backed
decisions, while also supporting predictive
maintenance and trend analysis across
cranes, port infrastructure, vehicles and
heavy plant.
AI-driven modelling has also been applied
to better understand dust and noise
profiles on site, helping refine mitigation
measures, maintain compliance with
environmental standards, and strengthen
our good neighbour programme working
within the local community.
Together, these developments are
strengthening Napier Port’s ability to
operate safely, efficiently and transparently
– turning data into insight, and insights into
actions.
Transforming How
We Move Cargo
Napier Port is progressing the Napier Port
Transformation (NPT) project – one of the
most significant and exciting initiatives
supporting the long-term transformation of
our container terminal operation.
Through NPT, we’re introducing battery-
electric, autonomous truck and trailer units to
move containers between the yard and the
cranes at wharfside. This next-generation
technology will help us improve productivity,
reliability, safety and emissions performance
while enhancing the overall efficiency of our
container operations.
We’re taking a steady, staged approach
over three years to ensure our systems,
infrastructure and people are ready. In 2025,
Napier Port has progressed preparatory civil
and electrical infrastructure works to support
the introduction of this new equipment, with
automation and digital systems integration
beginning in early 2026.
Beyond the technology itself, NPT represents
a major step forward in building our capability
– creating new training pathways and
supporting our people to operate and maintain
future systems confidently and safely.
Across the business, teams are using AI-assisted data processing
to forecast container flows, optimise berth and yard allocation, and
monitor asset health and maintenance schedules.”
Innovation,
technology and
continuous learning
are at the heart
of Napier Port’s
strategy.”
P36P37

Napier Port also became one of the first ports in
New Zealand to fully digitise its vessel exchange
operations, replacing paper-based sequence
sheets with real-time digital workflows for crane
drivers, heavy plant operators and stevedores.”
Leading Change Across the Port
Innovation and technology adoption are as much about having the right culture as it
is about new systems. Across Napier Port, we’re fostering curiosity, collaboration and
continuous improvement – empowering our people to learn, adapt and lead change with
confidence.
We’re building the foundations of a smarter, more resilient port.
Innovation in
Operations
Innovation driven from within our business
continues to deliver practical improvements
across the port. The Machine Availability App,
developed in-house, now provides real-time
visibility of every operational machine – from
cranes to trucks – enabling better utilisation,
faster repairs and more effective maintenance
scheduling and planning.
Napier Port also became one of the first ports
in New Zealand to fully digitise its vessel
exchange operations, replacing paper-
based sequence sheets with real-time digital
workflows for crane drivers, heavy plant
operators and stevedores. This change has
improved our flexibility and responsiveness to
dynamically meet customer requests during
vessel exchanges, reducing downtime and
improving the accuracy of reporting and
coordination of operations.
For our Marine Team, a new in-house
mobile app has replaced paper timesheets,
enhancing safety through better fatigue
management by tracking rostered and actual
hours in real time. The tool improves visibility
of workloads, streamlines reporting and
strengthens workforce planning – supporting
a more connected, safe and efficient
operation.
We also upgraded our emergency
communication system, replacing the legacy
network with a locally supported platform
that can instantly connect more than 200
port radios and external speakers across
the port. The upgrade improves our ability to
respond rapidly in an emergency situation
and provides capacity to integrate with
future monitoring systems, such as seismic
monitoring devices and wind sensors.
Smarter Systems
and Infrastructure
Our technology investment this year extended
beyond operations to include new electrical
componentry and systems upgrades,
ensuring the resilience of critical infrastructure
that supports reliable 24/7 operations. These
works modernised key power distribution
systems, improving reliability, energy
efficiency and maintenance visibility across
the port network.
We also advanced a programme of IT
hardware and system upgrades, improving
network stability and systems security
while laying the foundation for future digital
integration projects. These investments
underpin our ability to support increasingly
data-intensive operations and ensure
business continuity and connectivity across
our sites.
The deployment of new mooring technology
– including next-generation ropes and line
systems – has improved vessel handling
efficiency and safety, replacing legacy
equipment with stronger, more durable
systems suited to larger ships and changing
berth and weather conditions.
Ongoing investment in modern systems and
technologies across the port is enabling our
people to learn and develop new skills and
capabilities, creating pathways for growth and
supporting a culture of continuous learning
and development at Napier Port.
P39P38
2025 ANNUAL REPORT TE PURONGO A-TAU

s1s2s3s4
OUR
FOUNDATIONS
s5s6
OUR
FOUNDATIONS
s4 // WHA
+
People & Culture
P42
+
Integrated Sustainability
P46
P41P40
2025 ANNUAL REPORT TE PURONGO A-TAU

FOUNDATION
People and Culture
Achieve Everything Else
Evolving our Culture
Our People and Culture pillar forms the
foundation of Napier Port’s strategy – it is the
single pillar that enables everything else we
aim to achieve.
We believe that a strong, positive culture is
fundamental to long-term success, shaping
how we work, how we lead, and how we
grow together. Historically centred around
our Culture of Care – with its focus on health,
safety and care for people – our culture took
a big step forward this year.
With the refresh of our 10-year strategy, it
was also time to evolve our culture – keeping
‘care’ at its core while broadening it to reflect
the values and behaviours our people bring
to work every day, and the different ways we
collaborate.
Through a series of culture workshops, our
people helped define a new set of shared
values that now underpin how we operate:
• Ethical and authentic leadership –
Leading consistently, genuinely and openly.
• Trust – Building confidence through
honesty, reliability and accountability.
• Adaptability – Staying flexible, learning
fast and growing through change.
• Accountability – Taking ownership of our
actions, decisions and outcomes.
• Integrity – Doing the right thing, even
when it’s hard.
Together, these values reflect who we are
and how we work – guiding our decisions,
shaping our relationships, and strengthening
the culture that supports Napier Port in the
decade ahead.
Our people are proud to represent Napier
Port. They’re our greatest strength – and the
driving force behind our success.
Our People and Culture Form the Foundation That Enables Every Part of Our Strategy to Succeed
Our people and culture are at the heart of
Napier Port’s success. Under this pillar,
our focus is on building a high-performing,
inclusive and adaptable workplace where
people feel valued, trusted and motivated
to do their best work. We’re committed to
developing our people, enhancing wellbeing
and ensuring our culture is lived consistently
across the port – creating a strong
foundation for the years ahead.
As we prepare for innovation and
new ways of working, helping our
people perform at their best remains
a priority. Whether it’s compliance
training, preparing for new technology
or developing leaders, our focus is on
building a capable, connected team
ready for the future.
This year we strengthened the systems
that support our people – introducing a
new policy on bullying and harassment and
launching initiatives to enhance wellbeing,
connection and work–life balance. These
changes reflect our ongoing commitment
to helping our people thrive and feel part of
a supportive, forward-looking team.
In sum condum det deatum te potelic eropoens atquos, quast vemus con re teribus hos vo, nonlostis,
We believe
that a strong,
positive culture
is fundamental to
long-term success,
shaping how we
work, how we lead,
and how we grow
together.”
Supporting and
Recognising Our
People
Our people told us that support for their
sporting and cultural endeavours matters
to them. In response, we refreshed our
internal sponsorship platform, Port Proud, to
provide financial support for both teams and
individuals – helping bring people together
from across departments and encouraging
participation at regional or national levels.
So far, we’ve supported teams in golf, indoor
cricket and bowls, as well as individuals
competing at the CrossFit Nationals, World
Triathlon Sprint Championships, Waka Ama
Long Distance Nationals, and the Napier to
Wellington 50cc Scooter Challenge.
We also recognised the contribution of
our people through the 2025 Employee
Recognition Scheme (ERS), which
rewards collective achievement against
key performance goals spanning financial
performance, safety, learning and
development, customer satisfaction and
sustainability. This year’s payment totalled
approximately $4,314 per eligible employee,
delivered as a mix of cash and Napier Port
shares.
Supporting Local
Pathways and Community
Engagement
We’re committed to growing capability
and creating opportunities for the next
generation entering the workforce.
This year, we hosted eight rangatahi and
their coaches from Ignite Youth, a local
organisation that empowers young people
to transition confidently into employment.
Several of our people volunteered to
share their career journeys, offering
authentic insights into the rewards of
working at Napier Port and the diverse
pathways available across our business.
This experience created a valuable
opportunity for connection, learning and
inspiration – for both the rangatahi and
our people – while demonstrating our
ongoing commitment to developing local
talent.
$4,314
Employee Recognition
Scheme Payment per Eligible
Employee (Cash and Shares)
(2024: $2,291)
Listening to Our
People – Korero Mai
Capturing feedback from our people is an
essential part of continuous improvement at
Napier Port. Through our annual engagement
survey, Kōrero Mai, our people tell us what
we’re doing well, and where we can improve.
This year, participation rose nine per cent to
72%, and engagement – measured by how
committed our team is to helping Napier
Port achieve its goals – increased five per
cent to 71%. This is a pleasing result in an
operationally challenging year.
While gathering feedback is important, what
matters most is how we respond to it. A
wellbeing survey launched this year helped
shape a new wellness strategy and led to
the formation of the Wellness Committee.
Initiatives include mental health talks –
such as a visit from All Black legend and
advocate Sir John Kirwan – Pink Shirt Day,
Matariki celebrations, and the introduction of
WHEREFIT, a fitness and wellbeing app for
all employees.
P43P42
2025 ANNUAL REPORT TE PURONGO A-TAU

