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Kiwi Property delivers strong financial result

Full Year Results21 May 2018KPGReal Estate

NZX RELEASE
21 May 2018

Kiwi Property delivers strong financial result



Kiwi Property today announced a strong result for the year ended 31 March 2018, posting an

after-tax profit

1

of $120.1 million, driven by another record operating result as measured by funds

from operations (FFO)

2

. FFO grew by 8.2% to $111.3 million, reflecting a 5.2% lift in rental income

to $192.1 million, largely due to contributions from prior year completed developments and

strategic acquisitions.

Chair, Mark Ford, said that the result was positive for shareholders and that the Company’s

property portfolio was in excellent shape and positioned well for the future.

“In the 2018 financial year, we continued to grow revenues while improving the quality of our

investment portfolio through the sale of non-core assets, strategic acquisitions and the

commencement of new development projects. We have also improved our conservative

gearing position and executed strongly on capital management initiatives,” said Mr Ford.

A full-year dividend of 6.85 cents per share will be paid to shareholders, in line with guidance and

up from 6.75 cents per share in the prior year.

positioned for growth

“During the year, we successfully raised $157 million (net of issue costs) through a pro-rata

entitlement offer. We were pleased with the support we received from investors as this was an

important step to assist with funding our future investment and development opportunities,” said

Mr Ford.

“In February, we were delighted to give the green light to the previously foreshadowed

$223 million Galleria retail expansion at Sylvia Park, following 11 years of outstanding performance

and growth at the centre. Our vision for Sylvia Park is the creation of a world-class town centre

offering our customers exceptional retail, dining, entertainment and workplace experiences. This

latest retail expansion will consolidate the centre’s position as New Zealand’s favourite shopping

destination,” said Mr Ford.

focused execution

Chief Executive, Chris Gudgeon, said: “We currently have $370 million of developments in

progress that will continue to add significantly to both the income performance and quality of

our property portfolio.”

Sylvia Park continues to be a major focus, with highlights including:

> Our new dining offer, The Grove Dining District, which opened 100% leased in

December 2017.

> The ongoing construction and leasing of our $80 million office tower development,

No.1 Sylvia Park, anchored by insurance giant IAG. Post balance date, 6,740 sqm (five full

floors and a part floor) were leased to banking group, ANZ, taking the building to 90% leased.

> Commencement of construction of our Galleria retail expansion. The project is scheduled for

completion in mid-2020 and will feature approximately 60 new specialty retailers, a flagship

Farmers department store, international mini-majors and additional multi-deck carparking.

“At Northlands in Christchurch, we commenced construction of our vibrant new dining and

entertainment precinct, to be known as Langdons Quarter, in line with our strategy of providing

compelling dining and entertainment experiences that respond to customer demand”, said Mr

Gudgeon.



2

The Company continued its capital recycling programme with the sale of previously identified

non-core properties. The Majestic Centre was sold for $123.2 million in December 2017 and, post

balance date, an agreement to sell North City for $100 million was secured.

“Our balance sheet remains strong with gearing reducing to 29.7% as at 31 March 2018, down

from 34.5% in the prior year. A further highlight was the securing of a corporate credit rating and

the subsequent seven-year retail bond issue that raised $125 million,” said Mr Gudgeon.

strong investment portfolio performance

Kiwi Property’s investment portfolio was 99.6% occupied at year end, above its long-term

average, with a weighted average lease term of 5.3 years. The portfolio value increased to

$3.1 billion and net tangible asset backing increased to $1.40 per share.

Overall, rentals achieved through new leasing and rent reviews delivered growth of 3.5%.

Total retail sales of $1.8 billion were recorded across the retail portfolio, $1.6 billion of these from

our portfolio of seven shopping centres equating to growth of 3.9% (1.3% like-for-like) from last

year with particularly strong performances seen at Sylvia Park, The Plaza and Centre Place –

North. Positive total sales growth was recorded across most categories, with strong growth

delivered in the mini-majors, commercial services and pharmacy and wellbeing categories.

dividends and outlook

“Supportive economic and property market fundamentals, in combination with the robustness of

our property portfolio provides us with confidence the Company will continue to deliver a strong

financial performance,” said Mr Ford.

“We are projecting an increased cash dividend of 6.95 cents per share for the 2019 financial

year, absent material adverse events or unforeseen circumstances.”

