2025 Notice of Annual Meeting

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 W J Schol, being eligible, now 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.
The Company, in accordance with Clause 25 of the Constitution
and NZX Listing Rule 2.3.1, has received a valid nomination from
Mr Derek Nind. Mr Nind 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, 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 2025 to a total
remuneration pool of $562,000 per annum, an increase of 5.6%.
In support of this request, the following explanation is provided to
shareholders.
The current fee pool is $532,000 which was approved by
shareholders in October 2023 and is paid as follows:
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 the remuneration of
Directors and Executives. Clause 3.1 states:
“3.1 SPNZ’s policy on remuneration position is
that remuneration will be at market median level.”
In FY23, PwC assessed the market median approved pool fee of
the peer comparator group at $600,000. The current fee pool of
$532,000 is only 89% of that market median.
The proposed CPI adjustment increasing the fee pool to $562,000
is still below the FY23 market median, equivalent to 94%.
A CPI adjustment this year is to ensure that fees better keep pace
with the market and to avoid any large increases. It is felt this
is a more prudent approach for a company our size rather than
incurring the cost associated with an external review each year.
PwC also provided guidance on other sub-committees
(remuneration) that feature in NZX listed companies that at that
time South Port did not have in operation.
In accordance with NZX best practice, the Board has now
established both a Health and Safety Committee and a People and
Performance Committee effective 1 July 2025.
The proposed CPI increase to the Director remuneration will cover
the remuneration of Chair and Committee members for the People
and Performance Committee for the coming year (noting that the
Health and Safety Committee is a committee of the whole board
and the Chair of that Committee is the only eligible director for an
additional fee).
The split of the proposed fee pool therefore is as follows:
Members
Approved for
FY23
Board Chair1$143,428
Non-Executive Director (NED)5$71,714
Audit and Risk Committee Chair1$15,000
Member of Audit and Risk Committee2$7,500
Total approved fee pool$532,000
Members
Proposed fee
FY26
Board Chair1$143,428
Non-Executive Director (NED)5$71,714
Audit and Risk Committee Chair 1$15,000
Member of Audit and Risk Committee2$7,500
People and Performance Committee
Chair
1$10,000
Member of People and Performance
Committee
2$5,000
Health and Safety Committee Chair110,000
Total proposed fee pool$562,000
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.
Notice is hereby given that the 37th
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 Wednesday, 29 October 2025
commencing at 11:00am (NZST).
Wednesday, 29 October 2025
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
Printed on 100% recycled paper

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, 24 October
2025 (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/9CzJqK

