South Port NZ Ltd - Capital Change Notice

Capital Change Notice




Section 1: Issuer information
Name of issuer South Port New Zealand Limited (SPNZ)
NZX ticker code SPN
Class of financial product Unquoted share rights (Rights)
ISIN (If unknown, check on NZX website) N/A
Currency NZ$
Section 2: Capital change details
Number issued 46,707
Nominal value (if any) N/A
Issue price per security Rights are issued for nil cash consideration
Nature of the payment (for example, cash or other
consideration)
N/A
Amount paid up (if not in full) N/A
Percentage of total class of Financial Products
issued (calculated on the number of Financial
Products of the Class, excluding any Treasury
Stock, in existence)
1

36.3807%
For an issue of Convertible Financial Products or
Options, the principal terms of Conversion (for
example the Conversion price and Conversion date
and the ranking of the Financial Product in relation
to other Classes of Financial Product) or the Option
(for example, the exercise price and exercise date)
Each Right converts on a 1:1 basis for nil
consideration into fully paid ordinary
shares, subject to certain performance
hurdles being met and provided the
participants (Participants) of the South
Port New Zealand Limited Performance
Share Rights Plan (Plan) remain employed
during a 3-year vesting period ending 30
June 2028 (subject to early vesting for
certain no-fault terminations, or on a
discretionary basis including for death or
incapacity).
The Participants’ entitlement to Rights and
shares on vesting (Shares) under any offer
of Rights under the Plan are calculated by
reference to, unless otherwise determined
by the Board, the 20-day volume weighted
average price of SPNZ’s shares on the
NZX up to and including 1 July 2025.
Shares will be issued (or transferred in
accordance with terms of the Plan) in
respect of vested Rights as soon as
reasonably practicable after vesting.

1
The percentage is to be calculated immediately before the issue, acquisition, redemption or Conversion.

Rights rank behind SPNZ’s ordinary
shares, are non-transferable, cannot be
encumbered, and have no voting or other
share rights. Rights are otherwise subject
to the terms of individual offer letters and
the rules of the Plan, including that a
participant’s Rights lapse automatically in
the event of fraud, dishonesty or wilful
default.
Reason for issue and specific authority for issue
(the reason for change must be identified here)
Issue of Rights under the Plan to the
Participants to assist in the reward,
retention and motivation of Participants and
align the interests of the Participants with
the shareholders of SPNZ.
Total number of Financial Products of the Class
after the issue (excluding Treasury Stock) and the
total number of Financial Products of the Class
held as Treasury Stock after the issue.
26,234,898 Ordinary Shares
128,384 Performance Share Rights
In the case of an acquisition of shares, whether
those shares are to be held as treasury stock
N/A
Specific authority for the issue, including a
reference to the rule pursuant to which the issue,
acquisition, or redemption is made
Resolution of the Board and Listing Rules
4.6.1 and 4.9.1(b).
Terms or details of the issue (for example:
restrictions, escrow arrangements)
The grant of Rights under the Plan to
Participants. No cash consideration is
payable by the participants of the Plan on
the grant of the Rights or on the issue of
Shares following vesting of Rights. As
noted above, vesting of Rights is subject to
continued employment, and certain
performance hurdles being met by SPN.
Date of issue/acquisition/redemption
2
24/09/2025
Section 3: Authority for this announcement and contact person
Name of person

authorised to make this
announcement
Nigel Gear
Contact person for this announcement Helen Young
Contact phone number +64 3 212 7827
Contact email address hyoung@southport.co.nz
Date of release through MAP

24/09/2025




2
Continuous issuers using this form in reliance on Rule 3.13.2, please indicate the period during which the relevant
issue/acquisition/redemptions were made (for example, 1 January 2019 to 31 January 2019).