“Our key focus in the year ahead will be on progressing our development projects underway at

Sylvia Park and Northlands, while also progressing our town centre vision for our development

land at Drury, South of Auckland,” said Mr Ford.

additional information

Kiwi Property has today also released an Annual Result Presentation, Annual Report, Property

Compendium and Sustainability Report which are available for download on the Company’s

website kp.co.nz/annual-result or from nzx.com.


Notes

1. The reported profit has been prepared in accordance with New Zealand generally accepted accounting

practice (GAAP) and complies with New Zealand Equivalents to International Financial Reporting

Standards. The reported profit information has been extracted from the annual financial statements

which have been the subject of an audit pursuant to the New Zealand Auditing Standards issued by the

External Reporting Board.

2. FFO is an alternative non-GAAP performance measure used by Kiwi Property to assist investors in assessing

the Company’s underlying operating performance and to determine income available for distribution.

FFO is a measure commonly used by real estate entities to describe their underlying and recurring

earnings from operations. FFO does not have a standard meaning prescribed by GAAP and therefore

may not be comparable to information presented by other entities. FFO is calculated by Kiwi Property in

accordance with the Voluntary Best Practice Guidelines issued by the Property Council of Australia (the

Guidelines). During the financial year, the Guidelines amended the method used to derive FFO to include

the amortisation of leasing fees. Kiwi Property has amended its current year FFO calculation to reflect this

change. The reported FFO information has been extracted from the Company's annual financial

statements which have been the subject of an audit pursuant to New Zealand Auditing Standards issued

by the External Reporting Board.

> Ends



3


Contact us for further information

Chris Gudgeon

Chief Executive

chris.gudgeon@kp.co.nz

+64 9 359 4011

Gavin Parker

Chief Operating Officer

gavin.parker@kp.co.nz

+64 9 359 4012


Stuart Tabuteau

Chief Financial Officer

stuart.tabuteau@kp.co.nz

+64 9 359 4025

About us

Kiwi Property (NZX: KPG) is the largest listed property company on the New Zealand Stock

Exchange and is a member of the S&P/NZX 15 Index. We’ve been around for more than 20 years

and we proudly own and manage a $3.1 billion portfolio of real estate, comprising some of New

Zealand’s best shopping centres and prime office buildings. Our objective is to provide investors

with a reliable investment in New Zealand property by targeting superior risk-adjusted returns over

time through the ownership and active management of a diversified, high-quality portfolio. S&P

Global Ratings has assigned Kiwi Property a corporate credit rating of BBB (stable) and an issue

credit rating of BBB+ for each of its fixed rate senior secured bonds. Kiwi Property is licensed under

the Real Estate Agents Act 2008. To find out more, visit our website kp.co.nz

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creating
exceptional

experiences

Kiwi Property has been creating exceptional experiences

for New Zealanders for nearly two and a half decades.

As New Zealand has grown, so too have we, keeping in

step with stakeholder demand for exceptional retail

and workplace experiences.

Today, we own a $3.1 billion portfolio including some of

New Zealand’s best known and most loved buildings.

In Auckland these include the iconic Sylvia Park, the

landmark Vero Centre and ASB’s head office building at

Wynyard Quarter, and in the Waikato, The Base,

in a joint venture with Tainui.

Our property assets are more than their physical

presence; they are spaces where New Zealanders can

shop, work, connect, live and grow. By ensuring our

assets remain attractive and in demand, we are able to

provide our investors with a reliable investment in

New Zealand property, targeting superior risk-adjusted

returns over time.

We are creating exciting places to shop and work.

In this Annual Report, we feature many of the

experiences we are shaping for our tenants and

their customers.

Image to be updated

Image to be updated
01

people
We’re passionate about creating a team of exceptional

people who are well cared for and who are empowered to

deliver outstanding outcomes for our stakeholders.

planet

Our sustainability programme has been in place for more

than 15 years and is aimed at creating better environmental

outcomes whilst optimising asset performance.

profit

When you create exceptional experiences, you

create assets that are in demand, resilient and that

perform strongly through market cycles.

We deliver for our stakeholders by taking a

holistic approach to investment management,

focusing on people, planet and profit.

