South Port NZ Ltd – 2018 Notice of Annual Meeting

Notice is hereby given that the 30th Annual Meeting of the shareholders of South Port New Zealand Limited will be held
in the South Port Board Room, Administration Building, Island Harbour, Bluff on Thursday, 25 October 2018 at 11.00 am.
Port Security - Please note for those attending the meeting, not only will a driver’s licence ID be required to be
presented at the security gate to gain access onto the South Port Island Harbour, but advance notice of the name/s of
people wishing to attend is to be relayed by contacting Kirsten Hoyle either by phone (03)212 6009 or email
khoyle@southport.co.nz. This is a mandatory requirement under the Maritime Security Regulations.
Notice of Annual Meeting
Business
1. FINANCIAL STATEMENTS
To receive and consider the Directors’ Report, the
Financial Statements, and the Auditor’s Report for the
year ended 30 June 2018.
2. DIRECTORS
To elect two Directors.
 Mr RGM Christie and Mr TM Foggo retire by rotation
in accordance with the Company’s Constitution.
Mr Christie and Mr Foggo now offer themselves for re-
election to the Board of Directors.
 In the Board’s opinion Mr Christie and Mr Foggo
would, if appointed as at the date of this Notice of
Meeting, each be an Independent Director of the
Company as defined in the NZX Listing Rules.
Director Profiles are included with the
Notice of Meeting
3. DIRECTORS’ FEES
To consider and if thought fit, resolve to increase the
maximum annual aggregate sum available for payment
to non-Executive Directors for each financial year
commencing 1 July from $270,000 to $278,100 (3%
increase), such sum to be divided between the non-
Executive Directors as they determine.
This resolution is pursuant to Listing Rule 3.5.1. In the
event of an increase in the total number of Directors
holding office, the Directors may without shareholder
approval, increase the total remuneration by such
an amount necessary to enable the Company to pay
the additional Director/Directors remuneration not
exceeding the average amount being paid to each of
the Company’s other non-executive Directors.
Pursuant to NZX Main Board Listing Rule 9.3.1, directors
and their Associated Persons (as defined in the NZX
Main Board Listing Rules) are precluded from voting
on the resolution. This does not however prevent
a director who has been appointed as a proxy or
voting representative by another person who is not
disqualified from voting, from voting in respect of the
shares held by that other person in accordance with
the express instructions (for, against or abstain) of that
other person.
4. AUDITORS
To authorise the Board to fix the auditor’s fees and
expenses.
Explanatory Note
The Office of the Controller and Auditor General
continues in office in accordance with Section 19 of
the Port Companies Act 1988 and Section 196 of the
Companies Act 1993.

RICHARD (RICK) GORDON MAXWELL
CHRISTIE
MSc (Hons), CFInstD, CRSNZ
Mr Christie is a Company Director based in Wellington.
He is currently Chairman of Service IQ, ikeGPS and
independent Chairman of NeSI. He is a Director of
powerHouse Ventures Ltd, Solnet Solutions Ltd and he
is a Trustee of the Victoria University Foundation. Prior
to becoming a professional Director, Mr Christie held a
number of government appointments and was a Chief
Executive of a number of companies in the private
sector. In 2011 he was made a Companion of the Royal
Society of New Zealand.
THOMAS MCCUISH FOGGO
Mr Foggo moved to semi-retirement from Sanford
Limited in late 2017. After 39 years in Senior
Management positions in the seafood industry and
holding a number of governance positions, his future
focus is to concentrate on professional governance
opportunities. Mr Foggo is also Chairman of Invercargill
Airport.
WWW.SOUTHPORT.CO.NZ
Island Harbour, PO Box 1, Bluff 9842, New Zealand
 +64 3 212 8159
 reception@southport.co.nz
 South Port NZ
Director Profiles
If you are unable to attend the meeting, please complete and return your enclosed Proxy Form to Link Market
Services Limited, in any manner as per the instructions on the reverse of the Proxy Form, not later than 11.00am on
Tuesday, 23 October 2018.
Alternatively you can appoint your proxy and vote online. To vote online please visit the Link Market Services
website at https://investorcentre.linkmarketservices.co.nz/voting/SPN. You will require your Shareholder Number
and Authorisation Code (FIN) to securely access the website. Follow the prompts to appoint your proxy and direct
your voting instructions.
Proxy Appointment
By order of the Board
LARA STEVENS
Finance Manager
Dated at Bluff this 28th day of August 2018
5. GENERAL BUSINESS
Questions from Shareholders at the Annual Meeting
The Company wants to provide comprehensive answers
to any questions you may wish to ask at the Annual
Meeting. Accordingly, we encourage you to send any
questions you wish to raise to email address
khoyle@southport.co.nz and we will then be in a better
position to answer these in greater detail when they
are raised at the meeting. However, not sending us
questions in advance will not in any way preclude you
from asking questions at the meeting.

---

LODGE YOUR PROXY
Online:
https://investorcentre.linkmarketservices.co.nz/voting/SPN
Scan & email:
meetings@linkmarketservices.co.nz
Fax: +64 9 375 5990




Scan this QR code with your smartphone and
vote online









Proxy Form / Admission Card

The Annual Meeting of South Port New Zealand Limited will be held at 11:00am on Thursday, 25 October 2018 at South Port Board Room,
South Port Administration Building, Island Harbour, Bluff. If you will attend the Meeting, please bring this Form to assist with your registration.
If you will not attend the Meeting but wish to be represented by proxy, please complete and return this Form (in accordance with the lodgment
instructions above) to South Port NZ’s share registry, Link Market Services, by no later than 11.00am, Tuesday, 23 October 2018.
You can also appoint your proxy and vote on the resolutions on the reverse of this Form online by going to
https://investorcentre.linkmarketservices.co.nz/voting/SPN or by scanning the QR code above with your smartphone.

