Port Of Tauranga Stock

Good afternoon, everyone, and it's my real pleasure to give you all a very warm welcome to this year's Annual Meeting of Shareholders of Port of Tauranga. My name is Julia Hoare, and I'm really privileged to be the Chair of this wonderful company.

Before we start, I just want to give you some housekeeping notes that they actually asked me to pass on to you. So in the event of an emergency for evacuation, in that unlikely event, the fire alarm will sound, and you just need to make your way through the theater toward the nearest exit and the emergency assembly areas are outside in the car park. And please just remain outside until you're told that it's actually safe to return back into the room.

Today's meeting is also being webcast for those of you that have been unable to attend in person. And this is really part of our commitment to shareholders to make the meeting as accessible as possible regardless of wherever your location may be. So therefore, I'm really pleased to be welcoming those of you who are participating online through our virtual meeting platform provided by our share registrar, MUFG Corporate Markets, formerly known as Link Market Services. And we hope that by holding a hybrid meeting, it's going to support greater participation and engagement amongst you, our shareholders. So welcome to you all, and thank you for being here.

As you'll appreciate, this is a formal meeting, and there are certain formalities that we're going to need to work through. So please do bear with me. The company's Secretary has confirmed to me that the notice convening this meeting was sent to shareholders and other persons entitled to receive it on the 18th of September 2025. And as we've got a quorum present, I'd like to formally declare this meeting open.

Present today are our auditors. We've got Glenn Keaney here from KPMG; Vanessa Hamm from Holland Beckett; and our share registry managers, MUFG Pension & Market Services, which we've got Brendon Jarvis down back. So in keeping with best practice, we will be conducting a poll today and the resolutions -- poll of the resolutions that were listed on our meeting -- Notice of Meeting.

And for those of you that are here with us in Tauranga today, you're going to be able to cast your vote by filling out the form that you either brought with you or you received at the registration desk today, and that will be collected at the end of the formal part of today's meeting. And for those of you that are participating online through the virtual meeting website, you're going to be able to ask questions and vote once you've validated that registration.

To vote, you're going to need to click the get voting card on the online meeting platform, and you're going to have to enter your shareholder or proxy number to then validate that. So please mark your voting card when you get to that in the way you wish to vote, which is either for, against or abstain on the voting card. For those online, once you've made your vote or selected your vote, please click the Submit Vote button at the bottom to lodge your vote. Otherwise, it won't go through. And if you've got any question, there is an online portal meeting guide or you can use a help line if you need any specific assistance.

For those of you here in the room today, there's going to be an opportunity after the meeting finishes for refreshments, and you can have a chat with us, my fellow directors and the management team as well. And in addition to that, we're delighted this year again to continue our port tours for shareholders, and I'll discuss the logistics of the port tours at the conclusion of today's meeting.

I'd now like to take this opportunity to introduce my fellow directors to you. I'll ask them to put up their hands. So firstly, Dean Bracewell, Brodie Stevens, Alison Andrew, Sir Rob McLeod, Doug Leeder, Fraser Whineray. And at the end, we've got Scott Campbell, who is our future director. And I'd also like to introduce those here on the podium. So Leonard Sampson, our CEO; and Simon Kebbell, our CFO and Company Secretary. We've also got the other members of the management team in the audience today, and I'm just going to ask them to stand up as I call their name.

And those are in the room, you'll be able to sort of eyeball them at the end and have a chat if there's anything you want to talk about. So firstly, Blair Hamill, who is our GM, Commercial; Dan Kneebone, our GM, Property and Infrastructure; Mel Dyer, our GM, Corporate Services; Pat Kirk, our GM, Health and Safety; and Rochelle Lockley, our GM, Communications, who's actually down in the back there, helping assist in the proceedings today.

Look, I'd really like to thank you all, our shareholders, for your level of participation in today's meeting. My fellow directors and I do intend to vote all the discretionary proxies we've received in favor of the resolutions as have been set out in today's meeting, unless we've been specifically disqualified from that resolution.

I'd now like to present the Chair's address. And following my address, I will then pass on to the Chief Executive for his address. So let's just get started. Now to the highlights and challenges of the past year for the Port of Tauranga Group. In contrast to standing up here last year, I'm pleased to be reporting on strong growth across most cargo categories, and an improved financial performance, demonstrating Port of Tauranga's resilience amidst significant ongoing domestic and international supply chain challenges.

Total cargo volumes increased 7% to 25.3 million tonnes. Container numbers increased 5.3% to 1.2 million TEUs. Underlying Group profit. Taking out the effects of the Marsden Maritime Holdings transaction, which I will talk about shortly, was $126 million, a 23% increase on the previous year. Leonard will go into more detail on individual cargo categories, but I think you will all agree that overall, this was an outstanding result. I am very pleased to see it.

For the year ended 30 June 2025, revenue increased 11.3% to $464.7 million. Operating costs increased 8.1% to $236.3 million. Despite the prevailing economic conditions impacting cargo volumes for our subsidiaries and associated companies, they managed a 15.3% increase in earnings to $10.9 million. The Board declared a final dividend of $0.097 per share to bring the total dividend for the 2025 financial year to $0.167 per share.

Of course, the year was not without its challenges, including the ongoing saga of our that we are having in relation to our resource consent for the application for the Stella Passage development. I thought it'd be useful just to recap the developments since our last Annual Meeting, and it seems to have been a topic that we've talked about for quite a long time now.

