2021 Notice of Annual Meeting

Yours sincerely

Nigel Gear
Chief Executive
South Port New Zealand Limited
2021 Annual Shareholders’ Meeting
Friday, 29 October 2021 at 11:00am

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Notice of
Annual Meeting
FRIDAY 29 OCTOBER 2021

Notice is hereby given that the 33rd Annual Shareholders’ Meeting of South Port New Zealand
Limited (NZBN 9429039452528) will be held in the South Port Board Room, Administration
Building, Island Harbour, Bluff on Friday, 29 October 2021 commencing at 11:00 am (NZST).
5:00PM, WEDNESDAY (NZST)
27 October 2021
Record date for voting
entitlements for the Annual
Shareholders’ Meeting
COVID-19 Implications
The Company is closely monitoring the situation in
New Zealand with regard to COVID-19. It is intended
to hold the meeting as an in person only meeting,
but in the event of any significant developments, the
Company may, in its sole discretion, alter the format of
the 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
The meeting will be recorded and the recording made
available on our website at the conclusion of the meeting
- www.southport.co.nz
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
Justine Solomon either by phone (03)212 6009 or
email jsolomon@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 2021 as contained in the
Company’s 2021 Annual Report.
D. RESOLUTIONS
To consider and, if thought appropriate, pass the
following ordinary resolutions.
RE-ELECTION OF DIRECTORS
Mr T M Foggo and Ms N J Greer retire by rotation in
accordance with the Company’s Constitution.
Mr Foggo has duly elected to retire from the Board of
Directors and does not wish to be re-elected.
1. Ms Nicola Greer now offers herself for re-election to
the Board of Directors.
2. The Company, in accordance with Clause 65 of
the Constitution and NZX Listing Rule 3.3.5, has
received a valid nomination from Mrs Michelle Anne
Henderson. Mrs Henderson now offers herself for
election to the Board of Directors.

(See Explanatory Note 1)
AUDITORS
3. That the Directors be authorised to fix the fees and
expenses of the audit firm who acts 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 $289,500 to $333,000, an
increase of $43,500 (15%), such sum to be divided
between the non-Executive Directors as they
determine.

(See Explanatory Note 3)
11:00AM, WEDNESDAY (NZST)
27 October 2021
Latest time for receipt of
postal votes and proxies
11:00AM, FRIDAY (NZST)
29 October 2021
Annual Shareholders’ Meeting
Important Dates

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
jsolomon@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 2021
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 Wednesday, 27 October 2021
(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.
Postal voting prior to the meeting
Shareholders may directly cast a vote prior to the
meeting 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.
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, Wednesday,
27 October 2021 (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.
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 (1)-(3). The Chair will not be able to vote on
any discretionary proxies in respect of Resolution (4).
To appoint a proxy, 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. 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 Wednesday, 27 October 2021 (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 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 T Foggo and Ms N Greer are the Directors retiring
in 2021. Mr Foggo has duly elected to retire from the
Board of Directors and does not wish to be re-elected.
Ms Greer, being eligible, offers herself for re-election
and does so with the support of the Board, having
considered the tenure, contribution to the Board,
attendance, experience, other commitments and
positions, and performance generally.
The Company, in accordance with Clause 65 of the
Constitution and NZX Listing Rule 3.3.5, has received a
valid nomination from Mrs Michelle Anne Henderson.
Mrs Henderson now offers herself for election to the
Board of Directors.
Explanatory Notes
Background
The setting of Directors’ Remuneration is guided by the
Company’s Director and Executive Remuneration Policy.
Although that Policy says that “fees payable are reviewed
each year by the Board in accordance with the principles
of the policy”, the Board has an informal policy of
reviewing Directors’ Remuneration on a two-yearly basis.
EXPLANATORY NOTE 3
DIRECTORS’ REMUNERATION
The Company is seeking shareholder approval for an
increase in directors’ remuneration effective from
1 July 2021 to a total remuneration pool of $333,000.
In support of this request the following explanation is
provided to shareholders.
EXPLANATORY NOTE 2
AUDITOR’S REMUNERATION
The Office of the Controller and Auditor General (OAG)
continues in office in accordance with Section 19 of
the Port Companies Act 1988 and Section 207S of the
Companies Act 1993. OAG has advised that they are
changing the audit firm who acts as their Agent for the
Group’s audit, however they are yet to advise which firm
will be acting on their behalf.
DIRECTOR PROFILES
Nicola Greer
MCom(Hons)
Ms Greer is a Company
Director based in Queenstown.
She is currently a Director of
Airways Corporation, Fidelity
Life Assurance Ltd, New
Zealand Railways Corporation
and a member of the NZ
Markets Disciplinary Tribunal.
She is also a shareholder
and Director in a privately
owned commercial property
investment and development
company.
Prior to her governance career,
Nicola had extensive experience
in NZ, Australia and the UK
in the banking and finance
sectors. This encompassed
a range of roles within the
financial markets and assets
and liability management at
ANZ, Citibank and Goldman
Sachs.
Michelle Henderson
BE (Hons), CMInstD
Michelle is a full time
Independent Director.
She brings engineering
expertise and broad business
understanding to the board
room. Michelle brings a
passion for process innovation,
sustainable business outcomes
and safety. As a digital native,
Michelle brings a thought
provoking generational
perspective to the board room.
Michelle is on the Board of
Meridian Energy and Fulton
Hogan. She is also a Board
Member of Cycling New
Zealand Incorporated and a
Trustee of Youthline Southland.
Her last executive role was
Chief Operating Officer
of PowerNet, leading the
operational division. Michelle
was recognised as the NZ
Safeguard Business Leaders’
Health and Safety Forum
Leader of the Year in 2019.
Based In Invercargill, Michelle
is a former executive of Rio
Tinto, both in New Zealand and
Australia.

