2023 Notice of Annual Meeting

Tuesday 31 October 2023
Notice of Annual Meeting

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:
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
Chief Financial Officer
Dated at Bluff this 22nd day of September 2023
Notice is hereby given that the 35th 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, 31 October 2023 commencing at 11:00am (NZST).
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
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 2023 as contained in the Company’s 2023 Annual
Report.
D. RESOLUTIONS
To consider and, if thought appropriate, pass the following
ordinary resolutions.
RE-ELECTION OF DIRECTORS
Mr P Cory-Wright will retire this year despite his three-
year rotation not being due until 2025. This is to ensure
the Company adheres to the Board rotation requirements
outlined in its Constitution.
1. Mr Cory-Wright, being eligible, now offers himself for
re-election to the Board of Directors.
Mr R Chapman has elected to retire from the Board of
Directors.
2. The Company, in accordance with Clause 25 of the
Constitution and NZX Listing Rule 2.3.1, has received
a valid nomination from Ms Cassandra Crowley. Ms
Crowley now offers herself for election to the Board of
Directors.
(See Explanatory Note 1)
AUDITOR’S REMUNERATION
3. 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
4. That the maximum aggregate sum available for
payment to non-Executive Directors for each financial
year commencing 1 July, be increased from $400,000
to $532,000, an increase of $132,000 such sum to be
divided between the non-Executive Directors as they
determine.
(See Explanatory Note 3)
27 OCTOBER 2023 5:00pm, Friday (NZST)
Record date for voting entitlements for the Annual
Shareholders’ Meeting
27 OCTOBER 2023 11:00am, Friday (NZST)
Latest time for receipt of postal votes and proxies
31 OCTOBER 2023 11:00am, Tuesday (NZST)
Annual Shareholders’ Meeting
Port Security
General Business
Important Dates
Business

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,
27 October 2023 (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/SPAnnualMeeting2023

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, 27 October 2023 (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)-(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 two working days
before the time of the holding of the meeting (i.e. before
11:00am on Friday, 27 October 2023 (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.
Procedural Notes

Philip Cory-Wright
Independent Director
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,
Powerco and New Zealand
Windfarms. Mr Cory-Wright was
previously a member of the Local
Government Infrastructure Expert
Advisory Group.
Directors Profiles
Cassandra Crowley
Independent Director
LLB, BCA, GradDipProfAccy, MInstD
Cassandra is a Chartered
Accountant (Fellow) and Barrister
and Solicitor who focuses
on commercial advisory and
governance roles.
In addition to her commercial
advisory work, she currently
holds non-executive directorships
with Silver Fern Farms, Aratu
Forests and Ngāti Manawa. She
Chairs Southern Cross Travel
Insurance and KLC and is the
Deputy Chair of Waka Kotahi NZ
Transport Agency. Cassandra is
also appointed as an independent
member of the Auckland Council
Audit & Risk Committee.
She is a past president of
Chartered Accountants Australia
and New Zealand and has been
recognised for her leadership and
governance contributions through
a number of awards.

“3.1 SPNZ’s policy on renumeration
position is that remuneration
will be at market median level.”
1

|
Proposed director policy fees as provided by South Port.
2

|
Analysis of the 9 companies in the sample which had a non-executive
Board Chair domiciled in NZ. The majority of Chair roles receive no
committee fees, with the base fee recompensing all Board contribution/
roles held. Where additional fees are paid, this data is included in the
market analysis above.
3

|
Analysis of base NED fees for all 11 companies in the comparator group.
4

|
Analysis of each of the 10 companies that had this committee/paid
separate fees for this committee.
5

|
Only 5 companies paid additional fees for this role.
6

|
No comparator for ‘Other’ Committee – see further comments below in
point 3.
7

|
Analysis of each of the 11 companies where a pool fee is set/disclosed.
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 P Cory-Wright, being eligible, offers himself 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.
Mr R Chapman 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 Ms Cassandra Crowley. Ms Crowley now
offers herself 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, to act on their
behalf.
EXPLANATORY NOTE 3
DIRECTORS’ REMUNERATION
The Company is seeking shareholder approval for an increase
in Directors’ remuneration effective from 1 July 2023 to a total
remuneration pool of $532,000. In support of this request, the
following explanation is provided to shareholders.
The current fee pool is $400,000 which is paid as follows:
Chair $100,000
Directors $60,000 each
The proposed increase to $532,000 per annum is an increase
of 33%.
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 3.1 states:
As reported to shareholders last year, adjustments over
recent years have been insufficient to maintain the fee pool
at market median level. The reasons for this include the fact
that the Company has historically sought more moderate
increases to the pool which have been less than required to
adjust to market median and in 2020 due to the uncertainty
faced by Covid-19, a proposed re-set to market levels did not
occur.
To support last year’s increase in fees, the Board engaged
PricewaterhouseCoopers (PwC) to undertake independent
remuneration benchmarking and to provide advice as to the
market median for a peer comparator group of 11 companies,
with comparable market capitalisation, as determined by
the South Port Board. A summary of the 2022 PwC report is
available on the Company’s website:
https://southport.co.nz/page/?FrTIYE
This year, the Board engaged PwC to update the market data
utilising the same peer comparator group of 11 NZX listed
companies. A copy of the updated 2023 PwC summary
report is also available on the Company’s website:
https://southport.co.nz/page/?OzahnX
PwC has assessed the market median approved pool fee of
the peer comparator group now at $600,000. The current fee
pool of $400,000 is only 67% of that market median.
The proposed increase to the fee pool of $532,000 is still
below the market median at 89%. However, the Board
considers that a fee pool of $532,000 will represent at
present, a fair and reasonable remuneration for the various
Board roles as now explained.
Board Chair
2
130,000 140,000 108%
Non-Executive Director (NED)
3
70,000 70,000 100%
Chair of Audit &
Risk Committee
4
15,000 15,000 100%
Member of Audit &
Risk Committee
5
6,000 6,000 100%
‘Other’ Committee
6
- 15,000 -
Total approved pool fee
7
600,000 532,000 89%
Position Market MedianSouth Port’s

proposed Policy fee
1
Comparison to the market median

Printed on 100% recycled paper
Island Harbour, PO Box 1,
Bluff 9842, New Zealand
+64 3 212 8159
reception@southport.co.nz
southport.co.nz
  South Port NZ
The Board has considered appropriate market-based fees for
the various Board roles as outlined in the table above. The
proposed fees are compared to the market median for the
various Board roles as taken from the updated PwC report.
The total fee pool, if approved, would still be only 89% of the
market median for the 2022 peer comparator group.
While the increase proposed is greater than historical
increases, the following factors are noted:
1. The current approved fee pool has been insufficient to
allow the Chair to be remunerated at twice that of Directors
which is the norm.
2. The Company is required to have an Audit & Risk
Committee, which comprises three members of the
Board. It is the norm that the Chair and members of this
Committee are separately remunerated. The current
fee pool has been insufficient to allow any remuneration
to be paid for these roles previously and that is neither
fair nor sustainable. The workload of this committee is
significant and now includes responsibility for reviewing
and monitoring the Company’s compliance with the now
mandatory Climate Related Disclosures.
3. Included in the proposed fee pool is an allowance of
$15,000 for ‘other Committee.’ The Board will develop
Terms of Reference for Committee(s) based on the
governance needs of the Company. One focus area being
considered by the Board is remuneration. Having an
allowance in the current fee pool would allow this $15,000
to be used for this purpose. Until such Committee is
established, the allowance that is built into the proposed
fee pool would not be allocated and paid, however PwC
have noted in footnote 6, page 3 of the 2023 summary
report that the median Chair and member fee for
remuneration committees in the sample is $15,000 and
$5,500 respectively.
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.
Last year, the Company signalled that it was likely further
increases in Directors’ fees would need to be considered to
ensure that Directors’ remuneration met these objectives.
The increase sought this year will reduce the gap which
currently exists.
In accordance with NZX Listing Rule 6.3.1, no 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.

---

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 35th 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, 31 October 2023 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, 27 October 2023 (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.

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 Executive Assistant 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 under
the heading “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 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 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.
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
Lodge your Proxy
Notes

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 Ms Cassandra Crowley be elected as a Director of the Company.
3. That the Directors be authorised to fix the fees and expenses of Deloitte Limited who acts as
Agent for the Controller and Auditor General.
4. That the maximum aggregate sum available for payment to non-Executive Directors for each
financial year commencing 1 July be increased from $400,000 to $532,000, (33% increase) such sum
to be divided between the non-Executive Directors as they determine.
Please refer to the Notice of Annual Shareholders’ Meeting 2023 for the explanatory notes to accompany the resolutions above.
FORAGAINSTABSTAINDISCRETION
Section 2
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, 27 October 2023 (NZST). The Board will also address and answer questions at the Annual Shareholders’ Meeting.
QUESTION:
Section 3
This section must be completed.
Contact details Signed on this day of 2023

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.
SIGNATURE OF SECURITY HOLDER(S).
Authorisation
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, 31 October 2023 (NZST), or at any adjournment of that meeting. Unless otherwise instructed as
below, my/our proxy may vote as he/she thinks fit.
Section 1