So in December 2024, the Environment Court approved part of the project, which was a berth extension at the container terminal. And unfortunately, that decision was immediately appealed. So due to the increasing urgency of the project, we opted to apply under the Fast-track Approvals Act seeking to speed up the process and the Stellar Passage project was listed in Schedule 2 of that Act. Following a judicial review in August, the High Court found that the description in Schedule 2 did not fully describe the project as submitted by the Port.

In short, thanks to a drafting error on the part of Government officials, the description was missing the words Mount Maunganui wharves. As a result, the fast-track application, which we had hoped to complete by February 2026, is on hold. The Government has assured us that the mistake was theirs. There was no intention to break up or stymie the project. So while we wait for the error to be fixed, we have lodged a back-up application, which involves asking the Minister for Infrastructure directly to accept our application into the process.

We expect that approval in the coming weeks. To describe this long, drawn-out process as extremely frustrating, not to mention hugely costly not only for us, our company, but all of New Zealand would be an enormous understatement. It's unbelievable, really. I do want to stress though that Port of Tauranga is in no way trying to avoid environmental responsibilities by trying to speed up the resource consent process.

In fact, the Environment Court actually acknowledged in its decision that, from a Western science perspective, the development will have a minor effect in short-term, during construction, and a negligible effect in the long-term.

We had protections in place for water quality, birds, marine life, marine mammals and noise. However, we have just been unable to reach agreement with multiple hapu parties on the appropriate level of cultural effects -- the level of mitigation we need to pay for the cultural effects of the development. We remain hopeful that we will reach agreement and consultation continues. However, the urgency and the need for this project is absolutely growing.

The container terminal berths are essentially at capacity. While we could handle more containers, we are unable to accommodate any new ships. The lack of capacity is also impacting our ability to effectively deal with congestion caused by ships arriving at the port off schedule. Leonard will explain this in more detail shortly. Actually, ultimately, it is the New Zealand economy, and all New Zealanders, that suffer from this delay. This is critical infrastructure and is absolutely essential for an efficient two-way trade for New Zealand.

The delays to construction are inhibiting our plan to increase efficiency, reduce carbon emissions, and we're also wanting to introduce through this process an electric automated stacking cranes to the container terminal, and these projects are all being delayed. We are strongly focused on decarbonisation as part of our long-term commitment to sustainability. So as I said, waiting for all of this is really frustrating for us. But in the meantime, we are preparing for automation through emulation testing of the proposed system.

More details on our decarbonisation plans are contained in our second annual Climate-related Disclosures Report, which was published a couple of days ago on our website. Leonard will talk shortly about our plans to trial New Zealand's first fully electric straddle carrier as well as our planned hybrid tug. Unfortunately, our emissions actually increased in the 2025 financial year, during an unusually high refrigerated container peak season. Leonard will talk about the background of this and how we are looking to address our emissions.

One of the most significant achievements in the past year was the successful acquisition of Marsden Maritime Holdings and the formation of Northport Group Limited. It's a consortium comprising us, Port of Tauranga, Northland Regional Council and Tupu Tonu - the Ngapuhi Investment Fund. We completed a takeover of MMH. The buyout of all shares not already held by the Council led to MMH's delisting from the NZX.

Before the transaction, MMH owned 50% of Northport Limited with Port of Tauranga owning the other 50%. Plus MMH also has about a 150 hectares of industrial land immediately adjacent to Northport. Under the new structure, Port of Tauranga owns 50% of the merged group, the Council owns 43% and Tupu Tonu 7%. What this means is that the port operations and the undeveloped land right next to the port are under 1 umbrella. Earlier this month, the Environment Court granted Northport a resource consent for a major expansion, involving nearly 12 hectares of reclamation and a 250-meter wharf extension and associated capital dredging.

With the Government and KiwiRail progressing a proposal to extend the rail to the port, this opens up incredible opportunity for growth for Northland and also the Upper North Island economy. This simpler, unified company structure will allow better coordination as the land is developed for industrial, logistics or freight operations, especially as pressure comes on land use around Auckland.

Turning to our governance, I'd like to thank my fellow directors for their diligence over the past year to deliver value for you. I'm also pleased to report our future director, who is at the end, Scott Campbell, has agreed to stay on for an additional 6 months. The Future Director program is an Institute of Directors initiative and it's really about developing the next generation of directors, and we are really, really pleased to be supporting efforts to grow governance talent here in the Bay of Plenty. We have really appreciated Scott's contribution over his first 12 months with us and looking forward to his remaining 6 months. So thank you, Scott.

Also from a governance perspective today, we've got 2 directors are up for re-election to the Board. Firstly, Dean Bracewell joined the Board in December 2021. Dean was, in his former life, the Managing Director of Freightways for more than 18 years. And he currently chairs Property for Industry. He is a Director of Air New Zealand, and also the Halberg Trust and the Northport Group.

Also up for re-election is Brodie Stevens, who joined the Board in August 2022 following his retirement as Country Manager for Swire Shipping, New Zealand. He is currently a Director of PrimePort Timaru, New Zealand Post and Eastland Port and is also the chair of the Maritime Superannuation Fund. And I'm going to ask both, Brodie and Dean, to address the meeting in due course, when we get to the resolutions.

I'd particularly like to thank the management team here for all their enormous efforts in the past year and it's really a lot of work from them that has delivered such excellent results. But before I finish my address as well, I also particularly want to acknowledge you and, thank you, our shareholders, for your ongoing support. And it's so good to see so many of you here today. I've been to a couple of other annual meetings in the last week or so, and the numbers here are significantly greater, and it's just so good to have so many of you here in the room and also for those of you online.

