2022 Notice of Annual Meeting

Yours sincerely

Nigel Gear
Chief Executive
South Port New Zealand Limited
2022 Annual Shareholders’ Meeting
Tuesday, 1 November 2022 at 11:00am

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Notice of
Annual Meeting
Tuesday 1 November 2022

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 the following 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 2022
Notice is hereby given that the 34th 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 Tuesday, 1 November 2022 commencing at 11:00 am (NZST).
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 advanced 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 2022 as contained in the Company’s
2022 Annual Report.
D. RESOLUTIONS
To consider and, if thought appropriate, pass the
following ordinary resolutions.
RE-ELECTION OF DIRECTORS
Mr P Cory-Wright and Mrs C Kearney retire by rotation
in accordance with the Company’s Constitution.
1. Mr Cory-Wright now offers himself for re-election to
the Board of Directors.
2. Mrs Kearney now offers herself for re-election to the
Board of Directors.
Mr McClean has elected to retire from the Board of
Directors.
3. The Company, in accordance with Clause 25 of the
Constitution and NZX Listing Rule 2.3.1, has received
a valid nomination from Mr John Schol. Mr John
Schol now offers himself for election to the Board of
Directors.
(See Explanatory Note 1)
AUDITOR’S REMUNERATION
4. That the Directors be authorised to fix the fees and
expenses of Deloitte Limited who acts as Agent for the
Controller and Auditor General.
(See Explanatory Note 2)
DIRECTORS’ REMUNERATION
5. 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 $333,000 to $400,000, an
increase of $67,000 such sum to be divided between
the non-Executive Directors as they determine.
(See Explanatory Note 3)
28 OCTOBER 2022 5:00pm, Friday (NZST)
Record date for voting entitlements for the Annual
Shareholders’ Meeting
28 OCTOBER 2022 11:00am, Friday (NZST)
Latest time for receipt of postal votes and proxies
1 NOVEMBER 2022 11:00am, Tuesday (NZST)
Annual Shareholders’ Meeting
Important Dates

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 Friday, 28
October 2022 (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.
Attending online:
To attend the meeting online, please use the following link:
https://bit.ly/SPAnnualMeeting2022. Shareholders attending
online will not be able to vote online, however will be able
to ask questions virtually during the Annual Shareholders’
Meeting.
The meeting will be recorded and the recording made
available on our website at the conclusion of the meeting –
www.southport.co.nz
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 two working days before the time of the holding of
the meeting (i.e. before 11:00am, Friday, 28 October 2022
(NZST)). The Board has authorised Link Market Services
Limited 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)-(4). The Chair will
not be able to vote on any discretionary proxies in respect of
Resolution (5).
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 two working days
before the time of the holding of the meeting (i.e. before
11:00am on Friday, 28 October 2022 (NZST)).
VOTING RESTRICTIONS
The Company will disregard any votes cast in favour of
Resolution (5) 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 (5) 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.

Directors Profiles
Philip 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, New Zealand Local
Government Funding Agency, Powerco
and New Zealand Windfarms. Mr Cory-
Wright was previously a member of the
Local Government Infrastructure Expert
Advisory Group.
Clare Kearney
BAgSci, MProfStuds, GradDipArts(Phil), CFInstD
Mrs Kearney’s background is in
Agriculture and Farm Business
Management Consulting. She is a
Judicial Justice of the Peace. Mrs
Kearney is President of the New
Zealand Alpine Club, a trustee of the
Waitaki Safer Community Trust and
a director on the Observatory Village
Lifecare and Care Boards. Formerly,
the Chair of Sport Otago and Chair
of Network Waitaki Ltd. Mrs Kearney
was the 2014 winner of the Institute
of Directors Otago Branch Aspiring
Director Award. Mrs Kearney acted as
an observer director to the Dunedin
City Holdings subsidiary company Taieri
Gorge Railway Ltd during 2015.
John Schol
MBA, FCA, CMInstD, Dip Grad, Bcom, NZDipBus
John holds a Master of Business
Administration (MBA), is a Fellow
Chartered Accountant, holds a Certificate
of Public Practice with Chartered
Accountants Australia New Zealand
and is also a Chartered Member of the
Institute of Directors. John provides
strategic, facilitation, mentoring and
governance services to the start-up,
commercial, local government, retail,
and professional services sectors.
He is the Chair of Malloch McClean
Limited and is both a Trans-Tasman and
New Zealand Regional Councillor for
Chartered Accountants Australia and New
Zealand. Other governance roles include
Invercargill City Holdings Ltd, Invercargill
City Property Limited as well as several
other privately held entities.