Appointment of proxy

A shareholder entitled to attend and vote is entitled to appoint a proxy or, in the case of a corporate shareholder, a representative to attend and
vote instead of him/her and that proxy or representative need not also be a shareholder. The Chairman of the Meeting or any Director is willing
to act as a proxy for any shareholder who wishes to appoint him/her. To appoint the Chairman of the Meeting as your proxy simply print
“Chairman of the Meeting” in the space allocated on the reverse of this Form. If you do not appoint a proxy your Proxy Form will be invalid.
Your proxy need not also be a shareholder.

Voting of your holding
If you return this Form without directing the proxy how to vote on any particular matter, the proxy may vote as he/she thinks fit or abstain from
voting. If you make more than one election in respect of a resolution your vote will be invalid on that resolution.

Voting Restriction
Pursuant NZX Main Board Listing Rule 9.3.1, directors and their Associated Persons (as defined in the NZX Main Board Listing Rules) are
precluded from voting on resolution 3. This does not however prevent a director who has been appointed as a proxy or voting representative by
another person who is not disqualified from voting, from voting in respect of the shares held by that other person in accordance with the
express instructions (for, against or abstain) of that other person.

Attending the meeting

If you wish to vote in person, you should attend the Meeting. Please bring this Form with you to the Meeting to assist with your registration.
A corporation may appoint a person to attend and vote at the Meeting as its representative in the same manner as that in which it could appoint
a proxy. That person need not also be a shareholder.

Signing instructions for Proxy Forms

Individual
Where the holding is in one name, the shareholder must sign the Proxy Form.

Joint Holding
Where the holding is in more than one name, all of the joint shareholders must sign the Proxy Form.

Power of Attorney
If this Proxy Form has been signed under a power of attorney, a copy of the power of attorney under which it was signed (if not previously
provided to the Registrar), and a signed certificate of non-revocation of the power of attorney must accompany this Proxy Form.

Corporate Shareholder
In the case of a corporate shareholder, a duly authorised officer or director must sign this Proxy Form. Persons who sign on behalf of a
corporate shareholder must be acting with that corporate shareholder’s express or implied authority, or execute under the common seal of the
corporate shareholder (if it has one).


Mail:
Use the enclosed reply paid
envelope or address to:
Link Market Services Limited
PO Box 91976
Auckland 1142
Deliver:
Link Market Services
Level 11, Deloitte Centre
80 Queen Street,
Auckland 1010

PROXY/CORPORATE REPRESENTATIVE FORM
STEP 1: APPOINT A PROXY TO VOTE ON YOUR BEHALF
I/We being a shareholder/s of South Port New Zealand Limited hereby appoint:

Hereby appoint _______________________________________________of _____________________________________________
(full name of proxy) (full address)
Or failing that person _______________________________________________of _____________________________________________
(full name of proxy) (full address)
as my/our proxy to vote for me/us on my/our behalf at the Annual Meeting of the Company to be held on Thursday, 25 October 2018 at
11:00am and at any adjournment of that meeting.
STEP 2: ITEMS OF BUSINESS – PROXY VOTING INSTRUCTIONS
Complete this part if you have appointed a proxy above and you want to direct the proxy as to how the proxy should vote.
Please note: For each resolution you must tick one box. If you mark the abstain box for an item, you are directing your proxy not to vote on your
behalf on a show of hands or a poll and your votes will not be counted computing the required majority, for that item
ORDINARY BUSINESS
To consider and, if thought fit, pass the following ordinary resolutions:

Tick () in box to vote

For Against Abstain Discretion
1. That Mr Richard (Rick) Gordon Maxwell Christie be re-elected as a Director of the
Company.
   
2. That Mr Thomas McCuish Foggo be re-elected as a Director of the Company.
   
3. That the maximum annual aggregate sum available for payment to non-Executive
Directors for each financial year commencing 1 July, be increased from $270,000 to
$278,100 (3% increase), such sum to be divided between the non-executive Directors
as they determine.
   
4. To authorise the Board to fix the auditor’s fees and expenses.
   
and to vote on any resolutions to amend any of the resolutions, on any resolution so amended, and on any other resolution proposed at the meeting
(or any adjournment thereof). Unless otherwise instructed as above, the proxy will vote on each resolution as he/she sees fit, or may abstain from
voting. The proxy is appointed only in respect of the above meeting or any adjournment thereof.

STEP 3: SHAREHOLDER QUESTIONS
Shareholders present at the Annual Meeting will have the opportunity to ask questions during the meeting. If you cannot attend the Annual
Meeting but would like to ask a question you can submit a question online by going to
https://investorcentre.linkmarketservices.co.nz/voting/SPN and completing the online validation process OR complete the question section
below and return to Link Market Services in the reply paid envelope enclosed. Questions will need to be submitted by Friday,
19 October 2018. The Board will address and answer questions at the Annual Meeting.


STEP 4: SIGN: SIGNATURE OF SECURITY HOLDER(S)
This section must be completed
Security Holder 1 Security Holder 2 Security Holder 3

or duly authorised officer or attorney or duly authorised officer or attorney or duly authorised officer or attorney
Contact Name ___________________________________________ Contact Daytime Telephone _______________________ Date ____________
Electronic Investor Communications: If you received the Notice of Meeting and Proxy Form by mail and wish to receive your future investor
communications by email please provide your email address below.
Question: