SPN – Waiver from NZX Listing Rule 6.3.1

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28 January 2026
NZ RegCo Decision
South Port New Zealand Limited (SPN)
Application for waiver from NZX Listing Rule 6.3.1

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Background
1. The information on which this decision is based is set out in Appendix One to this decision. This
waiver will not apply if that information is not, or ceases to be, full and accurate in all material
respects.
2. The NZX Listing Rules (Rules) to which this decision relates are set out in Appendix Two.
3. Capitalised terms that are not defined in this decision have the meanings given to them in the
Rules.
Waiver from Listing Rule 6.3.1
Decision
4. Subject to the conditions set out in paragraph 5 below, and on the basis that the information
provided by South Port New Zealand Limited (SPN) is complete and accurate in all material
respects, NZ RegCo grants SPN a waiver from Rule 6.3.1, to the extent that this Rule would
otherwise disqualify Southland Regional Council (Environment Southland) from voting on
director remuneration resolutions put forward by SPN in accordance with Rule 2.11.
5. The waiver in paragraph 4 above is provided on the conditions that:
a. This waiver will only apply in circumstances where Environment Southland is solely an
Associated Person of an SPN non-independent Director for the purposes of paragraph (e) of
the definition of Associated Person in the Rules, being both a Director of SPN and an
independent member of the Environment Southland Investment Committee (Investment
Committee) (together, Associated Director);
b. This waiver will not apply if for any reason any Associated Director is involved in the
consideration and decision making of Environment Southland in relation to voting on director
remuneration resolutions in accordance with Rule 2.11;
c. Environment Southland does not receive any direct or indirect benefit from the remuneration
paid to any Associated Director;
d. The SPN People and Performance Committee undertake annual reviews of all components of
Directors’ remuneration and makes Director remuneration recommendations to the SPN
Board (Board) in accordance with the SPN Director and Executive Remuneration Policy
(Policy);
e. The Board commissions, in accordance with the Policy, a market review at least every three
years, commencing from the date of the last engagement being FY23;
f. The Board does not make any distinction between the fees payable to the Associated Director
and other SPN Directors based solely on whether or not a Director is an Associated Director;
g. The Board confirms in the SPN annual report that the actual or proposed level of Directors’
remuneration is consistent with the most recent market review in accordance with the Policy;
and
h. Details of this waiver, the conditions imposed, and the most recent market review are included
in any notice of meeting to be circulated to SPN shareholders in respect of any resolutions
voted on by Environment Southland in reliance on this waiver.

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Reasons
6. In coming to the decision to provide the waiver set out above, NZ RegCo has considered that:
a. the policy behind Rule 6.3.1, as it relates to voting on Director remuneration under Rule 2.11,
is to provide a safeguard to non-related shareholders that personal interests or connections
will not influence the level of Director remuneration set by a resolution put to shareholders. In
this regard, the definition of “Associated Person” as it concerns a Director is an expansive
definition with a view to addressing those governance and agency concerns.
b. the granting of this waiver will not offend this policy because:
i) SPN Director remuneration is reviewed and determined in accordance with the terms of
the SPN Board Charter, the Policy and the People and Performance Committee Charter
on an arms’ length basis having regard to an external market review;
ii) SPN’s People and Performance Committee reviews all components of Directors’
remuneration on an annual basis and makes recommendations to the Board in
accordance with the Policy; and
iii) The Policy requires the Board engagement with a suitably qualified and experienced
external consulting company to review market relativity of Board and committee member
fees. Any remuneration adjustment proposed to the SPN shareholders will be consistent
with the market review.
c. The below conditions imposed by this waiver provide comfort to non-related shareholders of
SPN that Environment Southland does not have undue influence on any proposed changes to
Director remuneration:
i) the market review is to be undertaken at least every three years, ensuring Directors’
remuneration is determined in accordance with recent market intelligence;
ii) the Board is required to confirm compliance with the Policy and this waiver to all
shareholders in the annual report and notice of meeting (as appropriate); and
iii) Directors’ remuneration will not be differentiated solely on the basis that one or more
director is an Associated Director.
d. There is precedent for this decision.