Throughout this report you will read how the activities

Kiwi Property has undertaken during the 2018 financial

year have fulfilled these three elements.

people

profitplanet

kiwi property

annual report 2018

02

contents
kiwi

creating exceptional experiences

for New Zealanders

IFC

property

our destinations

PG 08

group

our strategy and results

PG 26

contents

2018 annual reporting suite

In conjunction with this Annual Report, Kiwi Property has released a

Property Compendium, Sustainability Report and Annual Results

Presentation which form part of our 2018 annual reporting suite.

All documents are available on our website,

kp.co.nz/annual-result

annual meeting

The 2018 annual meeting of

Kiwi Property shareholders will be held at

10.00am on Thursday, 7 June 2018.  

Level 4, Lounge West, South Stand, Eden Park

Gate G, 42 Reimers Avenue, Kingsland, Auckland

feedback

We welcome your questions and value your

feedback about our reporting approach.

Please contact us at info@kp.co.nz

Find us at linkedin.com/company/

kiwi-property-group

03

our shopping centres offer a
compelling retail mix and exceptional

social experiences

The rise of the digital age has brought with it an

increasing need for people to connect more in

real world environments.

In our shopping centres across New Zealand,

we are working tirelessly to deliver exceptional

experiences that bring Kiwis together – through

improved retail services, exciting family, community

and entertainment events, and by delivering

in-demand retailers, exciting pop-up attractions

and outstanding food choices.

By delivering engaging environments for

New Zealanders to shop, we attract high-quality

retailers, stay ahead of the competition, generate

increased foot traffic and produce high-performing

sales environments that ultimately provide better

returns for our investors.

On pages 10-15 and 20-25, read examples of

how our retail strategy is delivering exceptional

new experiences for our shopping centre

customers and retail tenants.

to

toshopshop

exceptional

places

Artist’s impression

kiwi property

annual report 2018

04

05

our office buildings connect people
beyond a simple place to work

As the lines between work and play continue

to blur, businesses are demanding more from

their workplaces than ever before.

Kiwi Property partners with our office tenants

to create contemporary spaces that are fit for

purpose and which focus on productivity,

engagement and connectivity.

Concierge services, resort-style end-of-trip facilities

and electric bike charging stations are just the start.

By delivering engaging workplace environments,

we are meeting the demands of our business

tenants and maintaining high occupancy levels

in our office buildings, thereby providing reliable

returns for our investors.

On pages 16-19, read examples of how our office

strategy is delivering exceptional new experiences

for our office tenants and customers.

totoworkwork

exceptional

places

kiwi property

annual report 2018

06

07

p
pe r

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pe

t yt y

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kiwi property

annual report 2018

08

Kiwi Property has been part of the New Zealand
landscape since 1993. We’ve developed

best-in-class shopping centres and landmark

office towers, and we increasingly see

ourselves as town centre investors.

But much more than that, we’ve created wonderful spaces that

New Zealanders can simply enjoy.

Each year, our shopping centres attract over 50 million visitors who

spend $1.8 billion on food, entertainment, retail goods and personal

services. Our office buildings provide great workplaces for over

6,000 New Zealanders, and we deliver a broad range of programmes

to support the prosperity and wellbeing of the communities

in which we operate.

Our properties are diverse environments that connect and engage

people through great experiences. They are spaces where

communities come together.

When we create great experiences, we seek to unite our

stakeholders, build brand preference and loyalty, and drive better

outcomes for our shareholders.

Today, we proudly own and manage $3.1 billion in direct

property investments in a portfolio that comprises some

of New Zealand’s best retail and office assets. We also manage

over $370 million of property on behalf of third parties.

Across our portfolio, we have more than $370 million of

development projects underway to deliver even better

environments for our tenants and customers.

In this section of the report you can read more about some of the

activities we have been working on over the past year.

wonderful

spaces

Find out more about our properties

in our Property Compendium which

can be found on our website,

kp.co.nz/annual-result

09

Sylvia Park: Auckland’s
retail powerhouse

Sylvia Park continues to be a great

New Zealand retail success story. Growing

in value by over $285 million since opening

in 2006, the centre was last year named

New Zealand’s favourite shopping centre

to visit in a nationwide survey conducted

by Nielsen

1

.

