2020 Notice of Annual Meeting

Yours sincerely

Nigel Gear
Chief Executive
South Port New Zealand Limited
2020 Annual Shareholders’ Meeting
Thursday, 29 October 2020 at 11:00am

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Notice is hereby given that the 32nd Annual Shareholders’ Meeting of South Port New Zealand
Limited (NZBN 9429039452528) will be held online at www.virtualmeeting.co.nz/SPN20 and in
person in the South Port Board Room, Administration Building, Island Harbour, Bluff on Thursday,
29 October 2020 commencing at 11:00 am (NZST).
Notice of Annual Meeting
IMPORTANT DATES
5:00PM, TUESDAY (NZST)
27 OCTOBER 2020
Record date for voting
entitlements for the Annual
Shareholders’ Meeting
11:00AM, TUESDAY (NZST)
27 OCTOBER 2020
Latest time for receipt of
postal votes and proxies
11:00AM, THURSDAY (NZST)
29 OCTOBER 2020
Annual Shareholders’ Meeting
COVID-19 IMPLICATIONS
The Company is closely monitoring the situation in New
Zealand with regard to Covid-19. In the event of any
significant developments, the Company may, in its sole
discretion, elect to hold the Annual Shareholders’ Meeting
as an online only meeting if it considers there are potential
risks to the health of meeting attendees or if an in-person
meeting is prohibited by law. In such circumstances, the
Company will provide shareholders with as much notice as
is reasonably practicable by way of an announcement on
the NZX and on the Company’s website at
www.southport.co.nz/about-us-and-our-people/investors-
centre/media-releases
PORT SECURITY
Please note for those attending the meeting in person,
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 Nicole Hodson either by phone (03)212 6009 or
email nhodson@southport.co.nz. This is a mandatory
requirement under the Maritime Security Regulations.
BUSINESS
A. CHAIR’S ADDRESS
B. CHIEF EXECUTIVE’S REVIEW
C. FINANCIAL STATEMENTS
To receive and consider the Directors’ Report, the
Financial Statements and the Auditor’s Report for the
year ended 30 June 2020 as contained in the Company’s
2020 Annual Report.
D. RESOLUTIONS
To consider and, if thought appropriate, pass the
following ordinary resolutions.
RE-ELECTION OF DIRECTORS
1. That Mr Rex Chapman be re-elected as a Director of the
Company.
2. That Mr Jeremy McClean be re-elected as a Director of
the Company.
(See Explanatory Note 1)
AUDITORS
3. That the Directors be authorised to fix the fees and
expenses of Crowe as Agent for the Controller and
Auditor General.
(See Explanatory Note 2)
DIRECTORS’ REMUNERATION
4. To consider and if thought fit, resolve to increase the
maximum aggregate sum available for payment to non-
Executive Directors for each financial year commencing
1 July from $278,100 to $289,500 (4.1% increase), such
sum to be divided between the non-Executive Directors
as they determine.
(See Explanatory Note 3)

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
Shareholders’ Meeting. Accordingly, we encourage you
to send any questions you wish to raise to email address
nhodson@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
LARA STEVENS
Finance Manager
Dated at Bluff this 22nd day of September 2020
PROCEDURAL NOTES
PERSONS ENTITLED TO VOTE
The persons who will be entitled to vote on the resolutions
at the Annual Shareholders’ Meeting are those persons
who will be the shareholders of the Company at 11:00am on
Tuesday, 27 October 2020 (NZST).
CASTING A VOTE
The voting form enclosed with this notice allows you, or
your proxy, to vote for or against, or abstain from, each
of the resolutions. Votes may be cast in any one of the
following ways:
MEETING ATTENDANCE
Attending in person:
Shareholders present at the Annual Shareholders’
Meeting in person may cast their votes at the meeting.
Download the “LinkVote” App available at the App Store
or Google Play Store to vote at the meeting using your
Apple or Android phone. Further detailed instructions will
be provided on the day of the meeting. Alternatively, if
you prefer to vote using a paper card, this option will be
available.
Attending online:
To attend the meeting online please go to
www.virtualmeeting.co.nz/SPN20. Shareholders attending
online will be able to vote and ask questions during the
Annual Shareholders’ Meeting. More information regarding
virtual attendance at the Annual Meeting (including how
to vote and ask questions virtually during the meeting) is
available in the Virtual Annual Meeting Online Portal Guide
available at www.bcast.linkinvestorservices.co.nz/generic/
docs/OnlinePortalGuide.pdf.
Online and postal voting prior to the meeting
Shareholders may directly cast a vote prior to the meeting
online at vote.linkmarketservices.com/SPN/ or by post by
completing and lodging the enclosed voting form with the
share registrar, Link Market Services Limited at
PO Box 91976, Auckland 1142, New Zealand, in accordance
with the instructions set out on the form.
In either case, the vote must reach Link Market Services
Limited not later than 48 hours before the time of the
holding of the meeting (i.e. before 11:00am, Tuesday,
27 October 2020 (NZST)). The Board has authorised Link
Market services to receive and count postal votes.
Proxy
Shareholders may appoint a proxy to attend the Annual
Shareholders’ Meeting and vote in their place.
A body corporate which is a shareholder may appoint a
representative to attend on its behalf in the same manner
as that in which it could appoint a proxy.
02NOTICE OF ANNUAL MEETING 2020