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 Pension & Market Services at PO Box
91976, Auckland 1142, New Zealand, in accordance with the
instructions set out on the form.
The vote must reach MUFG Pension & Market Services not later
than two working days before the time of the holding of the
meeting (i.e. before 11:00am, Friday, 24 October 2025 (NZST)).
The Board has authorised MUFG Pension & Market Services 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.
PROCEDURAL NOTES
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).
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, MUFG Pension & Market Services, 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, 24
October 2025 (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 Philip Cory-Wright 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
John Schol
Independent Director
MBA, FCA, CMInstD, DipGrad, BCom, NZDipBus
Appointed November 2022
John is both a Fellow Chartered Accountant and a Chartered Member of the
Institute of Directors. He holds a Master of Business Administration (MBA) and a
Certificate of Public Practice with Chartered Accountants Australia New Zealand
(CAANZ).
As an executive director of the award-winning accounting firm Malloch McClean
+MORE, John provides strategic, facilitation, mentoring and governance advisory
services to the commercial, local government and professional services sectors.
Other non-executive governance roles include Invercargill City Holdings Limited,
Busck Group Limited, and The Gap 2014 Limited.
The Board considers that, if re-elected, John Schol will continue to be an
Independent Director for the purposes of the NZX Listing Rules.
Derek Nind
Independent Director
BCom, MCom, BPE
Derek has extensive port knowledge having, previously held senior commercial
roles across three New Zealand ports over the last 30 years.
Derek is the Managing Director, 360 Logistics Group. He was previously the CEO
of CentrePort where he was instrumental in leading the business through the
devastating impacts of the Kaikoura Earthquake, recovery and regeneration.
Derek has previously held several governance roles in the logistics and property
sectors.
The Board considers that, if elected, Derek Nind will be an Independent Director
for the purposes of the NZX Listing Rules.
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 2025 as contained in the Company’s 2025 Annual
Report.
D. RESOLUTIONS
To consider and, if thought appropriate, pass the following
ordinary resolutions.
Re-Election of Directors
Mr W J Schol will retire by rotation in accordance with the
Company’s Constitution.
1. Mr W J Schol, being eligible, now offers himself for
re-election to the Board of Directors.
Mrs C Kearney has elected to retire from the Board of Directors.
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: 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 1st day of October 2025
GENERAL BUSINESS
2. The Company, in accordance with Clause 25 of the
Constitution and NZX Listing Rule 2.3.1, has received a valid
nomination from Mr Derek Nind. Mr Nind now offers himself
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)
Director’s Remuneration
4. 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 $532,000 to $562,000, an increase of $30,000
or 5.6%, such sum to be divided between the non-Executive
Directors as they determine.
From this aggregate sum the Company is now remunerating the
Chair and members of the Audit and Risk Committee, the Chair
and members of the People and Performance Committee, and
the Chair of the Health and Safety Committee.
(See Explanatory Note 3)
24 OCTOBER 2025 5:00pm, Friday (NZST)
Record date for voting entitlements for the Annual Shareholders’
Meeting
24 OCTOBER 2025 11:00am, Friday (NZST)
Latest time for receipt of postal votes and proxies
29 OCTOBER 2025 11:00am, Wednesday (NZST)
Annual Shareholders’ Meeting
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 Sharon Jennings either by phone (03)
212 6009 or email: sjennings@southport.co.nz
This is a mandatory requirement under the Maritime Security
Regulations.
IMPORTANT DATES

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, 24 October
2025 (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/9CzJqK

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 Pension & Market Services at PO Box
91976, Auckland 1142, New Zealand, in accordance with the
instructions set out on the form.
The vote must reach MUFG Pension & Market Services not later
than two working days before the time of the holding of the
meeting (i.e. before 11:00am, Friday, 24 October 2025 (NZST)).
The Board has authorised MUFG Pension & Market Services 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.
PROCEDURAL NOTES
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).
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, MUFG Pension & Market Services, 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, 24
October 2025 (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 Philip Cory-Wright 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
John Schol
Independent Director
MBA, FCA, CMInstD, DipGrad, BCom, NZDipBus
Appointed November 2022
John is both a Fellow Chartered Accountant and a Chartered Member of the
Institute of Directors. He holds a Master of Business Administration (MBA) and a
Certificate of Public Practice with Chartered Accountants Australia New Zealand
(CAANZ).
As an executive director of the award-winning accounting firm Malloch McClean
+MORE, John provides strategic, facilitation, mentoring and governance advisory
services to the commercial, local government and professional services sectors.
Other non-executive governance roles include Invercargill City Holdings Limited,
Busck Group Limited, and The Gap 2014 Limited.
The Board considers that, if re-elected, John Schol will continue to be an
Independent Director for the purposes of the NZX Listing Rules.
Derek Nind
Independent Director
BCom, MCom, BPE
Derek has extensive port knowledge having, previously held senior commercial
roles across three New Zealand ports over the last 30 years.
Derek is the Managing Director, 360 Logistics Group. He was previously the CEO
of CentrePort where he was instrumental in leading the business through the
devastating impacts of the Kaikoura Earthquake, recovery and regeneration.
Derek has previously held several governance roles in the logistics and property
sectors.
The Board considers that, if elected, Derek Nind will be an Independent Director
for the purposes of the NZX Listing Rules.
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 2025 as contained in the Company’s 2025 Annual
Report.
D. RESOLUTIONS
To consider and, if thought appropriate, pass the following
ordinary resolutions.
Re-Election of Directors
Mr W J Schol will retire by rotation in accordance with the
Company’s Constitution.
1. Mr W J Schol, being eligible, now offers himself for
re-election to the Board of Directors.
Mrs C Kearney has elected to retire from the Board of Directors.
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: 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 1st day of October 2025
GENERAL BUSINESS
2. The Company, in accordance with Clause 25 of the
Constitution and NZX Listing Rule 2.3.1, has received a valid
nomination from Mr Derek Nind. Mr Nind now offers himself
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)
Director’s Remuneration
4. 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 $532,000 to $562,000, an increase of $30,000
or 5.6%, such sum to be divided between the non-Executive
Directors as they determine.
From this aggregate sum the Company is now remunerating the
Chair and members of the Audit and Risk Committee, the Chair
and members of the People and Performance Committee, and
the Chair of the Health and Safety Committee.
(See Explanatory Note 3)
24 OCTOBER 2025 5:00pm, Friday (NZST)
Record date for voting entitlements for the Annual Shareholders’
Meeting
24 OCTOBER 2025 11:00am, Friday (NZST)
Latest time for receipt of postal votes and proxies
29 OCTOBER 2025 11:00am, Wednesday (NZST)
Annual Shareholders’ Meeting
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 Sharon Jennings either by phone (03)
212 6009 or email: sjennings@southport.co.nz
This is a mandatory requirement under the Maritime Security
Regulations.
IMPORTANT DATES