82%
of all employees are male
- (2024: 82%)
32%
of employees are aged
under 40 years
(2024: 33%)
315
Permanent
employees
(2024: 322)
2 7. 5%
Leadership roles
are female
(2024: 30%)
13.3%
Employee turnover
(Oct 2024-Sept 2025)
(2024: 9%)
33
people have worked at Napier
Port for more than 20 years
(2024: 36)
18%
of all employees are female
- (2024: 18%)
72%
Employee Participation in
Korero Mai engagement
survey
(2024: 63%)
71%
Employee Engagement in
Korero Mai engagement
survey
(2024: 66%)
Our Workforce
as at September 2025
Health and Safety
at a Glance
2.94
Lost time injury
frequency rate per
200,000 hours worked
(2024: 2.07)
792
Health and safety
training completions
(2024: 848)
4,664
Health and safety
inductions complete
(2024: 2,450)
595
Critical risk verifications
completed
(2024: 54)
P45P44
2025 ANNUAL REPORT TE PURONGO A-TAU

Integrated
Sustainability
Embedding
Sustainable Practice
Our approach aligns global best practice
with local action, concentrating our efforts
where we can have the greatest impact. This
year’s focus has been on strengthening our
environmental management and building the
systems to drive continuous improvement.
We achieved Toitū Environmental
Management System (EMS) Gold
accreditation, recognising the strength of our
environmental management framework and
our commitment to continual improvement.
The EMS provides a single view of all
environmental and sustainability projects,
mapped against their impact on climate
and the environment and importance to
stakeholders. This enables us to identify
risks, set meaningful objectives and prioritise
opportunities for improvement – helping us
move the dial further, faster.
Reducing Emissions,
Going Electric
We are committed to reducing emissions and
minimising our impact on the environment.
When the time comes to replace assets, our
procurement approach considers sustainable
options to improve resilience and reduce our
footprint.
This year we commissioned five Kalmar Eco
Reachstackers and three empty container
handlers. The Eco Reachstackers lower
emissions, while both new fleets improve
operational efficiency and enhance safety
through features such as fire-suppression
and collision-detection systems.
Continue Embedding Sustainable Practices Throughout All Areas
of Our Business So Sustainability Is Something “We Just Do”
Sustainability is increasingly integrated into how we plan, operate and make decisions at
Napier Port. It sits at the heart of our refreshed strategy, guiding investment, innovation and
everyday actions. We’re continuing to embed sustainable thinking in everything we do –
from procurement and operations to how we support our people and engage with our
community – so that sustainability becomes part of the way we work, not an add-on.
People Driving
Sustainability
Our people play an active role in delivering
sustainability at Napier Port. Through the
Employee Recognition Scheme, our workforce
met this year’s sustainability participation target,
contributing through a range of community and
environmental activities.
Initiatives included two major beach clean-
ups removing more than 700 kg of rubbish,
volunteer days at Cape Sanctuary planting
native trees and restoring seabird habitats, and
Litter Intelligence surveys of Port Beach. These
experiences not only make a tangible difference
in our community and environment but also bring
people together from across the port, helping
build connections and teamwork in an informal,
rewarding way.
Initiatives included two major beach clean-ups removing
more than 700 kg of rubbish, volunteer days at Cape
Sanctuary planting native trees and restoring seabird
habitats, and Litter Intelligence surveys of Port Beach.”
We achieved Toitū
Environmental
Management
System (EMS)
Gold accreditation,
recognising the strength
of our environmental
management framework
and our commitment to
continual improvement.”
P47P46
2025 ANNUAL REPORT TE PURONGO A-TAU

Figure 2: Carbon Emissions tCO2e Per Tonne
0.0040
0.0035
0.0030
0.0025
0.0020
0.0015
0.0010
0.0005
20212022 2023 2024 2025
Figure 1: Total Carbon Emissions tCO2e
20,000
18,000
16,000
14,000
12,000
10,000
8,000
6,000
4,000
2,000
20212022 2023 20242025
Scope 1Scope 2Scope 3Scope 3 (New)
Emissions and Climate
Change Reporting
Napier Port has been measuring its Scope
1, 2 and Scope 3 greenhouse-gas (GHG)
emissions for several years, with results
reported in the Annual Report and on
our website. Since 2022, these reported
emissions have been independently certified
by Toitū Envirocare, with Napier Port’s 2025
GHG disclosures in our climate-change
related disclosures report receiving limited
assurance from EY on behalf of the Office of
the Auditor-General.
This year marks our fifth Climate-related
Disclosure Report, prepared in line with
the Aotearoa New Zealand Climate Standards
(NZ CS 1–3) issued by the External Reporting
Board and consistent with IFRS S2 – Climate-
related Disclosures.
The report provides further detail on
how Napier Port identifies and manages
climate-related risks and opportunities, and
the potential financial impacts of climate
change, within our broader sustainability and
enterprise risk-management frameworks.
You can read the full report at
www.napierport.co.nz/investor-centre/
Greenhouse-Gas Emissions
Napier Port measures and reports
GHG emissions in accordance with the
Greenhouse Gas Protocol, which classifies
emissions as:
• Scope 1 – Direct emissions from sources
owned or controlled by Napier Port.
• Scope 2 – Indirect emissions from the
generation of purchased electricity.
• Scope 3 – Indirect emissions that occur
as a result of our activities but arise from
sources not owned or controlled by us.
In 2025, Napier Port’s total assured
emissions were 18,037 tCO
2
e, up 9,297
tonnes from 8,740 tCO
2
e in 2024.
This increase reflects the inclusion of
several new Scope 3 emission categories
not previously reported – notably purchased
goods and services, capital goods, and fuel-
and energy-related activities (well-to-tank)
– providing a more comprehensive view of
our value-chain emissions. These weren’t
previously reported in prior years due to the
unavailability of data. A five-year summary is
shown in figure 1.
Our ‘per cargo tonne’ intensity metric
increased 103% to 0.00356 tCO2e/tonne
in 2025, from 0.00175 tCO2e/tonne in
2024, as shown in figure 2. This is primarily
attributable to the impact of including the new
scope 3 emissions described above which
increased the total emissions base by 97%
while there was a 1.5% increase in annual
cargo tonnage for the year.
On a like for like basis (excluding the new
category inclusions), the intensity of total
emissions increased by 6.9% as a result of
container activity increasing relative to bulk
cargo, including the 51.3% increase in other
container movements which do not contribute
to total cargo tonnes measure, and the
MfE electricity emission factors increasing
significantly without any corresponding
change in cargo activity.
Governance and Climate-Risk
Management
Napier Port maintains an annual Climate
Change Risk Assessment (CCRA), including
a dedicated climate-related risk register,
to identify and manage both physical and
transition risks. The assessment aligns with
our enterprise-wide risk framework and is
reviewed annually by the Health, Safety and
Sustainability Committee (HSSC), supporting
Board oversight of climate-related risks and
opportunities.
The CCRA informs our strategic planning,
investment decisions and operational
responses, ensuring climate considerations
are embedded across our business.
Key risks identified for 2025 relate to sea-
level rise, more frequent extreme-weather
events, and changes in climate policy and
regulation, while emerging opportunities
include the adoption of low-emission
technologies, greater electrification,
and improved energy efficiency through
the Napier Port Transformation
programme and other sustainability initiatives.
P49P48
2025 ANNUAL REPORT TE PURONGO A-TAU