So I'd now like to invite Leonard to share details of the trade and operational performance over the past year as well as an update on the first quarter of the 2026 financial year. [Foreign Language].

Thank you, Julia, and [Foreign Language]. As outlined, the 2025 financial year was a successful one for the port, although not without its frustrations and challenges. Port productivity continues to be a nationwide issue, and there have been several submissions made in the recent Parliamentary Select Committee inquiry into the Port sector. However, there is no easy fix. One of the most significant impacts to port productivity is the on-time arrival of vessels. And in the 2025 financial year, only 55% of container vessels arrived at the Port of Tauranga on their agreed schedule.

This challenges our ability to manage container yard congestion and impacts our crane operations. Also, as the country's main export gateway, Tauranga is typically the last port of call for international shipping services. As such, any delays incurred at previous New Zealand ports are carried through to Tauranga further exacerbating on-time performance. We've assembled a multidisciplinary project team to progress efficiency initiatives across the business, and we welcome the select committee inquiry.

Pleasingly, we have recently been ranked by the World Bank as the most productive port in Australasia with the Global Container Port Performance Index. It is also important to note that due to the ongoing resource consent delays, Julia mentioned, our current lack of berth capacity further constrains our ability to provide the resilient infrastructure needed to handle vessel delays.

As we often repeat, it is crucial that the Government and industry address the regulatory bottlenecks for nationally important infrastructure, as a productive and resilient New Zealand supply chain including seaports, inland ports, road and rail networks, as well as coastal shipping are essential to a thriving New Zealand economy. However, productivity can never compromise safety, and I'm pleased that our safety always mindset and proactive reporting culture continues to grow at Port of Tauranga.

We encourage reporting of all incidents, no matter how minor. In the 2025 financial year, Total Recordable Injury Frequency rates increased from 13.2 to 16 per million hours worked. 91% of these, however, were incidents of low severity involving minor soft tissue minor sprains and strains. As New Zealand's largest port, we take leadership role in health and safety sector and across the port industry.

Our General Manager of Health and Safety, Pat Kirk, is on the Industry Health and Safety Leadership Working Group and a senior member of the Port Industry Fatigue Working Group. In recent years, there has been significant cross-sector collaboration on the safety front, and the continuous improvement approach is welcome from all parties.

Now looking at the detailed cargo trends over the past year. Log exports were the only significant commodity group to experience a drop in volume following a reduction in wind throw logs, post-Cyclone Gabrielle. As a result, export log volumes for the year decreased 5.9% to 6.3 million tonnes. Dairy volumes increased 2.1% to 2.1 million tonnes, supported by a 50% increase in export transhipment.

An increase in the proportion of refrigerated meat and dairy as well as growing Kiwifruit volumes, contributed to a record year for refrigerated containers or reefers as we call them in the port. These increased 19.8% to 245,000 TEU, which also put pressure on our terminal electrical plug-in capacity, resulting in increased usage of generators. This increased use of generators reflected in our carbon emissions for the year, and we will be installing additional fixed plugs for the coming reefer season to reduce the usage.

The kiwifruit season runs from March to October, spanning 2 financial years. On an annualized basis, the 2025 financial year saw a 30.9% increase in kiwifruit volumes. Bulk cargoes saw significant increases in volume, including stock feed up 46.5%, and fertilizer up 18.1%, reflecting the buoyant dairy sector. We hosted visits from 94 cruise ships over the past year, with the first cruise vessel of this season arriving on 18th of October.

As part of a nationwide trend, we are expecting cruise numbers to reduce to around 85 visits this summer; however, with a tendency to larger ships we expect a similar number of passengers to last season. In response to New Zealand's urgent energy needs, coal imports resumed at Tauranga after a 2-year hiatus. Coal is handled through a specialist enclosed conveyor and hopper system and then railed directly to the Huntly Power Station, which ensures the dust free operation and no additional road traffic.

Air quality continues to be a focus for us, and we have seen continuous improvement approach across the port, but with also -- in all of the metrics, but also increased monitoring both, inside and outside of the port gates. As Julia mentioned, we are pursuing other decarbonization opportunities while we wait for the go-ahead of the resource consent and the deployment of electric automated stacking cranes.

With the support of EECA funding, we will trial New Zealand's first fully electric straddle carrier. We have several hybrid straddles in our fleet already, with another 6 on order. The new electric straddle trial gives us the opportunity to test the performance and charging infrastructure within our unique operating environment.

In February this year, we commissioned a new container crane, after dismantling our 2 oldest cranes, and we will continue to order additional cranes to serve the new container berth once the Stella Passage resource consent is granted. We have also ordered our first hybrid tug to replace the Sir Robert. The new tug is expected to be delivered in 2027, and will be larger at 32 meters in length and will provide greater towage capacity for larger vessels.

Later this year, we will also commence the second stage of our already consented capital dredging program. This will deepen the main channel to 16 meters below chart datum. And this will allow the larger container vessels already calling to transit at both low and high tide as well as provide the ability to cater for the next generation of container vessels expected in the future.

I will now give a quick update on our first quarter's activity. Total trade for the quarter were 6.6 million tonnes, up 5.9% on the same quarter last year. Total container volumes were 319,000 TEU, up 9% on the same quarter last year. Based on the first quarter's results, and notwithstanding any significant changes to trading conditions, we expect full-year underlying earnings to be in the range of $137 million to $147 million.