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, 24 October
2025 (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/9CzJqK

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 Pension & Market Services at PO Box
91976, Auckland 1142, New Zealand, in accordance with the
instructions set out on the form.
The vote must reach MUFG Pension & Market Services not later
than two working days before the time of the holding of the
meeting (i.e. before 11:00am, Friday, 24 October 2025 (NZST)).
The Board has authorised MUFG Pension & Market Services 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.
PROCEDURAL NOTES
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).
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, MUFG Pension & Market Services, 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, 24
October 2025 (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 Philip Cory-Wright 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
John Schol
Independent Director
MBA, FCA, CMInstD, DipGrad, BCom, NZDipBus
Appointed November 2022
John is both a Fellow Chartered Accountant and a Chartered Member of the
Institute of Directors. He holds a Master of Business Administration (MBA) and a
Certificate of Public Practice with Chartered Accountants Australia New Zealand
(CAANZ).
As an executive director of the award-winning accounting firm Malloch McClean
+MORE, John provides strategic, facilitation, mentoring and governance advisory
services to the commercial, local government and professional services sectors.
Other non-executive governance roles include Invercargill City Holdings Limited,
Busck Group Limited, and The Gap 2014 Limited.
The Board considers that, if re-elected, John Schol will continue to be an
Independent Director for the purposes of the NZX Listing Rules.
Derek Nind
Independent Director
BCom, MCom, BPE
Derek has extensive port knowledge having, previously held senior commercial
roles across three New Zealand ports over the last 30 years.
Derek is the Managing Director, 360 Logistics Group. He was previously the CEO
of CentrePort where he was instrumental in leading the business through the
devastating impacts of the Kaikoura Earthquake, recovery and regeneration.
Derek has previously held several governance roles in the logistics and property
sectors.
The Board considers that, if elected, Derek Nind will be an Independent Director
for the purposes of the NZX Listing Rules.
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 2025 as contained in the Company’s 2025 Annual
Report.
D. RESOLUTIONS
To consider and, if thought appropriate, pass the following
ordinary resolutions.
Re-Election of Directors
Mr W J Schol will retire by rotation in accordance with the
Company’s Constitution.
1. Mr W J Schol, being eligible, now offers himself for
re-election to the Board of Directors.
Mrs C Kearney has elected to retire from the Board of Directors.
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: 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 1st day of October 2025
GENERAL BUSINESS
2. The Company, in accordance with Clause 25 of the
Constitution and NZX Listing Rule 2.3.1, has received a valid
nomination from Mr Derek Nind. Mr Nind now offers himself
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)
Director’s Remuneration
4. 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 $532,000 to $562,000, an increase of $30,000
or 5.6%, such sum to be divided between the non-Executive
Directors as they determine.
From this aggregate sum the Company is now remunerating the
Chair and members of the Audit and Risk Committee, the Chair
and members of the People and Performance Committee, and
the Chair of the Health and Safety Committee.
(See Explanatory Note 3)
24 OCTOBER 2025 5:00pm, Friday (NZST)
Record date for voting entitlements for the Annual Shareholders’
Meeting
24 OCTOBER 2025 11:00am, Friday (NZST)
Latest time for receipt of postal votes and proxies
29 OCTOBER 2025 11:00am, Wednesday (NZST)
Annual Shareholders’ Meeting
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 Sharon Jennings either by phone (03)
212 6009 or email: sjennings@southport.co.nz
This is a mandatory requirement under the Maritime Security
Regulations.
IMPORTANT DATES