“3.3 SPNZ’s policy on remuneration
position is that remuneration will
be at market median level.”
Over recent years, adjustments to the fee pool have been
insufficient to maintain the fee pool at market median level.
The Company had been proposing to seek an increase
in directors’ fees in 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,
a CPI adjustment only was sought that year.
Last year shareholders approved a 15% increase in the fee
pool to $333,000. The Company said at that time that the
fee pool was still considered to be below the median, but
the proposed increase would go some way to correcting
that, noting that more regular increases may need to be
considered in the future.
This year the Board engaged Price Waterhouse Coopers
(PWC) to undertake independent remuneration
benchmarking and to provide advice as to the market median
for a comparator group of companies with comparable
market capitalisation. The PWC report is available on the
Company’s website https://southport.co.nz/assets/reports/
South-Port-PWC-Summary-2022.pdf
PWC assessed the market median fee pool of comparable
companies to be $449,000 with South Port’s current fee pool
of $333,000 being only 74% of that market median.
The proposed increase to the fee pool of $400,000 is still
below the market median at 89%.
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. It is likely that further
increases in directors’ fees will need to be considered in
future to ensure that directors’ remuneration meets these
objectives.
In accordance with NZX Listing Rule 6.3.1, no Executive
Director or their associated persons (as defined under the
NZX Listing Rules) may vote on this resolution, unless casting
votes under an expressed proxy of a person who is not
disqualified from voting.
Additional 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 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 P Cory-Wright and Mrs C Kearney are the Directors
retiring by rotation in 2022. Mr Cory-Wright and Mrs Kearney,
being eligible, offer themselves 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.
Mr J McClean has elected to retire from the Board of
Directors.
The Company, in accordance with Clause 25 of the
Constitution and NZX Listing Rule 2.3.1, has received a valid
nomination from Mr John Schol. Mr John Schol now offers
himself for election to the Board of Directors.
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. The OAG has appointed Deloitte Limited, who will be
acting on their behalf.
EXPLANATORY NOTE 3
Directors’ Remuneration
The Company is seeking shareholder approval for an
increase in directors’ remuneration effective from 1
July 2022 to a total remuneration pool of $400,000. In
support of this request the following explanation is
provided to shareholders.
The current fee pool is $333,000 which is paid as
follows:
Chair $85,000
Directors $49,600 each
The proposed increase to $400,000 per annum is an increase
of 20%.
The setting of directors’ remuneration is guided by the
Company’s Director and Executive Remuneration Policy.
Clause 3 of the Policy sets out the guiding principles for
remuneration of directors and executives. Clause 3.3 says:
Explanatory Notes

Island Harbour, PO Box 1,
Bluff 9842, New Zealand
 +64 3 212 8159
 reception@southport.co.nz
  South Port NZ
www.southport.co.nz
COVER PHOTO: Tammi Topi, SouthDrone NZ.
Printed on 100% recycled paper

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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 34th 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 Tuesday, 1 November 2022 commencing at 11:00am (NZST).
For your postal vote or proxy to be effective it must be lodged with Link Market Services Limited by no later than 11:00am, Friday, 28 October 2022 (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 Justine Solomon either by phone
(03) 212 6009 or email jsolomon@southport.co.nz. This is a mandatory requirement under the Maritime Security Regulations.
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
Limited 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 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 5.
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 5 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 5 by
a person referred to in paragraph 11 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 Tuesday, 1 November 2022 (NZST), or at any adjournment of that meeting. Unless otherwise
instructed as below, my/our proxy may vote as he/she thinks fit.
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
Friday, 28 October 2022 (NZST). The Board will also address and answer questions at the Annual Shareholders’ Meeting.
QUESTION:
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 Philip Cory-Wright be re-elected as a Director of the Company.
2. That Mrs Clare Kearney be re-elected as a Director of the Company.
3. That Mr John Schol be elected as a Director of the Company.
4. That the Directors be authorised to fix the fees and expenses of Deloitte New Zealand who acts as
Agent for the Controller and Auditor General.
5. 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 $333,000 to $400,000,
(20% increase) such sum to be divided between the non-Executive Directors as they determine.
FORAGAINSTABSTAINDISCRETION
Please refer to the Notice of Annual Shareholders’ Meeting 2022 for the explanatory notes to accompany the resolutions above.
Authorisation
SIGNATURE OF SECURITY HOLDER(S).This section must be completed.
Contact details Signed on this day of 2022

Signature/s
(Daytime phone number)
(All shareholders must sign)
Email
(Day) (Month)
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.