Notice of meeting

notice of annual meeting
Notice is hereby given that the annual meeting of Kiwi Property Group Limited shareholders will be
held at the Level 4 Lounge West, South Stand, Eden Park, Gate G, 42 Reimers Avenue, Kingsland,
Auckland commencing at 10.00am on Thursday, 7 June 2018.
ing
meet

addresses
Our Chair, Mark Ford, and our Chief Executive, Chris Gudgeon,
will provide an overview of the Company’s performance for the
year ended 31 March 2018. There will also be an opportunity for
shareholders to ask questions.
resolutions
Shareholders will be asked to consider and, if thought
appropriate, pass the following resolutions:
1. That Mike Steur be re-elected as a director of the Company.
2. That Jane Freeman be re-elected as a director of the
Company.
3. That Mark Powell be elected as a director of the Company.
4. That the directors be authorised to fix the auditor’s
remuneration.
All resolutions are ordinary resolutions and are required to be
passed by a simple majority of the votes of those shareholders
who are entitled to vote and voting on the resolution, in person
or by proxy. Further information is provided under the headings
'procedural notes' and 'explanatory notes'.
The Board recommends unanimously that you vote in favour
of all resolutions.
general business
To consider any other matter that may be brought properly
before the meeting.
On behalf of the Board of Kiwi Property Group Limited.
attendance
All shareholders registered on the Company’s share register at
the date of the meeting are entitled to attend and vote at the
meeting.
voting and proxies
• A shareholder entitled to attend and vote at the meeting is
entitled to appoint a proxy to attend and vote on their behalf.
– A proxy need not be a shareholder.
– The chair of the meeting may be appointed to act as
proxy. If the chair of the meeting is appointed to act as
proxy and is not directed how to vote, the chair will vote in
favour of all the resolutions.
• A shareholder wishing to appoint a proxy can do so either:
– online at investorcentre.linkmarketservices.co.nz/
voting/KPG, or
– by completing the enclosed proxy form.
• The completed proxy form, or online proxy appointment,
must be returned to the Registrar, Link Market Services, by
any of the methods specified on the proxy form, to be
received no later than 10.00am on Tuesday, 5 June 2018
(being 48 hours prior to the meeting).
agendaprocedural notes
MARK FORD
CHAIR
4 MAY 2018

resolutions 1, 2 and 3 – re-election and appointment of directors
explanatory notes
Mike Steur
MEMBER OF THE AUDIT AND RISK COMMITTEE
AND THE REMUNERATION AND NOMINATIONS
COMMITTEE
DATE APPOINTED: JANUARY 2010
DATE LAST RE-ELECTED: JULY 2015
DIP VAL, FRICS, FPINZ, FAPI, MAICD
Jane Freeman
CHAIR OF THE REMUNERATION AND
NOMINATIONS COMMITTEE
DATE APPOINTED: AUGUST 2014
DATE LAST RE-ELECTED: JULY 2016
BCOM
Mark Powell
MEMBER OF THE AUDIT AND RISK COMMITTEE
DATE APPOINTED: OCTOBER 2017
BSC, MSC, MBA, BTHEOL, MA
In accordance with clause 28.9 of the
Constitution of the Company and NZX
Listing Rule 3.3.11, one third of directors
(or the number nearest to one third) must
retire at each annual meeting but shall be
eligible for re-election at that meeting.
The directors required to retire at the
annual meeting are those directors who
have been longest in office since their
last election or deemed election.
Mike Steur and Jane Freeman will retire at
the annual meeting, and each offer
themselves for re-election in accordance
with these provisions.
In accordance with clause 28.6 of the
Constitution of the Company and NZX
Listing Rule 3.3.6, any director appointed
by the Board must retire at the next
annual meeting but shall be eligible for
election at that meeting.
Mark Powell was appointed by the Board
during the year and will therefore retire
at the annual meeting. Mark offers
himself for election in accordance
with these provisions.
The Board has determined that Mike Steur,
Jane Freeman and Mark Powell will
be independent directors for the
purposes of the NZX Listing Rules if
re-elected or, in the case of Mark Powell,
if elected.
The Board is committed to ensuring that
it possesses the appropriate mix of skills,
knowledge, experience and diversity to
discharge its role and responsibilities.
The Board supports the re-election of
Mike Steur and Jane Freeman and the
election of Mark Powell as it considers
that these candidates have the expertise
to contribute to the overall skill set
required by the Board.
brief profiles for each director are as follows:
Mike Steur
Mike is a Sydney-based professional
director who has more than 35 years’
experience in property, spanning
valuation, asset management and
advisory within New Zealand, Australia,
the Pacific Islands and across Asia.
He has previously held senior executive
roles at CBRE and was previously Chair
of the Royal Institution of Chartered
Surveyors Global Valuation Professional
Group. Mike is an experienced non-
executive director, currently serving on
the boards of BWP Management, Dexus
Wholesale Property Fund and Healthcare
Wholesale Property Fund.
Jane Freeman
Jane is an Auckland-based professional
director who has extensive retail
experience and expertise in the field of
customer-driven technology. She is a
director of Foodstuffs North Island and
was previously a director of ASB Bank,
Delegat Group and Air New Zealand.
Jane has previously held a number of
senior general management roles in
major New Zealand businesses including
Telecom, ASB Bank, Bank Direct and
Clear Communications.
Mark Powell
Mark is an Auckland-based professional
director. A former Chief Executive of
The Warehouse Group, Mark has
extensive experience in strategy setting
and execution, cultural and digital
transformation, property development,
mergers and acquisitions and joint
venture management in publicly listed
companies. He initially worked in the
mining industry and then developed a
successful career as an executive leader
in retail, wholesale and logistics services
in New Zealand, North America, the
United Kingdom, Spain and Australia.
Since finishing at The Warehouse
Group in January 2016, in addition to
Kiwi Property, Mark has taken up
directorships with: JB Hi-Fi, the ASX-listed
Australasian retailer; Trinity Lands, a
New Zealand farming group; Halls Group,
a New Zealand logistics business; Stihl
Shop New Zealand; and a number of
not-for-profit charitable organisations.

