South Port New Zealand : NZ Ltd - 2019 Notice of Annual Meeting

Notice of Annual Meeting

Notice is hereby given that the 31st Annual Meeting of the shareholders of South Port New Zealand Limited will be held in the South Port Board Room, Administration Building, Island Harbour, Bluff on Friday, 8 November 2019 at 11.00 am.

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 advance notice of the name/s of people wishing to attend is to be relayed by contacting Kirsten Hoyle either by phone [phone] or email [e-mail]. This is a mandatory requirement under the Maritime Security Regulations.

Business

1. FINANCIAL STATEMENTS

To receive and consider the Directors' Report, the Financial Statements, and the Auditor's Report for the year ended 30 June 2019.

2. DIRECTORS

To elect three Directors.

öö Mr P W Cory-Wright and Mrs C M Kearney retire by rotation in accordance with the Company's Constitution.

öö Mr Cory-Wright and Mrs Kearney now offer themselves for re- election to the Board of Directors.

öö Mr RGM Christie has duly elected to retire from the Board of Directors and does not wish to be re- elected.

öö The Company, in accordance with Clause 25 of the Constitution and NZX Listing Rule 2.3.2 has received a valid nomination from Ms N J Greer. Ms Greer now offers herself for election to the Board of Directors.

öö In the Board's opinion Mr Cory-Wright, Mrs Kearney and Ms Greer would, if appointed as at the date of this Notice of Meeting, each be an Independent Director of the Company as defined in the NZX Listing Rules.

Director Profiles are included with the Notice of Meeting

3. AUDITORS

To authorise the Board to fix the auditor's fees and expenses.

EXPLANATORY NOTE

The Office of the Controller and Auditor General continues in office in accordance with Section 19 of the Port Companies Act 1988 and Section 196 of the Companies Act 1993.

4. GENERAL 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 Meeting. Accordingly, we encourage you to send any questions you wish to raise to email address [e-mail] 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

NIGEL GEAR

Chief Executive

Dated at Bluff this 29th day of August 2019

Director Profiles

PHILIP WADE CORY-WRIGHT

BCA, LLB (Hons), CFInstD

Mr Cory-Wright is a Company Director and a Strategic Adviser based in Auckland. He is inaugural Chairman of Papa Rererangi i Puketapu (New Plymouth Airport) and a Director

of Matariki Forests, the Local Government Funding Agency and Powerco. Mr Cory-Wright was previously a member of the Local Government Infrastructure Expert Advisory Group. He has specialised in infrastructure businesses and recent roles include being acting Chief Financial Officer of Restaurant Brands, and an Adviser to Kordia, Ballance Agri-Nutrients, Auckland Airport, ACC and Higgins Group Holdings.

CLARE MARGARET KEARNEY

BAgSci, MProfStuds(Linc) CMInstD

Mrs Kearney's background is in Agriculture and Farm Business Management Consulting. She is a Justice of the Peace.

Mrs Kearney is Chairperson of Sport Otago, the Waitaki Safer Community Trust, interim Board member of NZ Alpine Club and former Director and Chair of Network Waitaki Ltd. Mrs Kearney was the winner of the Institute of Directors Otago Branch Aspiring Director Award in 2014. In recognition of this award Mrs Kearney acted as an observer director to the Dunedin City Holdings subsidiary company Taieri Gorge Railway Ltd during 2015.

NICOLA JEAN GREER

MCom (Hons)

Ms Greer is a Company Director based in Queenstown. She is currently a Director of New Zealand Railways Corporation and Progressive Commercial Ltd. Nicola was previously a Director of Heartland Bank Ltd.

Prior to her governance career, Nicola had extensive experience in NZ, Australia and the UK in the banking and finance sector. This encompassed a range of roles within the financial markets and asset and liability management at ANZ, Citibank, and Goldman Sachs.

Nicola also has a significant background in the New Zealand commercial property market, successfully developing and owning commercial property across a variety of sectors.

Proxy Appointment

If you are unable to attend the meeting, please complete and return your enclosed Proxy Form to Link Market Services Limited, in any manner as per the instructions on the reverse of the Proxy Form, not later than 11.00am on Wednesday,

6 November 2019.

Alternatively you can appoint your proxy and vote online. To vote online please visit the Link Market Services website at

https://investorcentre.linkmarketservices.co.nz/voting/SPN. You will require your Shareholder Number and Authorisation

Code (FIN) to securely access the website. Follow the prompts to appoint your proxy and direct your voting instructions.

Island Harbour, PO Box 1, Bluff 9842, New Zealand

• [phone]

• [e-mail]

  South Port NZ

WWW.SOUTHPORT.CO.NZ