Underpinned by our people, operational resilience, and diversity of cargos and income, we remain confident in our ability to deliver sustainable financial returns over the long-term. I would now like to thank our team, our customers, business partners and service providers for the vital roles you all play in our success. We sincerely appreciate our customers' support and understanding as we push for the much-needed Stella Passage resource consent and acknowledge the costs and frustration incurred as a result of ongoing delays. I'd also like to show appreciation for the ongoing support from our communities both here in the Bay of Plenty and further afield. We take pride in being part of the progress that drives prosperity and wellbeing for New Zealand.

And finally, I would like to acknowledge the continued trust and support in Port of Tauranga by you, our shareholders, thank you. Together, we are connecting New Zealand and the World. [Foreign Language]. Thank you.

Thanks very much, Leonard. Now to turn to the more formal part of the meeting, I'd first like to discuss our integrated annual report. The 2025 integrated annual report, which contains the financial statements and the auditor's report for the year ended 30 June 2025, has been sent to those requesting it and is also available on our website for viewing.

And I'm happy to take any questions or comments that you may have during the general discussion part of today's proceedings after the rest of the formal business has been dealt with. But I now propose that we receive the integrated annual report of the company for the year ended 30 June 2025, including the audit report and the financial statements.

Ladies and gentlemen, we would now like to come to the formal part of the business, the matters, which require a resolution, which have been outlined in our Notice of Meeting. So moving to the resolutions. As I mentioned earlier, I propose to call a poll on each of the resolutions. Many of the shareholders have already voted by proxy, and that will be announced to the stock exchange after the end of today's meeting. Resolutions 1 and 2 on the agenda relate to the reelection of directors.

Directors, Dean Bracewell and Brodie Stevens, will both retire by rotation at the meeting and being eligible, offer themselves for reelection. Director, Dean Bracewell, was appointed to the Board on the 17th of December 2021 and Brodie Stevens on the 1st of August 2022, both as directors of the company pursuant to Clause 26 of the constitution, and they now offer themselves for reelection.

Both directors are independent, and they're considered and confirmed by the Board as independent directors as defined in the NZX listing rules. Biographical details for both Dean and Brodie are contained on Page 76 of our integrated annual report for 2025 and are also on our website.

So we're going to deal with the reelection of the 2 directors separately. And just a reminder for those of you who are in the room today, your votes on the resolutions will be collected at the very end of the formal proceedings. So firstly, we'll deal with the reelection of Mr. Dean Bracewell. The Board recommends to you, Dean Bracewell as a Port of Tauranga Director and unanimously supports his reelection.

I'm going to invite Dean to address the meeting on his proposed reappointment.

Thanks very much, Julia. [Foreign Language]. My full-time working career spanned about 35 years at Freightways, where I was a Managing Director for about 18 of those years. Since moving on from Freightways, I've joined a small number of Boards and companies where I have some affinity and interest. In addition to normal director duties on these Boards, I chair the Board, Health and Safety Committees of both Air New Zealand and Port of Torana, and sit on their and Property for Industries' respective people committees.

In my time on the Port Board, I've endeavored to bring my experience of leading a large and successful New Zealand transport and logistics company while understanding and satisfying the expectations of a diverse and active group of stakeholders, including naturally several thousand shareholders. It's fair to say that in my time on the Port Board, your company has had its challenges to deal with, more recently, some of which you've heard, relating to disruption to shipping and supply chains globally and closer to home, a challenging domestic economy.

The resilience shown by this company through these times has been quite remarkable, but this performance doesn't occur without well considered and well-executed mahi. Your company, Port of Tauranga is very well led by an outstanding executive team and a well-functioning Board of Directors. I've enjoyed working with the Port Board, both the Port team, both the Board and management team. And today, I ask for your support to continue to do so. Thank you.

Thanks, Dean. I now propose that Dean Bracewell be reelected as a Director of Port of Tauranga. But before I open it up for your voting, are there any matters or questions for discussion from shareholders concerning this resolution in relation to Mr. Bracewell's reelection? Nothing in the room? I can't see anything coming through online.

Look, thank you, everybody. If you could please submit your vote by marking for, against or abstain in the appropriate place on your voting card. And as I mentioned before, those shareholders, those of you who are participating through the virtual meeting website should now submit your votes in relation to Dean.

Secondly, I'm going to deal with the reelection of Mr. Brodie Stevens. The Board recommends Brodie Stevens to you as a Director of Port of Tauranga, and we unanimously support his reelection. I invite Brodie to address the meeting on his proposed reappointment.

Thank you, Julia. [Foreign Language] Good afternoon. For those who don't know me, I'm Brodie Stevens, and I've had the honor of being an Independent Director of the Port of Tauranga for the past 3 years. I'm asking for your support to be reelected as an Independent Director. I grew up in Tauranga, moving here in 1960 at the age of 2, initially living here in Mount Maunganui and then later on in Maungatapu. My family has a very strong connection to the port.

My father was one of the original employees of the late, Sir Robert Owens. He then later owned his own stevedoring and ships agency business, which he operated for 39 years. My mother in the 1980s became an elected member of the Bay of Plenty Harbour Board, which was the predecessor before the Port of Tauranga. I worked for my father's company while at school, so spent plenty of time down at the wharf. And when I was at university, I was one of those fortunate people who scored a job as a seagull on the wharf, working for the WIC or the Waterfront Industry Commission.

Things have certainly changed a lot down at the wharf. Safety certainly has vastly improved. After leaving University, I joined the Freightways Group as a management trainees. And then after 10 years, I joined the Owens Group. And for the next 14 years, I was an executive working in the transport, freight forwarding and shipping. And then after leaving Owens, I joined China Navigation and Swire Shipping. And during my time with Swire, I worked mainly in liner shipping, freight forwarding and the stevedoring industry.