Decarbonisation and Transition Planning
Napier Port remains committed to achieving net-zero greenhouse-gas emissions by 2050,
consistent with New Zealand’s national targets. Our Emissions Reduction Strategy provides
a structured pathway to progressively reduce emissions, integrate low-emission technologies
and embed climate considerations into everyday decision-making.
2025 ANNUAL REPORT TE PURONGO A-TAU
Of Napier Port’s total 2025 emissions, Scope 1 accounts
for 39%, Scope 2 accounts for 7% and Scope 3 accounts
for 54% as represented in the chart to the right:
Scope 1
Scope 2
Scope 3
Total
(tCO2e)
2025
9
,
7
6
6
7
,
1
1
0
1
,
1
6
1
Forklifts
Marine Plant (Includes Tugs)
Cranes
Stationary Energy
Light Vehicles/Trucks
7
0
7


9
6
7








1
,
2
9
3























2
,
4
2
8









1
,
7
1
5
Scope 1
(tCO2e)
2025
49
Tenant electricity
(2025 inclusion)
2,932
Purchased goods &
services (2025 inclusion)
1,585
Purchase of high value
assets (2025 inclusion)
2,376
Construction projects
(2025 inclusion)
1,657
Well to Tank - Fuel
(2025 inclusion)
51
Waste^ /Water
Supply
97
Air travel
442
Employee
commuting
88
Electricity T&D*
losses kWh
489
Container Freight
- diesel tkm*
Scope 1 Emissions
• 7,110 tCO
2
e in 2025 (+325 tonnes from
2024).
• Represents 39% of total emissions (down
from 78% in 2024).
• Emissions are largely generated by mobile
plant and marine assets – including
cranes, forklifts, trucks, tugs and other
diesel-powered equipment.
The make-up of Scope 1 emissions is represented in the chart above:
Higher container volumes and increased operational activity contributed to greater diesel
use across cranes and heavy machinery. This was partly offset by fewer secondary vessel
movements, lower tug usage, continued prioritisation of the fuel-efficient tug Kaweka, and the
introduction of additional Eco Reachstackers as part of Napier Port’s ongoing fleet-renewal
programme. The new machines offer improved fuel efficiency and lower emissions intensity
than older diesel models, supporting the port’s transition to a cleaner, more energy-efficient
container-handling fleet.
Scope 3 Emissions
• 9,766 tCO2e in 2025 (+8,790 tonnes from
2024).
• Represents 54% of total emissions (up
from 11% in 2024).
• Expanded Scope 3 reporting now includes
three new emission categories not
previously disclosed – purchased goods
and services (Category 1), capital goods
(Category 2), and fuel and energy-related
activities – well-to-tank (Category 3).
These additions accounted for around
8,550 tCO
2
e of the overall 8,790 tonne
increase in 2025 (97% of the total Scope 3
increase) and capture emissions associated
with the procurement of operational goods
and services (Category 1), high-value
assets and materials, construction and
infrastructure projects, (Category 2) and the
production and transport of fuels used on
site (Category 3).
At a high level, our decarbonisation approach
focuses on four key areas:
• Fleet renewal and low-emission technology
adoption – including the introduction
of battery-electric autonomous truck
and trailer units under the Napier Port
Transformation Programme (from 2027)
and continued transition to more efficient
cargo-handling equipment.
• Energy and infrastructure transition –
delivering the Electrical Master Plan to
expand electrical capacity and readiness
for future electrification across container,
plant and building systems.
• Operational efficiency and behaviour
change – improving how we plan, manage
and operate equipment and energy
use to reduce emissions and enhance
performance across our operations.
• Governance, investment and finance
alignment – embedding climate risk
and emissions performance into major
procurement and investment decisions
and leveraging the Sustainable Finance
Framework to support sustainability-linked
funding for eligible clean-transport and
energy-efficiency projects.
Current emission-reduction initiatives include:
• Continued LED-lighting retrofits and
natural-light design upgrades.
• Lower-fuel tug operations and synthetic
shorelines to minimise tug-engine use.
• Early adoption of battery-electric forklifts for
Port Pack operations.
• Reduced idle time and optimised machine
allocation through improved utilisation
monitoring using digital systems.
• Collaboration with the Energy Efficiency
and Conservation Authority (EECA) and
suppliers to evaluate renewable-energy
alternatives.
Work is also underway on a comprehensive
energy-transformation strategy and a detailed
decarbonisation and alternative-energies
assessment to identify practical options,
technology opportunities and investment
priorities that will support Napier Port’s long-
term pathway to net zero by 2050.
Scope 3
(tCO2e)
2025
4
4
2
5
1
9
7
8
8
4
9
4
8
9
2
,
9
3
2
1
,
5
8
5
2
,
3
7
6
1
,
6
5
7
Scope 2 Emissions
• 1,161 tCO2-e in 2025 (+182 tonnes from
2024).
• Represents 7% of total emissions (down
from 11% in 2024).
• Emissions arise from purchased electricity
used to power reefer-container towers,
wharf and yard lighting, and port buildings
and facilities.
While total electricity consumption fell by 13%,
the national grid-emission factor – which reflects
the carbon intensity of New Zealand’s electricity
generation – increased by 39% during the year,
offsetting Napier Port’s energy-efficiency gains
and resulting in a net rise in Scope 2 emissions.
^ Landfill with gas recovery *T&D = transmission and distribution *tkm = tonne-kilometre
However, on a like for like basis (excluding
the new category inclusions), Scope 3
total emissions increased by 3%, and total
emissions increased by 8.5%.
Incorporating these categories provides a
more comprehensive view of Napier Port’s
value-chain footprint and establishes a
stronger baseline for future reduction
planning.
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2025 ANNUAL REPORT TE PURONGO A-TAU

s1s2s3s4s5OUR LEADERSs6
s5 // RIMA
OUR
LEADERS
+
Board of Directors
P54
+
Senior Management Team
P58
P53P52
2025 ANNUAL REPORT TE PURONGO A-TAU