Since the 2009 financial year, annual retail

sales at the centre have grown by nearly

$200 million to $551 million and our net

income has grown by more than $14 million

to over $41 million per annum. Our retailers

have seen customer numbers grow to more

than 15 million every year.

By bringing the right stores and operators

to Sylvia Park, we have created a highly

productive retail environment.

We are positioning the centre for the future

by constantly evolving our retail mix in

response to consumer preferences,

focusing on high performing stores and

in-demand retailers.

Sylvia Park is currently home to more than

200 retailers. Some of the great names

we have introduced to Sylvia Park in recent

times include New Zealand’s first ever

stores for fashion giants H&M and Zara,

the homewares retailer Adairs, beauty

specialist Kiehls, apparel retailer Seed,

and outstanding food merchants including

PappaRich and a new Malaysian street food

venture, Hawker & Roll.

In the past year, we have added to the

shopper experience with the addition

of The Grove Dining District. The Grove

Dining District provides a contemporary

alfresco dining experience featuring

ten restaurants and a new landscaped

outdoor and entertainment area.

This year we will complete a ~600 space

centrally located multi-storey carpark

adding further amenity to the centre for

our customers.

We are thrilled to have recently

commenced works on our Galleria retail

expansion project. Read more on this

exciting project on page 12. It’s all part of

our commitment to deliver the spaces

where New Zealanders want to be.

“Sylvia Park has been a runaway

success since we first opened its

doors in 2006.”

– Chris Gudgeon, Chief Executive

1. In 2017, Sylvia Park was named New Zealand’s favourite shopping centre to visit in a nationwide Nielsen

survey. The survey was conducted by Nielsen from 20 February to 13 March 2017. Nielsen had a sample size

of 2,507 interviews, with a predicted margin error of +/- 2.0% at the 96% confidence level.

l

l

y

y

s

s

a

a

ii

v

v

kiwi property

annual report 2018

10

$287m
value gain

cagr

+

4.9%

FY07FY08FY09FY10FY11FY12FY13FY14FY15FY16FY17FY18

$414

$835

capital expenditure, value and value gain ($m)

cumulative value gaincumulative book value

net operating income ($m)

(excluding property management fees)

FY09FY10FY11FY12FY13FY14FY15FY16FY17FY18

$27.1

$41.6

specialty sales productivity ($/sqm)

FY09FY10FY11FY12FY13FY14FY15FY16FY17FY18

$7,200

$13,400

moving annual turnover ($m)

FY09FY10FY11FY12FY13FY14FY15FY16FY17FY18

$353

$551

cagr

5.1%

cagr

7.1%

11

we’re taking
sylvia park to

the next level

“Our shoppers have been asking for more retail

brands in one easy location and we are excited to

be able to deliver for them. We expect to bring a

host of new to New Zealand brands to Sylvia Park,

as well as a great mix of local favourites.”

– Ian Passau,

GM Development

Artist’s impression

kiwi property

annual report 2018

12

13

leven years after we first opened its
doors, New Zealand’s favourite

shopping centre is about to get even

better. We have given the green light

to a $223 million retail expansion at Sylvia Park.

In response to customer demand, our Galleria retail

expansion will add approximately 60 new retailers

and 18,000 sqm of retail space to the centre.

Key features include:

— a new two-level, 8,100 sqm flagship Farmers

department store

— new i

nternational brands and concept stores,

including selected retailers from Sylvia Park’s

current waiting list of specialty tenants

— a new generation, sophisticated dining

precinct delivering quality casual dining and

chef-inspired concepts, and

— a new multi-deck carpark, offering approximately

900 carparks, with direct access to the Galleria,

taking the total number of carparks at the centre

to around 5,000.

Sylvia Park, located 10km south of the Auckland

CBD, is New Zealand’s largest shopping centre and,

on completion of the expansion project, will have

total retail floor space of over 90,000 sqm.

This latest retail expansion will further consolidate

the centre’s position as New Zealand’s favourite

shopping centre and is the latest in a suite of

projects, all contributing to our vision to deliver

a world-class town centre at Sylvia Park.

Since opening New Zealand’s first H&M and

Zara stores in October 2016 we successfully

opened The Grove Dining District in

December 2017, featuring an expanded range

of contemporary dining experiences.