A proxy need not be a shareholder of the Company.
A shareholder who wishes to do so may appoint the
Chair of the Meeting to act as proxy.
A proxy will vote as directed in the Proxy Form or, if
voting is left to the proxy’s discretion, then the proxy
will decide how to vote on the resolutions (subject to
the comments under “Voting Restrictions” below). If
the Chair is appointed as proxy and the voting is left
to his discretion, the Chair intends to vote in favour of
each of Resolutions (2) and (3). The Chair will not be
able to vote on any discretionary proxies in respect of
Resolution (4).
To appoint a proxy, go online to www.investorcentre.
linkmarketservices.co.nz/voting/SPN or complete
and lodge the enclosed voting form with the share
registrar, Link Market Services Limited, in accordance
with the instructions set out on the form. In either
case the proxy must be received not later than
48 hours before the time of the holding of the meeting
(i.e. before 11:00am on Tuesday, 27 October 2020
(NZST)).
VOTING RESTRICTIONS
The Company will disregard any votes cast in favour
of Resolution (4) by any Director of the Company and
any of his or her associated persons (in each case the
term “associated persons” is as defined in the NZX
Listing Rules).
The Company need not disregard a vote cast in favour
of Resolution (4) if it is cast by Rex Chapman as proxy
for a person who is entitled to vote, in accordance
with an express direction on the proxy form.
RESOLUTIONS
All the Resolutions contained in this Notice of
Meeting must be passed by an ordinary resolution of
shareholders, i.e. by a simple majority of the votes of
those shareholders entitled to vote and voting on the
resolutions in person or by proxy.
EXPLANATORY NOTES
EXPLANATORY NOTE 1
RE-ELECTION OF DIRECTORS
Under NZX Listing Rule 2.7, a Director must not hold
office (without re-election) past the third annual meeting
following the Director’s appointment or three years,
whichever is the longer.
Mr R Chapman and Mr J McClean are the Directors retiring
in 2020. Being eligible, both Mr Chapman and Mr McClean
offer themselves for re-election.
Both Mr Chapman and Mr McClean stand for re-election
and do so with the support of the Board, having considered
the tenure, contribution to the Board, attendance,
experience, other commitments and positions, and
performance generally.
DIRECTOR PROFILES
REX CHAPMAN LLB, CMinstD
Mr Chapman is a Senior Partner
in Southland/Queenstown Law
Firm Cruickshank Pryde based in
Invercargill. He has been in legal
practice in Invercargill for 39 years.
Mr Chapman’s practice covers
a wide range of legal services
including commercial and company
law, litigation, dispute resolution
and resource management. He is
also a member of the Southland
Aquaculture Working Group
established to promote and support
the development of sustainable
aquaculture in Southland.
JEREMY McCLEAN BCom, CA, MInstD
Mr McClean is a Chartered
Accountant with nearly 40 years of
public practice in the southern region.
He is a Principal in Invercargill
accounting firm Malloch McClean,
holds a Public Practice Certificate
with Chartered Accountants Australia
New Zealand and is a Justice of
the Peace. Mr McClean provides
strategic, succession, tax advisory
and governance services to a
significant portfolio of local agri and
commercial businesses. He also
enjoys mentoring young business
leaders to grow smarter better
businesses that balance the needs of
work, family and the community.
032020 NOTICE OF ANNUAL MEETING