Board of Directors
Blair O’Keeffe
Independent Director and Chair
BBS (Hons), MInstD
Blair was appointed as a Director of Napier Port in June
2019 and in December 2022 was appointed Chair. Blair is
a Hawke’s Bay based company director and board advisor,
with governance experience in NZX listed, central and local
government, and private entities. He is a former port Chief
Executive, with 25+ years of local and international senior
executive experience, including infrastructure, energy,
property and transport.
He is currently Chair of the Hawke’s Bay Regional Recovery
Agency, Deputy Chair of Unison Networks Limited, a
director of Livestock Improvement Corporation, Central Air
Ambulance Rescue Limited and entities of the Clarus Group
and is Chair of the Hawke’s Bay Rescue Helicopter Trust.
He also operates a board/commercial advisory business. He
is a former director of NZX listed Z Energy, and former Chair
of Crown Entity Maritime New Zealand.
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 Managing Partner
at the Auckland office. John is a Chartered Fellow of the
Institute of Directors in New Zealand and is currently a
director of Heartland Bank.
He previously served on the board of Port Otago for nine
years, and has been a director of Kathmandu Holdings,
Investore Property, Stride Property Group, Ballance Agri-
Nutrients and APN News and Media.
Stephen Moir
Kylie Clegg
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 (and the Chair of the Audit
Committee) of Chubb Life Insurance New Zealand Limited
and is the Chair of the ASB Bank Investment Committee.
He was previously a director of the Todd Family Office,
Guardians of New Zealand superannuation, a non-executive
director on the BNZ board, and Chair of both BNZ Life
Insurance and BNZ Insurance Services, 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.
Independent Director
LLB, BCom, MInstD
Kylie Clegg was appointed as a Director of Napier Port in August
2022. Kylie is a professional director with governance experience
across industries including transport, infrastructure, health and
sport. Kylie has recently finished as Deputy Commissioner
of Health New Zealand | Te Whatu Ora. Previous roles
include Auckland Transport, Waitematā District Health Board
(Deputy Chair) and Counties Manukau District Health Board
involving governance across complex organisations with large
capital infrastructure programmes. Her experience is further
complemented by governance roles with Sport New Zealand,
High Performance Sport New Zealand, Halberg Foundation and
New Zealand Olympic Committee.
Prior to her governance career, Kylie was a corporate lawyer
specialising in mergers and acquisitions, IPOs and securities
law with experience in the manufacturing, forestry, banking and
investment sectors. Kylie is a member of the Institute of Directors
and brings leadership skills developed as captain of the New
Zealand Black Sticks hockey team at the Sydney 2000 Olympics.
P55P54
2025 ANNUAL REPORT TE PURONGO A-TAU

Board of Directors
Vincent Tremaine AM
Independent Director
BBus, FCPA, FAICD, GAIST (Adv.)
Vincent joined the Napier Port Board in February 2019.
He 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 and
a director on Westland Mineral Sands. He has served as
Chair of Ports Australia and the South Australian Chamber
of Commerce and Industry, and as a director of Geelong
Port and Green Industries SA (South Australia Government
Body Corporate) and 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’.
Dan Druzianic
Director
BCom (Ag), PG Dip Com, FCA
Dan joined the Napier Port Board in August 2022. Dan is
a chartered accountant, business advisor and professional
director with broad experience across business sectors
including agribusiness, health, infrastructure, property
and investment. He holds a Commerce degree from
Lincoln University, is a Fellow of the Institute of Chartered
Accountants of Australia and New Zealand and is a member
of the New Zealand Institute of Directors.
Dan resides in Hawke’s Bay and has recently finished as
Chair of the Hawke’s Bay Regional Investment Company
Limited. He also sits on the Board of the Unison Group and
Bostock New Zealand Limited.
Debbie Birch
Hamish Stevens
Independent Director
M.Com (Hons), MBA, CA, CFInstD
Hamish was appointed as a Director of Napier Port in August
2025 bringing senior executive experience and a diverse
governance career spanning a wide range of sectors.
Hamish is currently Chair of Pharmaco Ltd, Embark Early
Education Ltd, and East Health Services Ltd. He is Director
and Chair of the Audit Committee at Counties Energy Ltd,
and Director and Chair of the Audit and Risk Committee at
Radius Residential Care Ltd.
He has previously held governance roles at Marsden
Maritime Holdings Ltd (Chair of Audit and Risk Committee),
Pacific Radiology Group Ltd (Chair of Audit and Risk
Committee), Restaurant Brands Ltd (Chair of Audit and
Risk Committee), Waikato Regional Council Audit and Risk
Committee (Independent Chair), AsureQuality Ltd (Chair of
Audit and Risk Committee), DTS Food Assurance Ltd (Chair),
and Smart Environmental Ltd (Chair of Audit Committee).
Hamish is a qualified accountant and a chartered fellow of
the Institute of Directors.
2025 ANNUAL REPORT TE PURONGO A-TAU
Director
CMinstD, AIF®
Debbie was appointed as a Director of Napier Port in July
2024. With more than 30 years’ senior executive experience
in the commercial, financial, and investment sectors,
managing large global investment portfolios in Asia, Australia
and New Zealand, along with a diverse governance career
spanning across a wide range of sectors, Debbie’s expertise
complements the current Board composition.
Debbie is currently Independent Chair of Westland Mineral
Sands Co. Limited and Sunny Financial Services Limited,
an Independent Director on Westpac NZ, Hawke’s Bay
Regional Investment Company, and Te Pūia Tāpapa GP
Limited. In 2023 Debbie was awarded the Institute of Finance
Professionals New Zealand Inc’s (INFINZ) Māori Leadership
in Finance Award for her contribution to growing the Māori
economy in her governance and advisory roles.
P57P56
2025 ANNUAL REPORT TE PURONGO A-TAU

Senior Management Team
Todd Dawson
Adam Harvey
Kristen Lie
David Kriel
2025 ANNUAL REPORT TE PURONGO A-TAU
General Manager Commercial
M.Prof.Studs. Transport Management
(Dist), FCILT, MInstD
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 and
a member of the Eastern Asian Society for Transport
Studies and the Humanitarian Logistics Association.
He sits on the board of the New Zealand Cruise
Association, the advisory board of ExportNZ Hawke’s
Bay, and the board of the Manawatū Inland Port, Napier
Port’s intermodal joint venture with Halls Transport
(Talley’s Group). David is also a Member of the Institute
of Directors in New Zealand.
Chief Financial Officer
BBS, DipBusStuds (Finance), FCA, CFA, CMinstD
Kristen joined Napier Port as Chief Financial Officer in
2015. Kristen has extensive 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 and a
Diploma in Business Studies from Massey University and
is a Fellow Chartered Accountant, a Chartered Financial
Analyst, and a Chartered Member of the Institute of
Directors in New Zealand.
Chief Executive
BSC, PGDipBus, MInstD, PMP, CMILT
Todd joined Napier Port as the Chief Executive in 2018,
bringing broad commercial experience from across a range
of industries and deep expertise across the supply chain,
transport and logistics sectors. Prior to Napier Port, Todd
led strategic partnerships and new ventures at Kotahi
Logistics, working on the introduction of bigger ships to
New Zealand and the establishment of intermodal freight
hubs.
He has over 25 years’ experience and has previously held
senior roles at IBM NZ, Toll New Zealand, Sainsbury’s
Supermarkets (UK) 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 sits on the board of the Manawatū Inland
Port, Napier Port’s intermodal joint venture with Halls
Transport (Talley’s Group).
Chief Operating Officer
BA, BCA
As Chief Operating Officer Adam has oversight across
Napier Port’s Operations as well as Health and Safety.
Adam joined Napier Port’s human resources team in 2010
later becoming Container Terminal Manager and prior to
his current position, was General Manager Marine and
Cargo Operations.
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.
P59P58
2025 ANNUAL REPORT TE PURONGO A-TAU