By mid-2018 we will complete construction of

our new 10-level office building, bringing

approximately 1,000 office workers to the site,

and by the end of this year we will complete our

new five-level, ~600 space, central carpark building.

project details

We have executed a fixed price lump sum contract

for the Galleria project with our builder, Naylor Love,

which provides construction cost certainty for our

investors. Works commenced in March of this year

and we look forward to opening the doors to

customers in mid-2020.

The projected value of Sylvia Park on completion

of the Galleria project has been assessed by

independent valuer CBRE at $1.12 billion.

The project is being debt funded from existing

facilities and is expected to provide an initial net

incremental income yield on capital expenditure of

5.7%, growing to 6.2% by year three and an internal

rate of return in excess of 10%.

Further information about Sylvia Park can be

obtained from the centre’s website sylviapark.org.

e

e

people We will create Auckland’s largest

enclosed retail centre, delivering a world-class

shopping experience while continuing to provide

exceptional community programmes including

KiwiFit and KiwiBubs.

planet Sylvia Park has a number of

environmental programmes in place including

rainwater harvesting for grey water, solar panels

for electricity generation and recycling

programmes for waste management.

During construction of the Galleria, wherever

possible, our main contractor will seek to

reuse and recycle construction materials,

minimise waste, and source local materials

and sub-contractors.

profit The Galleria project is expected to

provide an initial net incremental income

yield on capital expenditure of 5.7%, growing

to 6.2% by year three, a developmental

margin of $20 million and an internal rate of

return in excess of 10

%.

kiwi property

annual report 2018

14

Artist’s impressions
15

Tell us about IAG. Who are you and
what do you do in New Zealand?

IAG is the leading general insurance

provider in New Zealand. Insurance

products are sold directly to customers

predominantly under the AMI and State

brands, and through intermediaries

(insurance brokers and authorised

representatives) predominantly under

the NZI and Lumley brands. Personal

lines and commercial products are also

distributed under third party brands by

IAG’s corporate partners, including large

financial institutions (ASB, BNZ, Westpac).

IAG employs about 3,500 staff housed

in 81 locations throughout New Zealand.

What attracted IAG to Sylvia Park as a

destination for your business?

Location, amenity and access:

— the location – the site is accessible,

particularly for staff living in East

and South Auckland

— am

enity – a shopping centre and

gym on site, and

— access to public transport – the site

has its own train station and bus links.

How many employees will you house

at Sylvia Park and what functions will

they perform?

About 350 staff supporting customers

with insurance sales, claims management

and various other support functions, for

example: loss adjusting and motor

vehicle assessing.

How would you describe the

IAG culture?

At IAG we encourage staff to live our

Spirit: Closer, Braver, Faster.

What does workplace flexibility

mean at IAG?

Enabling staff to have more choice in

where, when, with who and how they

will work. Staff may work at our new

hubs like Sylvia Park or from home,

or a mixture of both. This also extends

to flexibility on hours or days of the

week worked. Within our office there

is a choice of work settings, including

normal desks which anyone can use,

collaborative spaces and focus areas.

How have your workplace

environments changed over time?

What has been the biggest driver

of change?

We have been operating in an open

plan environment for some time, with

standard desking and a choice of meeting

rooms. Each person has their own desk.

We are now moving to an environment

where most people will not have a

designated desk but work in zones and

choose their work setting depending

on their work. For example, if working

on a detailed document or presentation

then you may choose to work in a focus

area, or if working on a project you may

choose to sit close to other project

members around one table.

The drivers of change are:

— to m

eet the needs of teams that are

continually changing in size

— th

e increasing need to support project

activities, and

— recognition that for improved

productivity people need more choice

in alternative settings to work in.

It is also very inefficient from a cost

perspective to have designated desks

not being utilised while people are on

leave or in lengthy meetings. Generally,

we can operate allowing for an 80%

desk-to-staff ratio, as long as we have

some settings that support peak times

of use. Technology through use of WiFi

and mobile devices has helped support

this new environment.

“Thanks to the hard work of

our commercial and development

teams, high-quality corporates

ANZ and IAG, together with

the ground floor retailers, will

occupy around 90% of the office

building, providing our investors

with a predictable, long-term

income stream.”