Basis for the Increase
While the percentage increase in the fees sought is
higher than previous years, there are several factors
which support the request which are now set out.
85,000 147,250 162,000 110,000 127,000
49,600 85,313 81,500 85,000 70,000
Chair
Director
South Port
Proposed Fees
All NZX Listed Companies MedianNZX Listed Companies Market
Capitalisation $100.1 – 200M Median
In recent years the Company has been focused on a
maintenance capex programme in line with our Asset
Management Plan which is aimed at ensuring that our
wharves and associated infrastructure remain resilient
and fit for purpose. During this period, the Company has
had sustained profit growth which has enabled elevated
levels of maintenance expenditure to be met while at the
same time maintaining the dividend at an all time high of
26 cents per share, increasing this year to 27 cents.
In the near term, the Company has announced several
capital projects which will both future proof and grow
the Company’s earnings. These projects include the
new tug arriving in September ($10M), upgrade of the
Town Wharf for fuel and bitumen supplies for which
construction has commenced ($11M) and the recently
announced channel deepening project, subject to
consent approval. The successful completion of these
projects and ensuring that the Company achieves the
targeted returns on the investment will be a priority for
the Board over the coming years. It is expected that the
workload and responsibility undertaken by the Board
will be increased accordingly, along with added value for
shareholders.
Quite apart from increased workload associated with
this capex, the Board’s workload has increased in the
last several years due to a number of factors, including,
increased due diligence obligations of directors
under the Health and Safety at Work Act, challenging
insurance market because of New Zealand’s increased
seismic risk, increased reporting obligations responding
to climate change initiatives, and increased risk
mitigation measures for cyber risk.
Clause 3 of the Director and Executive Remuneration
Policy sets out the guiding principles for the
remuneration of Directors and executive. Clause 3.1
records:
“SPNZ’s policy on remuneration
position is that remuneration will be
at market median level.”
The Company has participated in the Institute of
Directors (IOD) and EY Directors’ Fees survey in 2020
and 2021.
Using the data from these Reports, set out below is a
table showing fees paid to Chair and Directors for all
listed companies and also for listed companies with a
market cap of between $100.1M and $200M. Based on a
share price of $8.50, South Port’s market capitalisation
exceeds $220M.
Proposed Increase
The Board has resolved to seek an increase in the
total Directors’ pool to $333,000, which is an increase
of $43,500 (15%) on the current pool of $289,500. If
approved it is proposed to allocate the pool as follows:
Chair $85,000
Directors $49,600 each
The larger increases in Directors’ fees which occurred in
2012 and 2016 were based on the annual PWC Directors’
Fees Report in which South Port participated. The
increases in the intervening years have been based on
the movement in the CPI.
The Board had been proposing to seek an increase in
Directors’ fees last year (2020) to reset to market levels,
but it was recognised that with the challenges and
uncertainty presented by COVID-19 it was preferable to
defer the review until this year.
2011 $50,400 $29,000 $195,400
2012 $57,000 $34,500 $230,000 17.7%
2014 $59,837 $35,137 $235,520 2.4%
2016 $70,000 $40,000 $270,000 14.7%
2018 $72,100 $41,200 $278,100 3%
2020 $74,875 $42,925 $289,500 4.1%
YearChairDirectorTotal Pool
Percentage
Increase
2021 2020 2021 2020
Set out below is a table showing the increases in
Directors’ fees since 2011:

