South Port NZ Ltd – 2019 Notice of Annual Meeting

VOTE NOW!
2019 Annual Shareholders' Meeting
Friday, 8 November 2019
Vote by: Wednesday, 6 November 2019 11:OOam (NZT)
Dear Investor(s)
2019 Annual Shareholders' Meeting
The Annual Meeting of Shareholders of South Port New Zealand Limited will be
held in the South Port Board Room, Administration Building, Island Harbour,
Bluff on Friday, 8 November 2019 commencing at 11:00am (New Zealand time).
Notice of Meeting
The Notice of Meeting, setting out the business of the meeting and the explanatory
notes, can be viewed online at www.[URL].
Admission Card
The attached Proxy Form is your admission card and will assist with your
registration at the Annual Meeting. Should you wish to attend the Annual Meeting,
please read the attached instructions carefully as you will be required to give
advance notice of your attendance as well as bring photo ID with you. Please also
print and bring the Proxy Form with you.
Ways to Vote
1.Click on the Shareholder link below and enter your Authorisation Code (FIN) for
secure access:
JOHN SAMPLE
2.Complete and return the personalised Admission Card/Proxy Form attached.
3.Vote at the meeting - the attached Proxy Form is also your Admission Card, please
print and bring the form with you to assist with your registration at the meeting.
Port Security
Please note for those attending the meeting, not only will a Drivers 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 by phone (03) 212 6009 or
email khoyle@southport.co.nz. This is a mandatory requirement under the Maritime
Security Regulations.
Annual Report
The South Port New Zealand Limited (South Port) Annual Report for the year ended
30 June 2019 is nov11 available on our website
at https://southport.co.nz/assets/reports/FINAL_-_SP_Annual_Report_2019.pdf.
We look forward to seeing you at the meeting.
Thank you for your continued support.
Yours sincerely
Nigel Gear
Chief Executive
South Port New Zealand Limited

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Notice is hereby given that the 31st 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 Friday, 8 November 2019 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 2019.
2. DIRECTORS
To elect three Directors.
öMr P W Cory-Wright and Mrs C M Kearney retire
by rotation in accordance with the Company’s
Constitution.
öMr Cory-Wright and Mrs Kearney now offer
themselves for re- election to the Board of Directors.
öMr RGM Christie has duly elected to retire from
the Board of Directors and does not wish to be re-
elected.
öThe Company, in accordance with Clause 25 of the
Constitution and NZX Listing Rule 2.3.2 has received
a valid nomination from Ms N J Greer. Ms Greer now
offers herself for election to the Board of Directors.
öIn the Board’s opinion Mr Cory-Wright, Mrs Kearney
and Ms Greer 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. 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.
4. 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.
By order of the Board
NIGEL GEAR
Chief Executive
Dated at Bluff this 29th day of August 2019

PHILIP WADE CORY-WRIGHT
BCA, LLB (Hons), CFInstD
Mr Cory-Wright is a Company Director
and a Strategic Adviser based in
Auckland. He is inaugural Chairman
of Papa Rererangi i Puketapu (New
Plymouth Airport) and a Director
of Matariki Forests, the Local
Government Funding Agency and
Powerco. Mr Cory-Wright was
previously a member of the Local
Government Infrastructure Expert
Advisory Group. He has specialised
in infrastructure businesses and
recent roles include being acting
Chief Financial Officer of Restaurant
Brands, and an Adviser to Kordia,
Ballance Agri-Nutrients, Auckland
Airport, ACC and Higgins Group
Holdings.
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 Wednesday,
6 November 2019.
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
CLARE MARGARET KEARNEY
BAgSci, MProfStuds(Linc) CMInstD
Mrs Kearney’s background is in
Agriculture and Farm Business
Management Consulting. She is a
Justice of the Peace.
Mrs Kearney is Chairperson of Sport
Otago, the Waitaki Safer Community
Trust, interim Board member of NZ
Alpine Club and former Director
and Chair of Network Waitaki Ltd.
Mrs Kearney was the winner of the
Institute of Directors Otago Branch
Aspiring Director Award in 2014. In
recognition of this award Mrs Kearney
acted as an observer director to the
Dunedin City Holdings subsidiary
company Taieri Gorge Railway Ltd
during 2015.
NICOLA JEAN GREER
MCom (Hons)
Ms Greer is a Company Director
based in Queenstown. She is
currently a Director of New Zealand
Railways Corporation and Progressive
Commercial Ltd. Nicola was
previously a Director of Heartland
Bank Ltd.
Prior to her governance career,
Nicola had extensive experience
in NZ, Australia and the UK in the
banking and finance sector. This
encompassed a range of roles within
the financial markets and asset and
liability management at ANZ, Citibank,
and Goldman Sachs.
Nicola also has a significant
background in the New Zealand
commercial property market,
successfully developing and owning
commercial property across a variety
of sectors.

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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 Friday, 8 November 2019 at the 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, Wednesday, 6 November 2019. 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.

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 Friday, 8 November 2019 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 Philip Wade Cory-Wright be re-elected as a Director of the Company.
   
2.
That Mrs Clare Margaret Kearney be re-elected as a Director of the Company.
   
3.
That Ms Nicola Jean Greer be elected as a Director of the Company.
   
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 Wednesday,
6 November 2019. 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: