South Port New Zealand Limited logo

2024 Notice of Annual Meeting

AGM12 September 2024SPNIndustrials

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.

Ms N Greer, being eligible, now offers herself for re-election to

the Board of Directors.

Mrs M Henderson, being eligible, now offers herself for re-

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 Audit and Risk Committee consists of Chair Nicola Greer

and committee members Michelle Henderson and John Schol.

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 Notes

Nicola Greer

Independent Director

MCom (Hons)

Appointed November 2019

Ms Greer is a Company Director based in Queenstown.

She is currently a Director of Fidelity Life Assurance,

Precinct Properties, Vulcan Steel and 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 asset and liability

management at ANZ, Citibank and Goldman Sachs.

Directors Profiles

Michelle Henderson

Independent Director

BE (Hons), CMInstD

Appointed October 2021

Mrs Henderson is an Independent Director based in

Invercargill. Her current directorships include Meridian

Energy Ltd and Cycling New Zealand Incorporated.

Michelle is a Chartered Member of the New Zealand

Institute of Directors.

She brings engineering expertise and broad business

understanding to the board room from her executive

career with Rio Tinto and PowerNet. Michelle brings

a passion for sustainable business outcomes, strong

assurance processes and workplace health and safety.

Notice is hereby given that the 36th

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 Thursday, 17 October 2024

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 Sharon Jennings either by phone

(03) 212 6009 or email: sjennings@southport.co.nz

This is a mandatory requirement under the Maritime Security

Regulations.

15 OCTOBER 2024 5:00pm, Tuesday (NZST)

Record date for voting entitlements for the Annual

Shareholders’ Meeting

15 OCTOBER 2024 11:00am, Tuesday (NZST)

Latest time for receipt of postal votes and proxies

17 OCTOBER 2024 11:00am, Thursday (NZST)

Annual Shareholders’ Meeting

IMPORTANT DATES

Port Security

Thursday 17 October 2024

NOTICE OF

ANNUAL MEETING

Island Harbour, PO Box 1,

Bluff 9842, New Zealand

+64 3 212 8159

reception@southport.co.nz

southport.co.nz

  South Port NZ

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:

sjennings@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 13th day of September 2024

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,

15 October 2024 (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://link.southport.co.nz/PsGhV9


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, MUFG Corporate Markets (previously

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 MUFG Corporate Markets not later

than two working days before the time of the holding of

the meeting (i.e. before 11:00am, Tuesday, 15 October 2024

(NZST)). The Board has authorised MUFG Corporate Markets

to receive and count postal votes.

General BusinessProcedural Notes

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 2024 as contained in the Company’s 2024 Annual

Report.

D. RESOLUTIONS

To consider and, if thought appropriate, pass the following

ordinary resolutions.

Re-Election of Directors

Ms N Greer and Mrs M Henderson retire by rotation in

accordance with the Company’s Constitution.

1. Ms N Greer, being eligible, now offers herself for re-

election to the Board of Directors.

2. Mrs M Henderson, being eligible, now offers herself for

re-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)

E. DIRECTORS’ REMUNERATION

The Board will not be seeking an increase in Directors’

remuneration this year. The maximum aggregate sum

available for payment to non-Executive Directors for each

financial year commencing 1 July therefore is to remain at

$532,000.

Last year the shareholders approved an increase of fees to

$532,000, however the Board elected to keep the Directors’

remuneration at $480,000 until 1 July 2024, at which point the

increase was implemented.

From this aggregate sum the Company is now remunerating

the Chair and members of the Audit and Risk Committee.

(See Explanatory Note 3)

Business

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 any “Voting Restrictions”).

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).

To appoint a proxy, complete and lodge the enclosed voting

form with the share registrar, MUFG Corporate Markets, 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

Tuesday, 15 October 2024 (NZST).

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.

---

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 36th 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 Thursday, 17 October 2024, commencing at 11:00am (NZST).

For your postal vote or proxy to be effective it must be lodged with MUFG Corporate Markets (formerly Link Market Services Limited) by no later than 11:00am,

Tuesday, 15 October 2024 (NZST).

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.

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 the Resolutions.

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

MUFG Corporate Markets (formerly Link Market Services Limited), unless

it has already been noted by the Company or MUFG Corporate Markets.

Online: https://investorcentre.linkgroup.nz/voting/SPN

Scan & Email: meetings@linkmarketservices.com

(Please use ‘SPN Proxy Form’ as the subject for easy identification)

General Enquiries: +64 9 375 5998 | meetings@linkmarketservices.com

Notes

Lodge your Proxy

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 Sharon Jennings either by phone

(03) 212 6009 or email sjennings@southport.co.nz. This is a mandatory requirement under the Maritime Security Regulations.

Mail: Use the enclosed reply

paid envelope or address to:

MUFG Corporate Markets

PO Box 91976

Victoria Street West

Auckland 1142

By hand:

MUFG Corporate Markets

Level 30, PwC Tower

15 Customs Street West

Auckland 1010

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 Greer be re-elected as a Director of the Company.

2. That Mrs Michelle Henderson be re-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.

Please refer to the Notice of Annual Shareholders’ Meeting 2024 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.linkgroup.nz/voting/SPN OR complete the question

section below and return to to MUFG Corporate Markets (formerly Link Market Services) in the reply paid envelope enclosed. Questions will need to be

submitted by 11:00am, Tuesday, 15 October 2024 (NZST). The Board will also address and answer questions at the Annual Shareholders’ Meeting.

QUESTION:

Section 3

(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). This section must be completed. ..........................................................................................................................

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:

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, 17 October 2024 (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

Contact details Signed on this day of 2024

Or failing that person:

(full name of proxy) (email)

(full name of proxy) (email)

Signature/s

Data sourced from publicly available filings. Our datasets may not be complete. Automated analysis can produce errors. If you believe any data on this page is incorrect, please contact us at hello@nzxplorer.co.nz. For informational purposes only. Not investment advice.

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