Island Harbour, PO Box 1,
Bluff 9842, New Zealand
 +64 3 212 8159
 reception@southport.co.nz
  South Port NZ
www.southport.co.nz
Printed on 100% recycled paper
The fees that are proposed for Chair at $85,000 and
Director at $49,600 are below the median in each
category.
South Port is required by its Code of Corporate
Governance to have an Audit and Risk Committee with a
separate Chair. Following the introduction of the Health
and Safety at Work Act in 2015, we also established a
Health and Safety Panel which consists of the full Board,
members of the Leadership Team responsible for health
and safety and two staff representatives. This Panel also
has a separate Chair.
The IOD/EY Report recorded remuneration for
committee appointments. The median remuneration
for the Audit and Risk and Finance Committee Chair is
$11,300 and for Health and Safety $5,000.
At present the Chair of these two Board Committees are
not separately remunerated and that will continue to be
the case under proposed allocation of the fees pool.
The Company has been fortunate in the past to have
been able to retain and recruit quality directors both in
terms of experience and capability. In order to continue
to be able to do so, the Company must be able to offer
fees that are competitive, reasonably reflect the market
and fairly compensate directors for the role. The Board’s
view is that the current level of Directors’ fees has fallen
well below market levels. The proposed increase will
go some way towards correcting that, but more regular
increases may need to be considered in the future. In
the meantime, the Board would be grateful for our
shareholders’ support for the proposed increase.
In accordance with NZX Listing Rule 6.3.1, no non-
Executive Director or their associated persons (as
defined under the NZX Listing Rules) may vote on this
resolution, unless casting votes under an express proxy
of a person who is not disqualified from voting.
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.

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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 33rd Annual Shareholders’ Meeting of South Port New Zealand Limited (NZBN 9429039452528) will be in person at South Port Board Room,
South Port Administration Building, Island Harbour, Bluff on Friday, 29 October 2021 commencing at 11:00am (NZST).
For your postal vote or proxy to be effective it must be lodged with Link Market Services by no later than 11:00am, Wednesday, 27 October 2021 (NZST).
PORT SECURITY
Please note for those attending the meeting in person, 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 Justine Solomon either
by phone (03) 212 6009 or email jsolomon@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. It is intended to hold the meeting as an in-person only
meeting, but in the event of any significant developments, the Company may, in its sole discretion, alter the format of the 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
The meeting will be recorded and the recording made available on our
website at the conclusion of the meeting - www.southport.co.nz
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.


You can also appoint your proxy online by going to
https://investorcentre.linkmarketservices.co.nz/voting/SPN
POSTAL VOTE
2. 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.
3. 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.
4. 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.
5. 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
6. 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 online, or the Voting Form may be completed and mailed,
delivered or scanned and emailed in accordance with the instructions
above in the box headed “Lodge your Proxy”.
7. 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 8 of this Voting Form.
8. 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.
9. 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.
10. 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
11. 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).
12. 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.
Notes
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
General Enquiries: +64 9 375 5998 | meetings@linkmarketservices.com
By hand:
Link Market Services

Level 30, PWC Tower
15 Customs Street West
Auckland 1010

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 Friday, 29 October 2021 (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 Ms Nicola Jean Greer be re-elected as a Director of the Company.
2. That Mrs Michelle Anne Henderson be elected as a Director of the Company.
3. That the Directors be authorised to fix the fees and expenses of the audit firm who acts 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 $289,500 to
$333,000 (15% increase) such sum to be divided between the non-Executive Directors as they
determine.
For
Against
AbstainDiscretion
Please refer to the Notice of Annual Shareholders’ Meeting 2021 for the explanatory notes to 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 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 Wednesday, 27 October 2021 (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 2021

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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