Senior Management Team
Laura Chandler
2025 ANNUAL REPORT TE PURONGO A-TAU
Chris Wylie
David Broad
General Manager Assets and Infrastructure
MBA, AMCP, CSAM
David oversees critical aspects of Napier Port’s operations,
including the maintenance, planning, procurement and
construction of assets and infrastructure, as well as the
port’s environmental and sustainability programmes. He
leads asset and master planning activities that are central
to shaping the port’s long-term growth and development.
These plans integrate capacity requirements with a
strong focus on emissions reduction and climate change
management.
David holds an MBA from the University of Otago, a
diploma in Aeronautical Engineering, and professional
certifications as a Chartered Professional in Asset
Management (AMCP) and Certified Senior Principal in
Asset Management (CSAM).
General Manager Port Optimisation
MBA (Maritime and Logistics management)
Chris leads the Port Optimisation, Data & Insights and
Digital Technology teams. He leads these teams with
a focus on driving efficiency and innovation across
port operations through future ready systems and
processes. He has been with Napier Port since 2007 and
has extensive experience in operational, systems and
leadership roles.
Chris has a Masters in Maritime Management and
Logistics from the University of Tasmania and a Bachelor
of Arts from Victoria University of Wellington.
General Manager People, Capability & Engagement
BCA
As General Manager People, Capability & Engagement,
Laura is responsible for shaping and delivering strategies
that strengthen Napier Port’s culture, enhance organisational
capability and support high levels of employee engagement.
Her focus is on ensuring the Port continues to attract, develop
and retain talented people who contribute to the company’s
long-term success.
Laura holds a Bachelor of Commerce and Administration from
Victoria University of Wellington, majoring in Management,
Human Resources and Commercial Law. She has been a
member of the Napier Port People team for just over 10 years,
bringing strong experience in human resources, organisational
development, industrial relations and employee engagement.
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2025 ANNUAL REPORT TE PURONGO A-TAU

s1s2s3s4s5s6GOVERNANCE MATTERS &
FINANCIAL STATEMENTS
GOVERNANCE
MATTERS &
FINANCIAL
STATEMENTS
s6 // ONO
+
CFO Management
Discussion and Analysis
P64
+
Strategic Risk Overview
P68
+
Corporate Governance
Statement
P70
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Other Disclosures
P82
+
Financial Statements
P90
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2025 ANNUAL REPORT TE PURONGO A-TAU

Chief Financial
Officer’s Management
Discussion and Analysis
$157.7m
Revenue
11.6%
$94.7m
Container Services Revenue
19.1%
Overview
In the 2025 financial year, trading
results were driven by strong
container volumes, which combined
with our yield enhancement
initiatives, saw total revenue grow
by $16.4 million, or 11.6%, to $157.7
million.
Total container cargo volume
increased by 9.1% and bulk cargo
volume decreased by 1.7%,
compared to the same period a year
ago. Cruise vessel calls decreased to
78 from 89 in the prior year.
As a result of the strong revenue
growth and comparatively modest
expense growth, the result from
operating activities increased by
23.5% to $64.2 million.
Reported net profit after tax
increased by 24.4% to $30.9 million.
Our balance sheet remains in a
strong position. At the end of the
financial year, Napier Port had
$107.0 million in outstanding loans
and borrowings in addition to $73.0
million in undrawn credit facilities.
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 2025 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 $157.7 million increased by
11.6% from the prior year. Bulk cargo revenue
grew by 4.7% to $51.5 million, while container
services revenue of $94.7 million was 19.1%
higher than the prior year. Cruise vessel
visits to Napier Port decreased to 78, from 89
vessel calls in the prior year, and contributed
$8.3 million in revenue, which was 9% lower
than the prior year.
Total annual container volumes increased
by 9.1% to 250,000 TEU. Full export and
import containers volumes increased by
7.3% to 133,000 TEU, while empty and other
container movements increased 11.2% to
118,000 TEU.
Dry export cargo grew by 8.4% to 52,000
TEU principally on higher export timber
volumes. Refrigerated and frozen reefer
exports increased 7.3% to 51,000 TEU
following a record apple export season,
partially offset by lower export meat volume.
Containerised imports increased by 4.8%
to 113,000 TEU primarily due to higher
containerised fertiliser and general cargo, and
additional imported empty containers required
for export cargo.
Other container movements, including
Discharge, Load, Restows (DLR’s) and
transhipped containers, increased by 51.3%
to 25,000 TEU as a result of increased levels
of container repositioning following shipping
service changes by container shipping lines.
Container services average revenue per
TEU increased by 9.2% compared to the
prior year due to container mix changes, tariff
increases, and improved container depot and
Port Pack revenues.
Container vessel calls increased to 264 ships
from 246 ships in the prior year as a result
of shipping line schedule changes, improved
schedule reliability and fewer weather
disruptions.
Bulk cargo total volume of 3.41 million
tonnes was 1.7% less than the prior year as
increased bulk import volumes were offset by
lower export log volume. Log export volume
decreased by 5.8% to 2.70 million tonnes
principally due to the cessation of additional
cyclone affected windthrown logs, exported in
the prior year.
Charter vessel calls increased to 248 from
236 last year due to cargo mix changes and
smaller average vessel load sizes.
Bulk cargo average revenue per tonne
increased by 6.5% compared to the prior year
primarily due to changes to cargo mix and
vessels, together with tariff increases.
Revenue of $157.7
million increased by
11.6% from the prior
year. Bulk cargo
revenue grew by 4.7%
to $51.5 million, while
container services
revenue of $94.7 million
was 19.1% higher than
the prior year.”
2025 ANNUAL REPORT TE PURONGO A-TAU
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2025 ANNUAL REPORT TE PURONGO A-TAU