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 W J Schol, being eligible, now 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.
The Company, in accordance with Clause 25 of the Constitution
and NZX Listing Rule 2.3.1, has received a valid nomination from
Mr Derek Nind. Mr Nind 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, 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 2025 to a total
remuneration pool of $562,000 per annum, an increase of 5.6%.
In support of this request, the following explanation is provided to
shareholders.
The current fee pool is $532,000 which was approved by
shareholders in October 2023 and is paid as follows:
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 the remuneration of
Directors and Executives. Clause 3.1 states:
“3.1 SPNZ’s policy on remuneration position is
that remuneration will be at market median level.”
In FY23, PwC assessed the market median approved pool fee of
the peer comparator group at $600,000. The current fee pool of
$532,000 is only 89% of that market median.
The proposed CPI adjustment increasing the fee pool to $562,000
is still below the FY23 market median, equivalent to 94%.
A CPI adjustment this year is to ensure that fees better keep pace
with the market and to avoid any large increases. It is felt this
is a more prudent approach for a company our size rather than
incurring the cost associated with an external review each year.
PwC also provided guidance on other sub-committees
(remuneration) that feature in NZX listed companies that at that
time South Port did not have in operation.
In accordance with NZX best practice, the Board has now
established both a Health and Safety Committee and a People and
Performance Committee effective 1 July 2025.
The proposed CPI increase to the Director remuneration will cover
the remuneration of Chair and Committee members for the People
and Performance Committee for the coming year (noting that the
Health and Safety Committee is a committee of the whole board
and the Chair of that Committee is the only eligible director for an
additional fee).
The split of the proposed fee pool therefore is as follows:
Members
Approved for
FY23
Board Chair1$143,428
Non-Executive Director (NED)5$71,714
Audit and Risk Committee Chair1$15,000
Member of Audit and Risk Committee2$7,500
Total approved fee pool$532,000
Members
Proposed fee
FY26
Board Chair1$143,428
Non-Executive Director (NED)5$71,714
Audit and Risk Committee Chair 1$15,000
Member of Audit and Risk Committee2$7,500
People and Performance Committee
Chair
1$10,000
Member of People and Performance
Committee
2$5,000
Health and Safety Committee Chair110,000
Total proposed fee pool$562,000
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.
Notice is hereby given that the 37th
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 Wednesday, 29 October 2025
commencing at 11:00am (NZST).
Wednesday, 29 October 2025
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
Printed on 100% recycled paper