– Michael Holloway, GM Commercial,

Kiwi Property

sylvia park prepares to

welcome its first office tenants

Kiwi Property will soon welcome insurer IAG as an anchor tenant

to its new No.1 Sylvia Park office building, delivering a new home

for IAG’s support team and a long-term rental income stream for

Kiwi Property. We caught up with Tim Griffith, National Property &

Administration Manager, to discuss IAG’s new life at No.1 Sylvia Park.

kiwi property

annual report 2018

16

Tim Griffith, National Property & Administration Manager, IAG
What was your inspiration for your

fit-out? What did you hope to achieve

for the business?

A flexible environment that accommodates

changing numbers of staff and enables staff

choice. We are an insurance company and

at times need to support various events

(weather or earthquake) which the more

flexible workspace will support.

What are you most looking forward

to at Sylvia Park?

Bringing our different teams together,

enabling a mix of experiences from our

many different brands and staff. Staff who

enjoy shopping will be looking forward to

having New Zealand’s largest shopping

experience next to their workspace.

Artist’s impression of No.1 Sylvia Park

people Our office tenants will enjoy

outstanding end-of-trip facilities, bicycle parking

and all the amenity of a shopping centre.

Our office tenants will also enjoy exceptional

public transport access, with Sylvia Park

having its own railway station and bus links.

planet No.1 Sylvia Park has achieved a

5-star Green Star design rating, which means

the building is highly resource efficient.

profit Following ANZ’s full occupation, the

project is expected to yield 7.4% with an

internal rate of return in excess of 9.0%.

17

Financial services corporate Suncorp New Zealand – best known locally
for its Asteron Life and Vero Insurance brands – has been a mainstay tenant

at Kiwi Property’s Vero Centre since it first opened in 2000. A major shift

in business strategy meant an equally major rethink on how it housed

its New Zealand head office, leading to a spectacular upgrade

of its Vero Centre premises.

vero centre –

realising suncorp’s

cut-through vision

Paul Smeaton (CEO) and Catherine Dixon (Executive General Manager, People

Experience), Suncorp and Chris Gudgeon, Chief Executive, Kiwi Property

kiwi property

annual report 2018

18

c
c

atherine Dixon, Suncorp’s

Executive General Manager,

People Experience,

remembers clearly the

hurdles faced by Suncorp New Zealand

in bringing its life and general insurance

businesses together.

“At the beginning, we still very clearly

had a life business and a general

insurance business; our Asteron Life

business was ‘blue’ and our general

insurance business, being Vero

Insurance, was ‘red’,” she recalled.

“The sense of belonging to one brand

had not really come to fruition. We had

pulled everyone together but we didn’t

have a single identity. With our teams still

sitting in areas defined by our market

brands, we weren’t using our space

efficiently, so used our lease renewal

as an opportunity to really look at the

way we work.”

That’s when Suncorp approached

Kiwi Property with a bold vision to bring

their united organisation to life, at the

same time seeking to change the way

many of the Suncorp teams worked

to produce higher collaboration,

productivity and connectivity.

Suncorp’s Vero Centre head office

houses around 800 employees, from

senior management to those in insurance

assessment, support and customer

service. In the company’s previous

environment, teams were assigned

spaces within floors, but Suncorp

wanted even greater workplace flexibility.

“We wanted to be much more fluid in

the way we worked. We recognised that

we needed to work differently to create

greater collaboration...and one of the

ways we could achieve that was by having

consecutive office floors connected by an

internal staircase,” said Ms Dixon.

“The way our people work really does

depend on their role: we have those

who are in our contact centre where they

need a really clear ergonomic work

station that is well set up with good

technology; those who are a little more

fluid, who move around from time to

time, such as team leaders; and those

people who work far more flexibly.

“We also recognised that not everyone

is going to be in the building at the same

time. We have assessors and sales teams

out on the road and a large number

of people who need or want to work

flexibly and need to be well connected by

technology from home.”

Out of this recognition grew a new

workplace mandate: improved

technology, agile working environments,

inter-floor connectivity, and a mix of

formal and informal spaces for people

to meet and collaborate.

“Kiwi Property’s support in achieving this

was absolutely critical. They’ve been a

truly fantastic partner to work with, not

just providing us with decant space so we

could undertake the refurbishment and

cut through the floors while still

operating, but in trusting and helping to

realise our vision, the centrepiece of

which is a very beautiful staircase, which

allows our people to easily connect and

collaborate,” she said.