I was fortunate enough to have worked in Australia, Singapore and Fiji, and I retired after 18 years, spending my last 6 years as the Country Manager here for Swire in New Zealand. Since my retirement from Swire, I've taken on a governance path. In addition to the Port of Tauranga, I'm also an Independent Director at New Zealand Post Eastland Port, which is the Port of Gisborne, prime port, the Port of Tauranga -- the Port of Timaru, sorry, which is an associate company here at the Port of Tauranga. And also serve as the Chairman of the Maritime Retirement Scheme.

It was exciting growing up here in Tauranga and seeing the spectacular growth of the port and the region from its humble beginnings in the 1950s to New Zealand's largest and busiest port today. One of the great strengths that the port has, has always been the support and engagement of the people and the businesses here in the region. This, coupled with what I describe as the can-do attitude of the management, the staff and the numerous contractors, people like the stevedores, the transport companies, the container depots has propelled the Port of Tauranga ahead of its competition. And based on what you've heard today, there's a lot more excitement to come.

So with your support, I'd like to -- I will bring to the Port of Tauranga experience in supply chain logistics, especially in the area of liner and bulk shipping and coastal shipping, experience in the implementation and governance of health and safety, experience in industrial relations, industrial negotiations in the maritime sector and, obviously, experience in the commercial negotiation with New Zealand's major importers and exporters. I've thoroughly enjoyed the last 3 years as a Director of the port, and I'll be very proud to continue to serve you as a director. Thank you.

Thanks very much, Brodie. I now propose that Mr. Brodie Stevens be reelected as a Director of Port of Tauranga Limited. So before I ask you to vote, are there any matters for discussion or any questions concerning the resolution relating to Mr. Stevens's reelection? Nothing in the room and doesn't look like there's anything online. There's no questions coming up.

Thank you very much. If you could please submit your vote by marking for, against or abstain in the appropriate place on your voting card or online voting card. And as I said, shareholders who are participating through the virtual meeting website should now submit their votes. I'll give you a second to do that.

[Voting]

The next item on the agenda relates to directors' resolution, where shareholder approval is being sought to increase the director fee pool by $106,500 from $1,125,000 to $1,231,500 per annum plus GST, if any. It's very important for us to be able to ensure that we can attract the right directors. And therefore, quite an important exercise was undertaken in the current year to benchmark the port and director fees against a comparator group. And for that, we use PricewaterhouseCoopers to provide the benchmark data.

And that group consisted of 13 listed companies, New Zealand companies comparable sort of sizes and complexities. And we looked at fees for the role of chair, committee chairs, committee members and directors. In that report, we found that the directors will be being paid in the lower quartile of that comparator group. And we came to a decision that would be good to try and move the director fees over a 2-year period up to the median of that comparator group, bearing in mind that this is based actually on 2024 data.

So that group has probably moved, but we just felt that would be the right place to start. But we didn't want to do that over a 1-year period. So we have done it -- recommending to do it over a 2-year period. And PwC concluded with the numbers that we've got that this would position the directors' fees within the company policy of that range being the median range of the comparator group, albeit linking back to 2024 numbers. And a summary of that report is available on our website at the Investor Center. So hopefully, you've had a chance to look at that.

The proposed changes in directors' remuneration are set out in the meeting of notice actually by each category of director. The company will, as required by the NZX listing rules, disregard any votes cast on any resolution -- on this resolution by any director and any associated person of that director as defined in the NZX listing rules, where that director is intended to receive a payment or benefit from the approved remuneration pool, except where the vote is cast by a director or one of their associated persons as a proxy for a shareholder, who's entitled to vote and that director or associated person votes in accordance with express instructions to vote for or against a particular resolution on the proxy form.

So I now propose that the directors' fee pool be increased by $106,500 to -- from $1,125,000 to $1,231,500 per annum plus GST, if any. And what will happen is the aggregate amount will be divided up in accordance with the schedule that you've seen in the Notice of Meeting. And as I say that fee increase will be spread over a 2-year period.

Now I'll ask -- open up for matters for discussion and any questions from yourselves in the room and also online. We do have 1 question, though, to start with that has come in. So I'll cover that one first before I open it up.

It's from Bruce Raymond Walker, who sent in a paper question on the 10th of October 2025. And his question to us is why do directors need an increase in fees where they all have multiple directorships. I would think with the fees and expenses they get is enough for a full-time role, don't be greedy.

Thank you very much for that question. And I appreciate that when you look at numbers, you think, gosh, that's a lot. But really, whilst directors do have potentially a number of roles, when we're looking to appoint directors onto the Board, we're trying to find the best directors that will provide the best value for you. And directors do have options as to where they might want to put their time.

And therefore, we are trying to move ourselves from the bottom quartile of that director fee pool up to the median of a comparator. And we really want to attract really good people that are going to continue to provide sustainable growth and real value to you as shareholders. So we really do seek to find the best that have got the right skills and attributes to deliver that long-term value to you. The remuneration, as I've mentioned and talked about, is in line with the comparator norms or will be in line with the comparator norms if we move it forward.

And we have used an independent outfit to benchmark that. So whilst -- look, I really appreciate and respect the question, I hope that I've been able to explain a bit about the process and why the request is being made to change the fees.

So I'll open it up for questions, and I'll pass firstly to the floor. Are there any questions from anyone on the floor in relation to directors' fees? There's a couple of questions over here. Thank you.

Per director, could you give me a percentage, please, of that rise?

