2024 Notice of Annual Meeting
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.
Other issuers discussed similar conditions around this time
Matched by meaning across NZX announcement text, not keywords — based on our semantic index of announcement bodies.
- NPH — Napier Port Holdings Limited: 2024 Notice of Annual Shareholders Meeting and Proxy Form2024-11-21
“NPH | Napier Port Holdings Limited | 2024-11-21 | MEETING | 2024 Notice of Annual Shareholders Meeting and Proxy Form…”
- POT — Port of Tauranga Limited: POT Annual Meeting 2024 & Director Nominations2024-08-01
“1 August 2024 Port of Tauranga Limited Annual Meeting 2024 and Director Nominations Port of Tauranga Limited intends to hold its next Annual Meeting of shareholders on Friday 25 October 2024 in Tauranga at 1.00pm at Mercury Baypark, 81 Truman Lane, Mount Maunganui. In terms of th…”
- POT — Port of Tauranga Limited: POT Notice of Annual Meeting 25 October 20242024-09-12
“Notice of 2024 Annual Meeting Notice is given that the Annual Meeting of shareholders of Port of Tauranga Limited will be held at: Stadium Lounge, Mercury Baypark 81 Truman Lane, Mount Maunganui and online at www.virtualmeeting.co.nz/pot24 on Friday 25 October 2024 commencing at…”