resolution 4 – auditor’s remuneration
PricewaterhouseCoopers is automatically reappointed auditor of the Company at the
annual meeting pursuant to section 207(T)(1) of the Companies Act 1993, unless the
auditor gives notice that it does not wish to be reappointed. PricewaterhouseCoopers
has not given such notice. The resolution sought is to authorise the directors to fix the
remuneration of the auditor pursuant to section 207(S)(a) of the Companies Act 1993.
annual meeting location
Level 4 Lounge West, South Stand, Eden Park, Gate G, 42 Reimers Avenue, Kingsland, Auckland
p
Free parking is available in P5 off Reimers Avenue. Enter Eden Park via Gate G
g

Take the lift to Level 4. Enter the Level 4 Lounge.
countdown
mt eden
kingsland
railway station
morningside
railway station
st lukes road
sandringham road
dominion road
walters road
new north road
eden park
burnley terrace
gribblehirst road
paice ave
valley road
view road
bellevue road
sh16 north-western motorway
bond street
great north road
great north road
reimers avenue
morningside drive
airport
explanatory notes continued
p
g

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instructions
Before you complete the proxy form, please read the following
instructions, and the enclosed notice of meeting.
Please appoint your proxy online or complete the proxy form and
return it using any of the methods outlined below.
• All your shares will be voted in accordance with your directions.
For further information on the meeting and the resolutions, please
refer to the accompanying notice of meeting.
• A proxy need not be a shareholder.
• The chair of the meeting may be appointed to act as your proxy.
If the chair of the meeting is appointed to act as your proxy and
is not directed how to vote, the chair will vote in favour of all
the resolutions.
• For your proxy to be valid, it must be received by the Registrar,
Link Market Services, by any of the methods specified below, to
be received no later than 10.00am on Tuesday, 5 June 2018.
how to lodge your proxy form
online
investorcentre.linkmarketservices.co.nz/voting/KPG
You will require your CSN/holder number and Authorisation Code (FIN)
email
Scan and email to: meetings@linkmarketservices.co.nz
Add ‘Kiwi Property Proxy’ in the subject line
post
Within New Zealand Use the reply paid envelope enclosed
Outside New Zealand Affix relevant postage stamp and post to:
Link Market Services Limited, PO Box 91976, Auckland 1142, New Zealand
hand deliver
Link Market Services Limited, Level 11, Deloitte Centre, 80 Queen Street, Auckland
fax
Fax the completed proxy form to: +64 9 375 5990
privacy
Link Market Services advise that it requires information about you as an investor to be included in the public register of the entity in which you hold securities.
Information is collected to administer your security holding. Link Market Services’ privacy policy is available on its website at linkmarketservices.co.nz

for further information
For any enquiries, please contact the Company’s Registrar, Link Market Services, as follows:
email
enquiries@linkmarketservices.co.nz
telephone
+64 9 375 5998 or 0800 377 388
IF YOU ARE UNABLE TO ATTEND THE ANNUAL MEETING YOU MAY APPOINT A PROXY TO ATTEND AND VOTE AT THE MEETING ON YOUR BEHALF
appointment of proxy
Kiwi Property Group Limited annual meeting
10.00am on Thursday, 7 June 2018

STEP 1: Appoint a proxy to vote on your behalf
Resolution For Against Discretion Abstain
1. That Mike Steur be re-elected as a director of the Company.
2. That Jane Freeman be re-elected as a director of the Company.
3. That Mark Powell be elected as a director of the Company.
4. That the directors be authorised to fix the auditor’s remuneration.
notes on providing voting instructions
• Tick the relevant box to record your vote.
• If you mark the discretion box in respect of a resolution, your proxy may vote or abstain from voting as she or he thinks fit. However, if you appoint the chair of
the meeting as your proxy, the chair will vote in favour of all the resolutions.
• If you mark the abstain box in respect of a resolution, you are directing your proxy not to vote on your behalf and your vote will not be counted.
STEP 3: Signature
date
contact name contact phone number
email address
By supplying your email address you consent to receive your Kiwi Property investor communications by email.
notes on signing the proxy form
• If you are joint holders of shares, each of you must sign this form.
• If you are a company, this form must be signed on behalf of the company by a person acting under the company’s express or implied authority.
• If this form is signed under a power of attorney, a copy of the power of attorney (unless already deposited with the Registrar) and a signed certificate
of non-revocation of that power of attorney must be provided with this form.
I/We being a shareholder of Kiwi Property Group Limited entitled to vote at the annual meeting to be held at 10.00am on Thursday, 7 June 2018,
hereby appoint:
the chair or
name of proxy (full name)
address of proxy
Or failing him/her
name of proxy (full name)
address of proxy
to be my/our proxy to exercise my/our vote at the meeting, and at any adjournment of that meeting.
STEP 2: Provide voting instructions for your proxy