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 W J Schol, being eligible, now 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.
The Company, in accordance with Clause 25 of the Constitution
and NZX Listing Rule 2.3.1, has received a valid nomination from
Mr Derek Nind. Mr Nind 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, 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 2025 to a total
remuneration pool of $562,000 per annum, an increase of 5.6%.
In support of this request, the following explanation is provided to
shareholders.
The current fee pool is $532,000 which was approved by
shareholders in October 2023 and is paid as follows:
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 the remuneration of
Directors and Executives. Clause 3.1 states:
“3.1 SPNZ’s policy on remuneration position is
that remuneration will be at market median level.”
In FY23, PwC assessed the market median approved pool fee of
the peer comparator group at $600,000. The current fee pool of
$532,000 is only 89% of that market median.
The proposed CPI adjustment increasing the fee pool to $562,000
is still below the FY23 market median, equivalent to 94%.
A CPI adjustment this year is to ensure that fees better keep pace
with the market and to avoid any large increases. It is felt this
is a more prudent approach for a company our size rather than
incurring the cost associated with an external review each year.
PwC also provided guidance on other sub-committees
(remuneration) that feature in NZX listed companies that at that
time South Port did not have in operation.
In accordance with NZX best practice, the Board has now
established both a Health and Safety Committee and a People and
Performance Committee effective 1 July 2025.
The proposed CPI increase to the Director remuneration will cover
the remuneration of Chair and Committee members for the People
and Performance Committee for the coming year (noting that the
Health and Safety Committee is a committee of the whole board
and the Chair of that Committee is the only eligible director for an
additional fee).
The split of the proposed fee pool therefore is as follows:
Members
Approved for
FY23
Board Chair1$143,428
Non-Executive Director (NED)5$71,714
Audit and Risk Committee Chair1$15,000
Member of Audit and Risk Committee2$7,500
Total approved fee pool$532,000
Members
Proposed fee
FY26
Board Chair1$143,428
Non-Executive Director (NED)5$71,714
Audit and Risk Committee Chair 1$15,000
Member of Audit and Risk Committee2$7,500
People and Performance Committee
Chair
1$10,000
Member of People and Performance
Committee
2$5,000
Health and Safety Committee Chair110,000
Total proposed fee pool$562,000
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.
Notice is hereby given that the 37th
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 Wednesday, 29 October 2025
commencing at 11:00am (NZST).
Wednesday, 29 October 2025
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
Printed on 100% recycled paper

---

To cast your vote or appoint your proxy, turn over to complete the form.
PROXY FORM/VOTING FORM
South Port New Zealand Limited Annual Shareholders’ Meeting Proxy/Voting Form
The 37th 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 Wednesday, 29 October 2025, commencing at 11:00am (NZST).
For your postal vote or proxy to be effective it must be lodged with MUFG Pension & Market Services by no later than 11:00am, Friday, 24 October 2025 (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 Pension & Market Services, unless it has already been noted by
the Company or MUFG Pension & Market Services.
Online: https://nz.investorcentre.mpms.mufg.com/voting/SPN
Scan & Email: meetings.nz@cm.mpms.mufg.com
(Please use ‘SPN Proxy Form’ as the subject for easy identification)
General Enquiries: +64 9 375 5998 | meetings.nz@cm.mpms.mufg.com
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 notifying Sharon Jennings either by phone
(03) 212 6009 or email sjennings@southport.co.nz. This is a mandatory requirement under Maritime Security Regulations.
Mail: Use the enclosed reply
paid envelope or address to:
MUFG Pension & Market Services
PO Box 91976
Victoria Street West
Auckland 1142
By hand:
MUFG Pension & 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 W J Schol be re-elected as a Director of the Company.
2. That Mr Derek Nind 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 2025 be increased from $532,000 to $562,000, (5.6% increase),
such sum to be divided between the non-Executive Directors as they determine.
Please refer to the Notice of Annual Shareholders’ Meeting 2025 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://nz.investorcentre.mpms.mufg.com/voting/SPN OR complete
the question section below and return to MUFG Pension & Market Services in the reply paid envelope enclosed. Questions will need to be submitted by
11:00am, Friday, 24 October 2025 (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.nz@cm.mpms.mufg.com 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 Wednesday, 29 October 2025 (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 2025
Or failing that person:
(full name of proxy) (email)
(full name of proxy) (email)
Signature/s