WWW.SOUTHPORT.CO.NZ
Remuneration of Directors
Directors’ remuneration for the
12 month period ended 30 June 2020 was as follows:
R Chapman $72,100
R Christie $13,733
P Cory-Wright $41,200
N Greer $27,467
T Foggo $41,200
C Kearney $41,200
J McClean $41,200
EXPLANATORY NOTE 3
DIRECTORS’ REMUNERATION
Current Director Fees
Fees paid to the Company’s non-executive Directors
for the year ended 30 June 2020 totalled NZ$278,100. A
break-down of the fees paid to Directors for Board and
Committee membership is set out below:
Island Harbour, PO Box 1, Bluff 9842, New Zealand
 +64 3 212 8159
 reception@southport.co.nz
South Port NZ
No other benefits have been provided by the Company to
a Director or in any other capacity. No loans have been
made by the Company to a Director nor has the Company
guaranteed any debts incurred by a Director.
Shareholders last approved an increase in total annual
remuneration for the Company’s non-executive Directors
in October 2018.
Proposed increase to the Director Fee pool
When the fees were last reviewed, it was noted that a
2018 report from the Institute of Directors and Ernst &
Young recorded that median directors’ fees at that time
were $45,000. The median fees will have increased further
since then. Based on this, it is apparent that our current
director remuneration is at the very least about 10% below
the median. It is important that the Company is able to
continue to attract and retain quality directors and in
order to do so, the Company must offer fair remuneration
commensurate with the skills and experience required
for the role. The Board seeks an adjustment to Director
remuneration based on CPI movement only for the period
since the last increase.
Additional to note
Pursuant to Listing Rule 2.11.3. 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.
EXPLANATORY NOTES
CONT.
EXPLANATORY NOTE 2
AUDITOR’S REMUNERATION
The Office of the Controller and Auditor General continues
in office in accordance with Section 19 of the Port
Companies Act 1988 and Section 207S of the Companies
Act 1993.
04NOTICE OF ANNUAL MEETING 2020

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Go online to https://investorcentre.linkmarketservices.co.nz/voting/SPN to cast your vote or appoint your proxy OR turn over to complete the form.
PROXY FORM / VOTING FORM
SOUTH PORT NEW ZEALAND LIMITED ANNUAL SHAREHOLDERS’ MEETING PROXY/VOTING FORM
The 32nd Annual Shareholders’ Meeting of South Port New Zealand Limited (NZBN 9429039452528) will be held online at www.virtualmeeting.co.nz/SPN20
and in person at South Port Board Room, South Port Administration Building, Island Harbour, Bluff on Thursday, 29 October 2020 commencing at 11:00am
(NZST). To attend online via the above link, you will require your Holder Number for verification purposes.
For your postal vote or proxy to be effective it must be lodged with Link Market Services by no later than 11:00am, Tuesday, 27 October 2020 (NZST).
Port Security
Please note for those attending the meeting in person, 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 Nicole Hodson either by phone

(03) 212 6009 or email nhodson@southport.co.nz. This is a mandatory requirement under the Maritime Security Regulations.
Covid-19 Implications
The Company is closely monitoring the situation in New Zealand with regard to Covid-19. In the event of any significant developments, the Company may, in
its sole discretion, elect to hold the Annual Shareholders’ Meeting as an online only meeting if it considers there are potential risks to the health of meeting
attendees or if an in person meeting is prohibited by law. In such circumstances, the Company will provide shareholders with as much notice as reasonably
practicable by way of an announcement on the NZX and on the Company’s website at www.southport.co.nz/about-us-and-our-people/investors-centre/
media-releases
Attending the Meeting
1. If you propose to ATTEND the Annual Shareholders’ Meeting in person
please bring this Voting Form to the meeting to assist with your
registration. All shareholders must register with Link Market Services
prior to entering the meeting room. If you wish to vote using your mobile
phone, please download the “LinkVote” App prior to the meeting on the
Apple Store or Google Play Store. Shareholders who prefer to vote using
a voting card will still be able to do so.
2. Shareholders attending and participating in the Annual Meeting
virtually via www.virtualmeeting.co.nz/SPN20 will be able to vote and
ask questions during the Annual Meeting. More information regarding
virtual meeting attendance at the Annual Meeting (including how to
vote and ask questions virtually during the Meeting) is available in the
Virtual Annual Meeting Online Portal Guide available at www.bcast.
linkinvestorservices.co.nz/generic/docs/OnlinePortalGuide.pdf.
Postal Vote
3. If you are entitled to attend and vote at the Annual Shareholders’
Meeting you are entitled to vote by postal vote. The Company Secretary
has been authorised by the Board to receive and count postal votes at
the Annual Meeting.
4. You can cast your postal vote by one of the methods listed above in the
box headed “Lodge your Proxy”. If you return your postal vote without
indicating how you wish to vote, or your indication on how to vote is
unclear on any resolution, you will be deemed to have abstained from
voting on that resolution.
5. If you complete the postal vote section and also appoint a proxy then
your postal vote will be cast and your proxy appointment will not be
counted.
6. If this Voting Form is returned duly signed by a shareholder with voting
instructions completed, but without indicating that it is a postal vote,
and a proxy has not been appointed, it will be deemed to be a postal vote.
Proxy Appointment
7. If you are a shareholder entitled to attend and vote at the Annual
Shareholders’ Meeting you are entitled to appoint a proxy or, in the case
of a corporate shareholder, a representative to attend and vote instead
of you. A proxy may be appointed by completing this Voting Form on-line,
or the Voting Form may be completed and mailed, delivered, faxed or
scanned and emailed in accordance with the instructions above in the
box headed “Lodge your Proxy”.
NOTES
8. A proxy can be any person of your choice and does not have to be a
shareholder of South Port New Zealand Limited. If you wish you can
appoint the Chair of the Meeting as your proxy. The Chair will vote
in accordance with your instructions, or, failing your instructions, in
accordance with the terms set out in Note 9 of this Voting Form.
9. If you tick the box “discretion” on any resolution, you are directing your
proxy or representative to decide how to vote on that resolution on your
behalf. If you tick the “abstain” box on any resolution, you are directing
your proxy or representative not to vote on that resolution, or if you
tick more than one box in relation to any resolution, the vote on that
resolution will be treated as “discretion” and your proxy will exercise his/
her discretion as to whether to vote and, if so, how. The Chair intends to
vote discretionary proxies in favour of Resolutions. The Chair is not able
to vote any discretionary proxies in respect of Resolution 4.
10. This Voting Form must be signed by you or your attorney, duly authorised
in writing. In the case of a joint shareholder, this form must be signed by
each of the joint shareholders (or their duly authorised attorney). In the
case of a corporate shareholder, this Voting Form must be signed by a
director or a duly authorised officer acting under the express or implied
authority of the corporate shareholder, or an attorney duly authorised by
the corporate shareholder.
11. If this Voting Form is signed under a power of attorney, a certificate of
non-revocation must be completed and a copy of the power of attorney
certified by a Solicitor, Justice of the Peace or Notary Public provided to
Link Market Services Limited, unless it has already been noted by the
Company or Link Market Services Limited.
Voting Restrictions
12. The Company will disregard any votes cast in favour of Resolution 4 by
any Director and any of his or her associated persons (in each case the
term associated persons is as defined in the NZX Listing Rules).
13. The Company need not disregard a vote cast in favour of Resolution 4 by
a person referred to in paragraph 12 if that vote is cast by that person as
proxy for a person who is entitled to vote, in accordance with an express
discretion on the Voting Form.
LODGE YOUR PROXY
Online: https://investorcentre.linkmarketservices.co.nz/voting/SPN
Scan & Email: meetings@linkmarketservices.com