In total, over the period, the pool is going to rise by 9.6% to try and move it to the median. The actual number -- actual director numbers are set out in that Notice of Meeting. So you can actually see on each category the moves over the 2-year period. So I don't have the Notice of Meeting right in front of me. But otherwise, you can come and have a chat after, so I can show you...

So can I ask another one?

Yes, please do.

Can you just let everybody know what their top workers percentages?

You mean the amount of time that you spend working?

Their workers. Their employees.

In terms of our staff, obviously, they've been paid -- they'll have increases each year. But we also have a policy right across the board where we're trying to pay to the median group. So what we try to do is move everyone into that median. I can't answer what the percentage was in 2025.

It varies. Look, in terms of our people employed across the organization, but it varies between roles, but the process is essentially the same. The process is benchmarked. It's independently benchmarked based on the similar roles and similar organizations across New Zealand. And so that process is actually already in place. So it does vary, but to go and say what's the percentage there isn't 1 percentage across the work groups. There's multiple work groups and different percentages for each based on one.

Thanks, Leonard. There's another question down here, but if you could just wait for the mic because those online need the mic to be able to hear the questions.

[Foreign Language] My name is Graham McKean. I'm the Northern Region Organizer for the Maritime Union of New Zealand. I could answer the question that my friend has raised earlier because I'm the lead negotiator on all of the companies that contract through to the Port of Tauranga. A couple of points I would raise, and congratulations on the successful year that the company has had, and the increases in volume and profit and the return on shareholders of which we are part of.

And so we thank you very much for your stewardship in these challenging times. Also recognize what yourself and Leonard have just spoken about, how you benchmark around industry standards. Just for everyone's information, across the board, the negotiations that we're achieving are marginally around inflation. So CPI slightly above there or thereabouts. So around the sort of 3%. So I'm interested in looking at the directors, who I'm looking in the eye right here and now, and asking a question around the optics because everything that you've said that's applicable to the qualities of the directors is equally applicable to the qualities of the workforce, those that actually do the mahi and create the profit.

So we're looking at a north of 300% potential increase for the directors versus what's being offered to the workers. So I'm interested to put the question to the whole Board and to yourself as a spokesperson around the optics, the value-add in the relationship and why there's such a disparity between those at the top end of the table versus those who are actually working 24/7 week in, week out through all sorts of weather to achieve the productivity growth and profit for everyone that gets a return.

Thank you. Look, I appreciate your question, and I understand where you're coming from. I think you need to also -- well, let me just talk about the director fee increases that we have or haven't had. So unlike your negotiations where you're getting sort of a compounding, say, 3% each year because obviously, it goes up. In the past 7 years, we've had 2 changes in directors' fees, particularly because we are really, really mindful about not trying to raise fees at times where it was difficult or through COVID periods. So we've been quite restrained.

As a result of that, as I said, in terms of comparative roles in other organizations, and we used 13 other organizations, our director fee pool ended up and our directors' fees per director ended up being in the lower quartile. And obviously, as you wouldn't want for your members, the same thing. We're trying to attract really good people. And therefore, we just felt that we needed to bring the fees up to the appropriate level. Now you're quite correct. Actually, probably what we should have done is done what a lot of companies do and seek a director fee increase every year, which we haven't done.

And as a result, we're getting to a catch-up situation. But it's so important for us to make sure that if we look at the company and what we're trying to achieve, we've got so many amazing strategic initiatives on the go and things on the go. We want really, really capable people sitting around the table, and we want to be able to attract those people. And so therefore, that's why the adjustment is being made.

Are there any questions online? I don't think there's any other in the group. Okay. Well, look, thank you very much, and I appreciate the questions. Sorry, there's another question over here. Thank you.

Shareholder, can you hear me?

Yes, we can.

How much of the directors' time is involved with the Stellar berth project? And how much are they engaging with, say, government ministries and that sort of thing?

Look, thanks for the question. And the answer to that will depend on individual directors and individual circumstances and meetings. There's a lot of time that the directors have spent collectively and with the management team in relation to the Stella Passage. And many of us will have one-on-one conversations in terms of government and other officials in varying capacities. In terms of representing the key discussion and negotiation, that has predominantly come down to Leonard and myself, which I think is appropriate. You don't want a whole lot of different people there.

But obviously, as a Board, we have a collective responsibility for decision-making. So it's really, really important that we're all involved. The Stella Passage has exercised an enormous amount of director time and frustration. And we just really hope that when I'm standing up here next year, it will be done and that we'll be on our way to constructing. So -- but yes, there has been quite a lot of involvement. Thank you.

Okay. No other questions, certainly none online. Thank you. Look, thank you, everyone. If you could submit your vote for, against or abstain on the appropriate place on your voting card. And again, those shareholders who are participating through the virtual meeting website, could you now please submit your votes.

The next resolution relates to auditor fees. The Auditor General as the auditor of Port of Tauranga Limited pursuant to Section 19 of the Port Companies Act 1988, is automatically reappointed our auditor for the year ended 30 June 2026. KPMG will undertake the audit on behalf of the Auditor General. We've got Glenn here in the room today. This particular resolution concerns fixing of that auditor's remuneration and seeks shareholder approval for the directors to be authorized to fix the auditor's remuneration.

Port of Tauranga's statutory audit fees for the financial year ended 30 June 2025 were $428,000, including disbursements. And I now propose that the directors are authorized to fix the remuneration of the auditor. So are there any matters for discussion or questions from shareholders either here in the room or online, please, concerning this resolution?

None here and none online. Thank you. Okay. Well, if you could please submit your votes again by either marking for, against or abstain in the appropriate place on your voting cards. And again, those shareholders who are participating through the virtual meeting website, could you also now please submit your votes.

