External Management Proposal – Special Meeting to be Called

NZX Announcement – 9 February 2018

External Management Proposal - Shareholders to Vote at Special Meeting

The Board of NPT Limited (NZX: NPT) advises that a binding agreement has now been entered
into between NPT and Augusta Capital Limited (NZX: AUG) to externalise the management of
NPT, following a comprehensive due diligence process and negotiation of terms.

While the agreement is binding, it is conditional upon the approval of NPT shareholders. A
Special Meeting of Shareholders will be called so that shareholders can discuss the proposal and
subsequently vote on a resolution to approve the transaction.

“Substantial progress has been made since it was announced last year that an agreement in
principle had been reached,” said NPT Chairman, Bruce Cotterill.

Since then, the NPT Board has worked through a robust process to evaluate the proposal and
negotiate the detailed terms.

The Board is satisfied that the proposal is in the best interests of all NPT shareholders in the
context of its current market position and preferred strategy.

KordaMentha was commissioned by the independent directors of NPT to prepare an Appraisal
Report, which has concluded that the transaction is fair to all shareholders.

“The NPT Board therefore intends to recommend that shareholders vote in favour of the
resolution to proceed with the externalisation of management. Further detail regarding the basis
for this recommendation will be set out in the Notice of Meeting. This will be sent to
shareholders ahead of the Special Meeting,” Mr Cotterill said.

At this stage, the meeting is likely to take place in March, with a date to be confirmed very soon.

Key terms of the agreement entered into between NPT and Augusta are:
• NPT will receive a one-off payment of $4.5m from Augusta
• The management agreement may be discontinued after a minimum period of five years,
under certain circumstances. Discontinuance would require shareholder approval and the
payment of a fee calculated by an agreed formula, outlined in the management agreement

• Under the proposed agreement the management fees to be paid to Augusta are consistent
with sector benchmarks, with the base fee being 0.5% up to $500m of assets under
management, and 0.4% on assets under management over $500m.
The NPT Board believe that key benefits to NPT of proceeding with the externalisation of
management to Augusta include:
• Immediate cost-savings in corporate overheads
• Access to Augusta’s substantial resources and expertise across all of the key areas of
property management - well beyond what NPT could reasonably afford itself based on its
current size and market position
• Benefits associated with Augusta’s market breadth and depth, which is likely to result in
access to more investment opportunities more quickly and therefore more rapid progress
against the strategy and goals of the NPT Board
• Demonstrated success in creating and applying growth strategies and a vested interest in
the success of NPT as its current largest shareholder.

Augusta will not participate in the shareholder vote on the proposed transaction, consistent with
its status as a ‘Related Party’.

Ends

Tony Osborne Bruce Cotterill
Chief Executive Officer Chairman
NPT Limited NPT Limited
T 09 375 9081 T 021 668 881
E tony@npt.co.nz E bruce@cotterill.co


Any media inquiries to be directed to:

Karyn Arkell
Grace PR
T 027 475 3511