Capital Expenditure
Capital asset investment in the year of $33.1
million included dredge vessel construction
payments, mooring plant and equipment
additions, progressing the container terminal
transformation project, major maintenance
of our marine vessels and mobile harbour
cranes, sea defence works, mobile plant
replacements and various site asset works.
Due to the timing of actual spend versus
accounts payable in the balance sheet, actual
capital asset cashflow spend in the year was
$25.3 million, increased from $13.1 million in
the prior year.
Cash Flow
Cashflow from operating activities increased
to $63.6 million from $53.8 million year on
year, with the stronger operating result, the
final business interruption insurance claim
proceeds, and positive working capital
movements in the current year partially offset
by higher cash tax payments.
Dividend cash payments during the financial
year of $25.0 million, including the final 2024
dividend paid in December 2024 and the
interim 2025 dividend and special dividend
paid in June 2025, were $11.9 million higher
than the year before.
Net spend on investing activities of $28.4
million increased from $13.0 million in the
prior year, as we increased our capital
investment to support our development
strategy, and we invested $3.1 million
in marketable securities to commence
establishment of a liquid financial asset
reserve for risk management purposes.
After finance costs of $5.2 million, and cash
balances increasing by $1.7 million, we
repaid a further $2.5 million of loans and
borrowings during the year.
Balance Sheet
As we ramp up our capital investment
programme in the near term, our balance
sheet remains in a strong position as a result
of our conservative management and growing
operating cashflow.
Towards the end of the financial year, we
successfully renewed and extended our
banking facilities with our existing banking
lenders, Industrial and Commercial Bank of
China NZ (ICBC NZ) and Westpac NZ. The
renewed revolving credit facilities provide
improved terms and incorporate sustainable
loan provisions to support the Group’s
increasing investment into ‘eligible’ assets
in accordance with its recently established
Sustainable Finance Framework.
Napier Port’s Sustainable Finance
Framework, which has been independently
reviewed by Sustainable Fitch, a global
provider of ESG research and opinions, is
another step in progressing our sustainability
strategy and positions the Group to access
sustainable loans and/or bonds.
At the end of the financial year, Napier Port
had drawn bank lending of $7.0 million and
$100 million of bonds issued, in addition to
$73.0 million in undrawn credit facilities.
At the balance date, our weighted average
term to maturity of debt was 3.3 years.
Dividend
Subsequent to the balance sheet date,
the Board approved a fully imputed final
dividend of $16 million (8.0 cents per
share) in respect of the 2025 financial year,
payable on 16 December 2025 to those
on the share register at close of business
on 3 December 2025. Including the fully
imputed interim dividend of $8.0 million (4.0
cents per share) and fully imputed special
dividend of $5.0 million (2.5 cents per share)
paid in June 2025, dividends in respect of
the 2025 financial year total 14.5 cents per
share (2024: 9.0 cents per share). Including
tax imputation, this represents a gross total
dividend of 20.1 cents per share (2024: 12.5
cents per share).
Expenses
Total operating expenses grew by 4.7%
to $93.6 million, with employee benefit
expenses increasing 4.5%, property and
plant expenses 0.4%, and other operating
expenses 7.1%.
Employee benefit expenses increased due
to general remuneration increases, higher
annual leave accruals and staff incentives,
partially offset by the higher capitalisation
of costs to capital investment projects in the
year.
Property and plant expenses increased
marginally as result of higher plant
maintenance spend that was partially offset
by lower fuel and power spend.
Fuel and power are key contributors to our
greenhouse gas emissions profile. Total
greenhouse gas emissions increased by
106% year on year as new scope 3 category
measures were added. On a like for like basis
(excluding the new category inclusions), total
emissions increased by 8.5%. Emissions
intensity on a per cargo tonne basis
increased 103%, as the total emissions
increase occurred while overall cargo
tonnage increased by 1.5%. On a like for like
basis, emissions intensity increased by 6.9%
as container activity increased relative to
bulk cargo, and the MfE electricity emission
factors increased significantly without any
corresponding change in cargo activity.
Other operating expenses increased mainly
due to higher contracted stevedoring costs on
higher container volume, increased Viewpoint
cargo logistics activity, and increased
technology and other administrative
expenses. During our most recent insurance
renewal we saw improved market conditions
and were able to increase the total loss limit
under our material damage and interruption
policy to $600 million, further reducing Napier
Port’s net exposure to losses in significant
natural catastrophe events.
The result from operating activities of $64.2
million increased by 23.5% compared to the
prior year and as a percentage of revenue
increased from 36.8% to 40.7%.
Depreciation, amortisation and impairment
expenses increased by $2.8 million to
$19.3 million because of capital asset
additions, impairment of end of life assets,
and increased depreciation rates on certain
mobile plant and equipment assets as a result
of reviews of remaining estimated useful lives
and values.
Net other income of $3.6 million compared
to $8.0 million in the prior year. Net Cyclone
Gabrielle insurance income of $7.5 million
was recognised during the period, compared
to $8.9 million in the prior year, following
the final settlement of the insurance claim
process. Other expenses in the year
include a $4.0 million write down on the
remeasurement of assets to be sold to fair
value less costs to sell.
Net finance costs decreased to $5.4 million
compared to $6.2 million in the prior year.
Gross finance costs declined as average
drawn borrowings and market interest rates
applicable to the unhedged portion of drawn
debt decreased in the year.
Despite higher taxable profit in the current
year, income tax expense decreased to
$12.2 million from $12.5 million in the prior
year. The effective tax rate of 28.3% for the
year is in line with the statutory tax rate of
28% and compares to the prior year’s 33.5%
effective rate. The prior year income tax
expense was elevated due to $2.0 million
of additional income tax recognised, arising
from the statutory removal of tax depreciation
deductibility on commercial buildings.
Reported net profit after tax for the period
attributable to the shareholders of the
Company of $30.9 million increased 24.4%
from $24.8 million in the prior year.
The result from
operating activities of
$64.2 million increased
by 23.5% compared to
the prior year and as a
percentage of revenue
increased from 36.8%
to 40.7%.”
$64.2m
Result from Operating
Activities
23.5%
Debt Maturity Profile
$100m
$80m
$60m
$40m
$20m
2.02.53.03.54.04.55.0
Years to Maturity
Kristen Lie
Chief Financial Officer
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Strategic Risk Overview
The Board of Directors of Napier Port oversees and monitors the risks to the business
and operations of Napier Port and ensures appropriate risk management is applied.
The following provides a high-level summary of a number of our significant strategic
risks faced by Napier Port presently and our risk management response.
Strategic RiskPotential impactResponse
Maintaining the health and
safety of our people
Ports are inherently high risk work environments with the potential to seriously
harm or cause death to people.
We seek to continuously improve our health and safety culture, practices and risk controls. We dedicate time and resources to health and
safety governance, management, critical risk management, developing external relationships including with others conducting business at
our port sites, supporting technology and reporting, site and plant asset management plans, and assurance activities.
Significant Asset Damage
and Interruption
A major natural event, such as a tsunami, significant earthquake or weather
event, could destroy or damage our assets, our customers’ assets or essential
infrastructure linking our customers with our port or cause significant interruption
to our business.
We consider and undertake measures to improve the resilience of our assets, however, there is limited ability to design or engineer our
existing assets to account for such major natural events.
We currently maintain insurance for material damage and business interruption, however these policies do not provide complete
protection against financial loss and may not always be sufficiently available on acceptable commercial terms.
We believe the likelihood of a total loss event is low.
Cargo Owner, Export
Market and Forestry Sector
Concentrations
A significant proportion of our cargo exports and therefore revenue are derived
from the forestry sector and/or are exported to China and other key Asian
markets. Events could occur that result in the supply or demand for New
Zealand or Hawke’s Bay and surrounding areas’ wood products reducing or that
results in the potential loss of, or the reduction in demand from, key cargo owner
customers, which make up a significant proportion of our revenue.
We have no ability to control reductions in supply or demand for wood products. We seek to maintain relationships with industry
participants and our key customers to understand and monitor market developments and to integrate our operations with their supply
chains. We expect that product owners would seek new markets if a prolonged downturn in key markets were to occur.
Our close proximity to some of our key cargo owner customers’ existing operations means we can continue to provide a cost effective and
efficient route to market for our customers.
Fluctuations in demand and supply are continuous; it is not possible to determine the likelihood of a material negative change or event.
Biosecurity
A significant biosecurity event (e.g. involving disease or pests) could negatively
affect one or more primary industries in Hawke’s Bay who export their produce
through our port, including forestry, pipfruit or meat producers.
The New Zealand government seeks to prevent biosecurity events through strict import regulations. We work with the Ministry for Primary
Industries to implement biosecurity controls and inspections related to imported containers, packaging and cargo that aim to reduce the
likelihood of disease or pests entering the Hawke’s Bay region via our port. However, the disease or pest may not be detected or could
enter the region through other entry-points.
We cannot predict the likelihood of a significant biosecurity event occurring.
China and Other Asian
Markets
Access to, or demand from, China and our other key Asian markets may be
materially impaired resulting in demand for cargo being shipped from our port
decreasing materially. The significant majority of cargo exports from our port are
to China and Asian markets.
We seek to maintain relationships with industry participants to understand and monitor market developments. We expect product owners
could locate new markets over time if a prolonged adverse situation were to occur.
We cannot predict the likelihood of such events taking place.
Port and Harbour Blockage
or Damage
Shipping access to our port may be restricted or may cease as a result of a
disabled or sunk vessel within the port marine area or within port marine access
channels. A vessel may also damage port infrastructure. A third-party seizure
of a vessel berthed in our port may cease activity on that berth and wharf for a
prolonged period. Road and rail links may temporarily become lost.
We support safe vessel maneuvering via our pilotage and towage marine services and ongoing risk management activity including
operating protocols, staff training & simulations, working with third parties including the Harbour Master and Maritime NZ, the deployment
of various navigation aids and technologies, maintenance dredging programmes, amongst other mitigations. Whilst we maintain insurance
for infrastructure property damage and business interruption, the insurance cover available on acceptable terms for port blockage is
limited. Following Cyclone Gabrielle during 2023, we experienced the temporary disablement of road and rail links to the port which
negatively affected our trading activity.
Epidemic or Pandemic
Disease
A community health event may cause workforce constraints, either within our or
our cargo customers’ workforces, and cause disruption to cargo flows through
our port.
We have no ability to control the occurrence of a community health event. We undertake crisis management preparation including having
joint agency protocols and a CIM framework. We have recent experience managing COVID-19 in our workplace and community where we
adapted our controls and processes to maintain the health and safety of our people and to maintain our operating capability.
Physical and Transition
Risks Associated with
Climate Change
Climate change increases the likelihood of extreme weather events and trade
volume impacts, and will require future adaptation measures to protect assets
and our operations.
Our Climate Change Related Disclosure Report (available on the Napier Port website) provides an understanding of the potential
implications and management of climate change risks and opportunities on our business.
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2025 ANNUAL REPORT TE PURONGO A-TAU