Our share registrar, MUFG Pension Market Services are going to now come through the room and collect the voting cards for those of you who are in the room. And for the online shareholders, please can you ensure that you've actually submitted your vote. Voting is going to remain open for you online until 5 minutes after the conclusion of this meeting. The results will be announced to the NZX by the end of today after the conclusion of today's meeting, and they will also be on our website.

I'll pause for a second, and then I will -- while they're collecting cards, and then I will move to general business. Okay. I think most have been collected. If you still got a card in your hand, if you just hold it up so the team can actually see you. That would be fabulous. Thank you.

So I'd now like to open up the meeting to general discussion. And this is actually the part of the meeting where you, as our shareholders, have got the opportunity to raise any further questions you might like to raise. And we have had questions in advance, so I might start with those, and then I'll turn to the room and I'll alternate.

So the first question we've got online was received from Stephen Ronald Hampton. And he submitted that question online on the 17th of September. And his question was what progress has been made on the new or extra berth on Sulphur Point side of Tauranga Port to expand the container loading and unloading area?

Look, thank you for this question. I think we probably covered this off during the session so far today. Obviously, as you know, we're going through the process and our plans are to increase capacity through obviously, the berth and using the automated stacking cranes, which we will do as soon as we get the berth extension approved. Leonard, is there anything else you feel you'd like to add?

No, not specifically. Apart from the -- as you rightly pointed out, we are -- the additional capacity that we need in terms of the terminal is subject to the berth extension, which is obviously subject to the resource consent. So as soon as we can get the consent, I'm sure, we can build the berth and because we actually need to build the berth and the automated stacking cranes at the same time because they're right behind where the berth is going to go. So unfortunately, for us, it's holding up the capacity expansion in the terminal as well as [indiscernible].

Thanks, Leonard. We also have a question from [ Sol Dern Pearson, ] and this has come in a few parts. So I'll try and juggle the 3 bits, but I think they all relate to Northport, but I might be wrong. So please apologies if that's not right. His question was submitted. The question is in relation to Northport, is there a requirement to have a railway link to the port? Yes, no? If no, why not? And what is the commitment to have a railway link to the port?

As I mentioned in my session, the resource consent that we've just had approved gives Northport the ability to expand, which is really, really exciting. And we also have another piece of berth at the moment, which is consented but not built. And we've been holding off on that until we want to make sure that the cargo volumes are sufficient and that the rail spur is actually in progress. So it's an economic decision. We don't want to be spending shareholder money too soon.

We absolutely want to commit to building that, and we are looking forward to having a rail spur that will come to the port. We are aware that the government has -- and KiwiRail have given pretty strong indications of support for the railway spur that will go to the port. So that is really, really positive.

He also asked another question, which I wasn't too sure how it fitted. So I do wonder whether it related to -- actually to Northport because he had asked, he had trouble finding information about Mr. Brodie Stevens and why wasn't he included in the annual report?

Well, as I mentioned, as you've seen Brodie today, and Brodie's profile is on Page 76 of our integrated annual report. So I was wondering possibly whether he was referring to Northport, and he couldn't see anything on Brodie in relation to Northport. But as you've heard today, Dean is one of the directors on the Northport Group and Brodie is one of our directors on PrimePort Timaru. So if you're looking on the Northport website or any details in relation to Northport, you won't find Brodie because he's with Timaru, but you will find Dean. So I hope that's answered your question. If we haven't answered your question, please come back to us.

Now I'd like to take questions from the floor and also online. And probably what I'll try and do is juggle those around a little bit. So are there any questions? There's one here from the floor. Thank you.

Just before you go to -- just those online, if we end up getting multiple questions on the same topic, I'll just ask the team to merge them as opposed to answering the same question again and again because obviously, you're putting in your questions without seeing other people's questions. So just if you are online and you find your questions being merged, that's the reason -- sorry, I'll pass back to you. Thank you.

I'd like to revisit the euphemism called frustrations because that's sticking in our craw, all of us. Is there any legal recourse to -- how should we say politely, consider the insistent delaying procedures on certain parties methodology?

Look, thank you for your question. New Zealand law has legislation around infrastructure builds. And those -- that legislation is designed to make sure that we're protecting the economy and we're protecting the environment. And so there are a whole lot of requirements. And that -- we must obviously comply in terms of that legislation, and that is what we've done. And as I mentioned, we did get that agreement with the Environment Court at the end of 2024.

It is a frustrating process for us. And because of the appeal that came through in December, which was going to, in our view, continue to hold up that process, we felt, therefore, in New Zealand's interest as well as our own, but very much in New Zealand's interest, we needed to go down that fast track route, which we have done. I appreciate we've had the judicial review, and it was incredibly frustrating to us that there was that mistake included in the schedule. It was not our mistake, and government officials have admitted that it was their mistake.

So that has been another delaying piece. And we can only do what we can do to work within the law. There's been that judicial review. It was only upheld on one piece, which was the title of the project. And we understand that, that's going to be remedied this side of Christmas with remedial legislation. So we can but hope. And as I said, I do hope that this time next year, I won't stand here saying I'm frustrated. But very little we can do at this stage.

Are there other questions?

In regards to that same question that was just asked, is there any possibility that we, as a majority of New Zealand's or Tauranga Port people, could we help to get some of those things passed as a majority.

Well, clearly, any vocal support you'd like to give us, for us, is always gratefully appreciated. Leonard, do you have any comment?

May be a written letter and we all sign it.

