South Port NZ Ltd - 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): 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.
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: 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: [email protected]
Date of release through MAP: 24/09/2025

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Announcement PDF