(Please use ‘SPN Proxy Form’ as the subject for easy identification)
Mail: Use the enclosed reply

paid envelope or address to:
Link Market Services Limited

PO Box 91976
Victoria Street West
Auckland 1142
By Fax: +64 9 375 5990
General Enquiries: +64 9 375 5998 | meetings@linkmarketservices.com
By hand:
Link Market Services

Level 11, Deloitte Centre
80 Queen Street

Auckland, New Zealand
SCAN THIS QR CODE WITH YOUR
SMARTPHONE AND VOTE ONLINE

SECTION 1
Choose to vote by postal vote or appoint a proxy to vote on your behalf
POSTAL VOTING
 I wish to vote by postal vote (please tick the box). My voting intention is indicated in the resolution section below.
APPOINT A PROXY TO VOTE ON YOUR BEHALF
I/We being a shareholder(s) of South Port New Zealand Limited hereby appoint:
(full name of proxy) (email)

Or failing that person:
(full name of proxy) (email)
as my/our proxy to vote for me/us on my/our behalf as directed below, and on any other matters put to the Annual Shareholders’ Meeting of South
Port New Zealand Limited to be held at 11:00am on Thursday, 29 October 2020 (NZST), or at any adjournment of that meeting. Unless otherwise
instructed as below, my/our proxy may vote as he/she thinks fit.
SECTION 2
Voting Instructions
This form is to be used to vote as follows on the following resolutions:
Tick () in box to record your vote
BUSINESS
1. That Mr Rex Thomas Chapman be re-elected as a Director of the Company.
2. That Mr Jeremy James McClean be re-elected as a Director of the Company.
3. That the Directors be authorised to fix the fees and expenses of Crowe as Agent for the Controller and
Auditor General.
4. To consider and if thought fit, resolve to increase the maximum aggregate sum available for payment
to non-Executive Directors for each financial year commencing 1 July from $278,100 to $289,500 (4.1%
increase), such sum to be divided between the non-Executive Directors as they determine.
ForAgainstAbstainDiscretion
Please refer to the Notice of Annual Shareholders’ Meeting 2020 for the explanatory notes accompany the resolutions above.
SECTION 3
Shareholder Questions
Shareholders present at the Annual Shareholders’ 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 11:00am Tuesday, 27 October 2020 (NZST). The Board will also address and answer questions at the

Annual Shareholders’ Meeting.
QUESTION:
AUTHORISATION
Signature of Security Holder(s).This section must be completed.
Contact details Signed on this day of 2020

Signature/s
(Daytime phone number)
(All shareholders must sign)
 Please tick here if you would like to receive communications
electronically – please provide your email address or email
operations@linkmarketservices.co.nz to receive shareholder
communications electronically.
Email
(Day) (Month)
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