Look, we welcome any support we can. There is an enormous amount of community support for the project. And by and large, there's an enormous amount of support across New Zealand, whether that be from our customers or whether it be from the government. The challenge, as Julia pointed out, is that there is a legal and legislative pathway and we are looking at every possible avenue we can to expedite the process. The reason we opted to move into the fast-track process is because the moment we were appealed in the Environment Court, our legal advice was that it would take 12 to 18 months longer to stay in the path we are.

So as it stands at the moment, our fastest possible option is to use the current fast-track legislation. We aim -- we are certainly hopeful that, that would facilitate a consent in the next year. So in 2026, we were hoping to have it earlier in the year, but we're still hoping for consent next year. But even once we have a consent, we have a 2-year construction period. So it's 2 years before we can build a berth after we get the consent. But it is -- I acknowledge it's enormously frustrating and -- but we are looking at every possible avenue we can that is within the legal framework to expedite the berth.

Well, as a majority, we'd like to help if we can, okay?

Thank you.

Just down here in the front row.

Yes. Thank you again for the opportunity to raise a point. Of course, we are moving forward within the freight logistics industry into really new unprecedented times around hub-and-spoke models, around the introduction of automation, AI and the roll-on effect that they may or may not have among the employed workforce at the moment.

I'd like to take the opportunity to speak to Leonard and say, is there any -- man, I've got a raft of questions I'd like to sit down with you as the lead of the Maritime Union here and representing a large portion of the workforce. Could we sit down and have a bit of a [indiscernible]?

Absolutely.

Organize a time so we can sit down rather than bore everyone and just navigate through what the future looks like.

Absolutely. And look, I think as you rightly point out, the port sector is going through significant changes in terms of automation, technological development. Certainly, from our perspective, one of the key things is about retraining, -- upskilling and retraining the future of our current port workforce that's there today will look very different in 10 years' time because it's exactly what's happening around the world.

The automation technology that we're looking to deploy in Tauranga that has been operational and running for over 20 years in container terminals around the world. So it's not bleeding edge world first, but with the development in AI technology and core technology across the world, it is going to change significantly. So welcome the discussion.

Thank you. Are there other questions in the room? Just one just down here, please.

Could the port cope with the shortage of electricity?

I'll pass it to you, Leonard.

It's a good question. We are very fortunate in terms of the port infrastructure itself, and I might ask our property and infrastructure manager to provide a bit more detail. But we have our own dedicated internal network. In terms of the generation capacity into the port itself, I understand there's upgrades going on for Tauranga Maunganui over the next 5 or so years. But Dan, our specific port infrastructure, we're pretty well served?

Dan Kneebone, our property and infrastructure manager.

Thanks for your question. As Leonard said, yes, we're not facing any restrictions at the moment. But the thing we have done is invested significantly to make sure that we've got adequate direct feeds into the port. And we've spent a lot of money on an upgrade over the last 10 years just to provide that security of supply and resilience.

I'd just also comment that unlike some New Zealand industrial businesses, we're not really reliant on gas. I think one of the big issues at the moment in New Zealand, particularly for industry is the rapid drop-off of the gas supply and what that might mean for some businesses that need to effectively retrofit to be able to replace gas with electricity. But in that respect, we are fortunate we're not in that barge.

Other questions? There's one here.

Mike Knowles. Just a question regarding Quayside Holdings. Some time ago, they announced they were going to sell down their shareholding in the port. Has that happened? And to what extent? And if it hasn't happened, do they still intend to?

Look, thanks for your question. I'm obviously not a Director of Quayside Holdings, but Quayside hasn't sold down. And I think it's probably a question to pass to Quayside rather than ourselves. We are the company that they've invested in as opposed to having any say in relation to those decisions. So as much as I can say, but no, a transaction has not occurred. They're still maintaining their full shareholding.

Okay. I think that's all from the room, and there are no questions that I can see sitting on my screen online. Is that correct?

Okay. Thank you. Well, ladies and gentlemen, thank you very much for your attendance today at Port of Tauranga's 2025 Annual Meeting. And I'd like to advise you that we're going to hold our meeting next year here at Mercury Baypark, and it will be in this room. However, just to note, this is very different to previous years, is going to be held on Thursday, the 29th of October. So we've always held on a Friday, but actually next year is on a Thursday. So for those of you that have stood by us for many, many years and continue to come, just remember that the day is going to change from a Friday to a Thursday next year.

But as there's no further official business, I'd like now to declare the meeting closed. We're delighted to continue with our port tours for shareholders. I can still remember when I was showing around the port for the first time and found it fascinating. I was back on the port yesterday, and I absolutely love being out there. If you'd like to do a tour of the Mount and the Tauranga wharves, it's going to commence sort of after the afternoon tea, grab some afternoon tea. We've got 2 buses. They're going to be waiting outside. One will leave about 10 minutes or so after the conclusion of the meeting. And the other one will go when that has filled up.

The tour is about an hour, and you won't be able to get off the bus if you're on the tour. So the bus will come back here to Baypark at the end, so you'll have to get disembark here. Because of security requirements, I just remind you that if you're going to go on the bus, you have to have some photo ID with you, your driver's license or a passport or something that can prove who you are. And you're going to need to show that when you're embarking on the bus. So if you just have that out and ready.

But I'd now like to invite you on behalf of my fellow directors to join us for some refreshments. They're available at the back of the room. So just thank you all again for your attendance and your continuing participation and interest in our company and also to those of you online that have joined us today. I'm sorry, we can't feed you or put you on the bus, but hopefully, you've been able to enjoy the meeting.

So now [Foreign Language], I declare the meeting closed. Thank you very much, everybody.