Principle 1 – Ethical Standards
“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.
Securities (Shares and Bonds Trading)
Policy
Recommendation 1.2: An issuer should
have a financial product(s) dealing policy
which applies to employees and directors.
The Group has a Securities (Shares and
Bonds 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 Securities (Shares and
Bonds 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.
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 People and
Remuneration 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 People and Remuneration 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 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) a profile of experience, length of
service, and ownership interests
(b) the Director’s attendance at Board
meetings; and
(c) the Board’s assessment of the
Director’s independence, including
a description as to why the Board
has determined the Director to be
independent if one of the factors listed
in table 2.4 applies to the Director, along
with the description of the interest,
relationship or position that triggers the
application of the relevant factor.
The Board currently comprises eight
directors; an independent Chair, five
independent non-executive directors, and
two 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.
Principle 2 – Board Composition and Performance
“To ensure an effective Board, there should be a balance of independence, skills, knowledge, experience and perspectives.”
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
Corporate Governance Statement
sets out the corporate governance policies,
practices, and processes of the Group as at
18 November 2025 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).
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2025 ANNUAL REPORT TE PURONGO A-TAU

Board Skills and Experience
Our Board is diverse and our directors
bring with them a wide range of skills and
experience to the benefit of the Group.
The Board has determined that, to operate
effectively and meet its responsibilities and
considering its business and strategic focus, it
requires competencies in disciplines including
governance, executive leadership, listed
companies, legal and regulatory compliance,
safety and high-risk operations, finance
and accounting, engineering and asset
management, relevant sector experience,
commercial expertise, collectivised
employment agreement environments, and
sustainability.
The Board regularly reviews its collective
skills and experience, including when
considering Board appointments and as
the operating environment or the Group’s
Attendance at Board and Committee Meetings
For the year ended 30 September 2025.
Board
Audit and Risk
Management
Committee
People and
Remuneration
Committee
Health and Safety
Committee
Number of meetings held
9
3
11
3
2
4
3
Blair O’Keeffe
911
1
23
Stephen Moir
8111
1
3
Vincent Tremaine
9112
1
3
John Harvey
9823
Debbie Birch
910
1
1
1
3
Dan Druzianic
9111
1
3
Kylie Clegg
811
1
23
Hamish Stevens
2
11
1
1
1
0
1. Non-committee members also in attendance
2. Hamish Stevens appointed as a director of the Board effective August 2025
3. Note the number of board meetings includes scheduled and supplemental meetings
4. The September meeting was deferred to an October date
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. An
issuer should disclose its diversity policy
or a summary of it.
The Group has a diversity and inclusion
policy which defines the approach of the
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
most recent evaluation was completed in
October 2025.
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. An issuer
should have an independent chair of the
board.
The Board currently comprises eight
directors, six 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.
Capability
Collective Board Skills
and ExperienceCapability
Collective Board Skills
and Experience
GovernanceFinance and Accounting
Previous Senior ExecutiveEngineering/ Asset Management
Listed Company Experience
Collectivised Employment Agreement
Environments
Port/TransportLegal and Regulatory Compliance
Safety and High Risk OperationsSustainability
Commercial
Strength Some Skill/Experience Not a Strength
strategies evolve. The most recent review
was in September 2025. The table below
represents the Board’s most recent self-
assessment of its collective board skills
and experience compared to the identified
required competencies. Where identified gaps
exist, these are considered when making
appointments to the Board.
Independence Status of Directors
The independence status of each director is
included with the directors’ profiles available
on the Group’s website and included in the
Annual Report and has been determined
by the Board in consideration of all relevant
factors (including the director’s interests,
position and relationships), including those
described by the factors set out in table 2.4
as applicable of the Corporate Governance
Code.
During the year, Blair O’Keeffe received a
payment from Hawke’s Bay Regional Council,
(HBRC) via Endzone Commercial Limited,
which he is a director of. HBRC is the
owner of Hawke’s Bay Regional Investment
Company, which is a majority shareholder in
Napier Port Holdings Limited.
The payment relates to fees payable as the
Independent Chair of Hawke’s Bay Regional
Recovery Agency (HBRRA). HBRC provides
financial services for HBRRA, including
payroll services.
As Chair of HBRRA, Mr O’Keeffe reports to
the Matariki Governance Group, which is a
member organisation made up of all Hawke’s
Bay territorial authority councils and post
treaty settlement groups, and he does not
report to or take instructions from HBRC. The
HBRRA is expected to be disestablished in
early 2026.
The Board of Napier Port supports Mr
O’Keeffe’s role of Chair of HBRRA given its
substantial role in supporting the rebuild of
the region post Cyclone Gabrielle. The Board
does not consider these arrangements to
impact on his independence as a director of
Napier Port.
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 and is reviewed biennially
by the Board. 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 People & Culture team
collectively and individually support these
aspirations.
Diversity metrics encompassing the Board,
Senior Management Team and the Group’s
employees are reviewed at a minimum
annually.
The following is a breakdown of the gender
composition of the Group at the balance date:
30 September 2025
FemaleMale
No.%No.%
Directors225675
Senior Management Team (SMT)225675
Permanent employees561825182
Total601926381
Permanent employees in leadership roles (non SMT)11175583
30 September 2024
FemaleMale
No.%No.%
Directors229571
Senior Management Team (SMT)114686
Permanent employees571825882
Total601826982
Permanent employees in leadership roles (non SMT)9174483
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2025 ANNUAL REPORT TE PURONGO A-TAU