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Appendix One
7. Environment Southland is a majority shareholder of SPN. Any Associated Director is considered
by SPN to represent the interests of Environment Southland.
8. The SPN Constitution requires the Board to be governed by a minimum number of six directors.
SPN Directors’ remuneration is determined in accordance with the SPN Board Charter and
related policies and committees including the Policy and People and Performance Committee.
9. The guiding principle for remuneration, as set out in the Policy, is that remuneration will be at
market median level, and fair and reasonable in a competitive market for the skills, knowledge
and experience required by SPN. To the extent that any remuneration differs, that difference is
based on additional roles and responsibilities undertaken within SPN, however there is
consistency of treatment in fees payable for equivalent roles.
10. Environment Southland does not have any interest in the receipt of SPN Director remuneration.
SPN Director remuneration is paid direct to the SPN Directors personally. For completeness, no
SPN Director remuneration received by any Associated Director is passed to Environment
Southland.
11. For the purpose of determining the Directors’ remuneration, clause 4 of the Policy further provides
that a suitably qualified and experienced external consulting company is to be engaged as
appropriate to review market relativity of Board and committee member fees.
Application of the Rules
12. Rule 2.11.1 prohibits the payment of remuneration by an Issuer to a Director of that Issuer without
prior authorisation by an Ordinary Resolution.
13. Rule 6.3.1 disqualifies Directors intended to receive a payment or benefit in respect of a resolution
under Rule 2.11, and any Associated Person of that Director, from voting in favour of any
resolution under Rule 2.11.1.
14. Environment Southland can be considered an Associated Person of any SPN non-independent
Director as defined under the Rules, because the non-independent Director is also an
independent member of the Investment Committee and can be considered for the purpose of
definition (e) to be a director of Environment Southland.
15. The Investment Committee provides advice and reports to Environment Southland on its
investment portfolio and undertakes related activities to help maximise the returns to Environment
Southland.
16. As a result, the Investment Committee controls Environment Southland’s shareholding in SPN,
and while acting as a member of the Investment Committee any Associated Director acts in a
manner akin to a director (were Environment Southland a corporate). Pursuant to Rule 6.3.1,
Environment Southland is restricted from voting in respect of a resolution under Rule 2.11
(Directors’ Remuneration).

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Appendix Two
2.11 Directors’ Remuneration
2.11.1 No remuneration may be paid by an Issuer, or its Subsidiaries (unless such Subsidiary is a
Listed Issuer of Quoted Equity Securities), to a Director in his or her capacity as a Director
without prior authorisation by an Ordinary Resolution. Such resolution must express Directors'
remuneration as either a monetary sum per annum payable to:
(a) all Directors of the Issuer in aggregate, or
(b) any person who from time to time holds office as a Director of the Issuer. 2.11.2.
2.11.2 A resolution for the purposes of Rule 2.11.1:
(a) must only be approved if notice of the amount of any increase in remuneration has been
given in the notice of meeting, and
(b) may provide that the remuneration may, in whole or in part, be through an issue of Equity
Securities, provided the issue is in compliance with Rule 4.7.
2.11.3 If remuneration is expressed in accordance with Rule 2.11.1(a) and there is an increase in the
number of Directors from the number of Directors in office at the conclusion of a meeting of
Financial Product holders at which the remuneration was approved by an Ordinary
Resolution, the Board may, without an Ordinary Resolution, increase the remuneration
payable to all Directors of the Issuer in aggregate. The amount of the increase per additional
Director may not exceed the amount necessary to enable the additional Director or Directors
to be paid the average amount then being paid to each non-Executive Director (other than the
chairperson) of the Issuer.
2.11.4 A lump sum payment or pension may be made to a Director or former Director, or to his or her
dependents, on retirement or cessation of office provided that the amount of the payment, or
the method of calculation, has been authorised by an Ordinary Resolution.
2.11.5 The resolutions referred to in this Rule 2.11 are subject to the voting restrictions in Rule 6.3.

6.3 Voting Restrictions
6.3.1 Notwithstanding anything to the contrary in the Rules, persons identified in column 2 of the
table below are unable to Vote in favour of the resolutions listed in Column 1.

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