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),
Dan Druzianic, Vincent Tremaine and John
Harvey – see their relevant qualifications and
experience set out in the directors’ profiles
section of this Annual Report. 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
and sustainability 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.
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 selected meetings at the
Committee’s invitation.
People and Remuneration 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 People and Remuneration 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 People and Remuneration
Committee currently comprises John Harvey
(Chair), Blair O’Keeffe, and Kylie Clegg.
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, Safety and Sustainability
Committee
The Health, Safety and Sustainability (HSS)
Committee operates under a written charter,
which is available on the Group’s website.
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 senior management and other persons,
that it considers necessary to provide
necessary information and explanations.
The Chief Executive Officer is responsible
for drawing to the Committee’s immediate
attention any material matter that relates to
notifiable events and significant near misses
or incidents.
The Group’s ultimate aim is to ensure that
everyone working at Napier Port returns
safely to their families every day. This is why
health and safety is the top priority of the
Napier Port Board of Directors and health and
safety performance is actively reviewed at
every board meeting.
The HSS Committee assists 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 HSS Committee’s scope is to also
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 underlying ESG
reporting processes.
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 3 – Board Committees
“The Board should use committees where this will enhance its effectiveness in key areas, while still retaining Board responsibility.”
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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.
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.
The Group has adopted a Tax Governance
Policy which sets out the Group’s approach
towards its tax strategy and the management
of tax risks. The policy is available on the
Group’s website.
Recommendation 4.4: An issuer should
provide non-financial disclosure at
least annually, including considering
environmental, social sustainability
and governance 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.
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.
Our Sustainability Strategy and Action Plan
is aligned to the United Nations Sustainable
Development Goals (SDGs), reflecting
globally agreed-upon urgent environmental,
political, and economic challenges. We
identified 14 SDGs that we can achieve
locally to respond to global challenges like
climate change, gender equality and ocean
conservation. The Sustainability Strategy
and Action Plan identified 100 time framed
actionable workstreams that guide us in our
direction and decision-making as we work
towards meeting our sustainability goals. The
Sustainability Strategy and Action Plan is
available on the Group’s website.
Our Annual Report outlines progress against
our Sustainability Strategy and Action
Plan and various sustainability initiatives
undertaken by the Group during the year. In
addition, the Annual Report includes other
non-financial metrics and information relating
to the Group’s activities and strategies.
Since 2021, the Group has published an
annual Climate Change Related Disclosure
Report (CCRD).This year’s CCRD report
has been prepared in accordance with the
Aotearoa New Zealand Climate Standards
and was released in November 2025. This
report is available on the Group’s website.
Our Climate Change Related Disclosure
Reports seek to provide stakeholders an
understanding of the potential financial
implications of climate change on our
business. Within the report we set out our
governance, strategy, risk management
practices as well as our key metrics and
targets, including our annual greenhouse gas
(GHG) emissions, related to climate related
risks and opportunities. Our GHG emissions
reporting is independently assured.
When preparing the CCRD report:
• The Health, Safety & Sustainability
Committee is responsible for our ESG
related aspects of climate change and
the relevant qualitative and quantitative
assessments required to be able to
measure the potential impacts of climate
change, and
• The Audit and Risk Management Committee
is responsible for the assessment of
financial and economic impacts within the
disclosures that relate to the expected
physical impact of climate change, along
with overall responsibility for the relevant
internal controls and the external review
and audit processes in relation to the
preparation of our CCRD report.
Principle 5 – Remuneration
“The remuneration of directors and executives should be transparent, fair and reasonable.”
Directors’ Remuneration
Recommendation 5.1: An issuer should
have a remuneration policy for the
remuneration of directors. 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 Group has adopted a Remuneration
Policy which sets out the remuneration
principles that apply to Directors. The policy is
available on the Group’s website.
The Group’s policy states that all
remuneration of Directors will be paid in
cash and that 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
People and Remuneration Committee
and subject to the aggregate director
remuneration limit approved by Shareholders
from time to time.
The People and Remuneration 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 currently a maximum of
$795,000 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.
Remuneration Policy
Recommendation 5.2: An issuer
should have a remuneration policy
for remuneration of executives, 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 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).
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 People and
Remuneration 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 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 assessment criteria
includes the achievement of financial and
non-financial objectives, and is subject to
the Board’s discretion. STI remuneration is
conditional upon certain banking covenants
being met.
The remuneration policy is reviewed by the
Board annually.
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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 is
included in the Other Disclosures section of
the Annual Report.
The remuneration of the CEO includes
a mix of fixed and variable components.
Fixed remuneration includes a base salary
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).
Principle 5 – Remuneration (Continued)
“The remuneration of directors and executives should be transparent, fair and reasonable.”
Napier Port’s TSR
Percentage of the relevant
share rights that vest
Is not positive
0%
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 75th percentile of the
NZX 50 Peer Group
50% - 100%
(pro rata)
Equal to or greater than the 75th 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.
Short Term Incentives
The STI is based on the achievement of both
financial and non-financial objectives with an
actual opportunity in the range of 0 - 30% of
the CEO’s current base salary. Objectives
are set each year by the People and
Remuneration Committee (and approved by
the Board) and closely align to Napier Port’s
strategic goals. Non-financial objectives
for 2025 included objectives in relation to
health and safety, revenue growth, strategic
projects, sustainability and people and culture
development.
The People and Remuneration Committee
assess the CEO’s performance against
these objectives and recommends the
STI for approval by the Board. The Board
retains complete discretion over paying a
STI and may determine, despite the actual
performance against objectives, that a
reduced STI or no STI will be paid in any
given year.
Long Term Incentives
The LTI grants share rights to the CEO
that 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 and the achievement of total
shareholder return (TSR) hurdles over the
vesting period.
The TSR hurdles over the vesting period are
as follows:
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 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 its risk management the Group has
a comprehensive treasury policy that sets
out procedures to minimise financial market
risk. The Group maintains insurance policies
to assist in mitigating its principal insurable
risks.
The Audit and Risk Management Committee
is responsible for ensuring that management
is implementing the Group’s risk management
framework and policies.
The Health, Safety and Sustainability
Committee ensures an appropriate framework
is maintained for the management of ESG
risks, and reviews and monitors climate
change related risk assessments and the
effectiveness of the related risk management
processes.
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 and monitoring
safety performance and promoting a safety
culture.
Managing health and 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, root cause
analyses conducted and corrective actions
are implemented;
• Ensuring safety observations and 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 mature health and safety culture
is achieved by:
• Supporting a “Just Culture” that promotes
a just, fair measured and consistent
approach;
• Encouraging active worker participation,
ensuring adequate resources are allocated
to health and safety initiatives;
• Providing training and information about
specific health and safety risks; and
• Continuous improvement and best practice
in health and safety
To manage and measure health and safety
risks the Group has developed a safety
implementation road map consisting of three
strategic projects. The road map includes:
• Aligning the Safety Management framework
to the ISO 45001 standard, the best practice
standard for Occupational Health and
Safety practice;
• A Critical Risk Management Program
focusing on the management and control of
critical risks;
• Implementation of a renewed Licence to
Operate Contract;
• Monitoring risks associated with Persons
Conducting a Business or Undertaking
(PCBU)s operating in common work areas
at Napier Port.
Every Director, Senior Manager, 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.
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