The staircase, is in itself, an

engineering spectacle; over

140 tonnes of concrete were

removed from four floors,

replaced by 40 tonnes of steel.

"Technology was another huge enabler

of our workplace vision. With over 800

people working in this building, 300 in

different parts of New Zealand and

colleagues in Australia, India and the

Philippines, technology was key to ensuring

a high level of connectivity.

Through this redevelopment we have been

able to take away the ‘red’ and the ‘blue’

and unite under a single Suncorp brand;

our ’go to market’ brands are there, but

you would be hard placed to tell now who

in our office works under which brand.

That’s exactly what we wanted to achieve,”

said Ms Dixon.

The final floor was occupied in April 2018.

While Suncorp is still getting used to

its new environment, Ms Dixon said

the immediate feedback was

overwhelmingly positive.

“There are a lot more conversations going

on within the business, and you see more

people naturally congregating in small

groups to catch up and to deal with issues,

rather than setting up formal meetings,”

said Ms Dixon.

“Kiwi Property’s upgrade to the lobby has

also facilitated our shift to more mobile

working. Our people use it a lot. You would

never go to the lobby without seeing

Suncorp people having a meeting with

internal and external people,” said Ms Dixon

“And our people love all the new facilities,

especially those who cycle to work or go

to the gym.”

How are the staff adapting to an agile

working environment?

"We knew that this was going to be a big

shift for our people, so we had a change

strategy in place to help everyone settle

into our new workplace. We also ran

development programmes for leaders on

how to lead teams who are dispersed or

working in new ways. It’s a new way of

thinking for some," said Ms Dixon.

"It’s fair to say that some took to it like

ducks to water and others are working

their way through it."

What’s next for Suncorp?

“There is always a danger that, once things

are in place, everyone relaxes and nothing

happens after that. We have to be proactive

and check how it is going. We have a team

of people – our floor champions – plus our

real estate and HR people, who are

continuing to work with teams to ensure

they feel supported in their environment

and empowered to continuously improve

our workspace culture."

Suncorp have also installed a new

system, Serraview, to help employees

locate both people and available

workstations. It will also allow them to

monitor utilisation, and improve the

effectiveness of the workspace over time.

Paul Smeaton,

Suncorp New Zealand CEO

As founding tenants, Suncorp

New Zealand has enjoyed a long and

proud association with Kiwi Property

and the Vero Centre.

Two years ago, Suncorp New Zealand

embarked on a journey to create an

inspiring new workplace so our people

could thrive.

Our new home is a transformative

space that provides our people with

different options, depending on how

they choose to work. I was thrilled to

share our official opening of it last

month with Ngāti Whātua Ōrākei, the

mana whenua of Tāmaki Makaurau,

who brought to life for us their rich

history and connection with the area.

I look forward to the next stage of our

journey in the Vero Centre.

19

Is it possible that the modern lifestyle destination will drop the
four-letter word M.A.L.L. as it reinvents itself as a mixed-use

offering featuring food, hospitality, entertainment and other

experiential asset-growth segments?

Looking across New Zealand and the world, it is clear our

shopping centres, malls, retail precincts – whatever you want

to call them – are no longer single-purpose shopping malls,

they are mixed-use spaces offering so much more than

product-focused retail.

Changing customer needs and behaviours bring new

opportunities to our lifestyle destinations through food,

hospitality and entertainment. The ever-changing demands

of consumers is one of the biggest concerns our clients

have as they seek to tailor buildings, spaces and experiences

fit for the modern lifestyle. Those consumer behaviours are

constantly evolving. Reacting and responding to global

trends and individual needs, consumers now demand a

highly customised lifestyle. As people seek more ways to

connect in real time and extend their social experiences,

food is a big component of this.

As advisors to the retail industry, we are witnessing

a number of important changes in the sector:

The shopping centre is now a food and

hospitality destination.

Vegan and vegetarian options are growing fast

and millennials are demanding quality and choice –

fast food is no longer the go-to food.

Fresh food markets are continuing to grow in

New Zealand and overseas.

Entertainment will continue to grow as food and

hospitality increases.

The evening economy is growing and will

continue to do so.

Home delivery for food will evolve and include more

choices in beverages and desserts.

Food tenancies will grow sales by focusing on home,

office and venue deliveries.

Shopping centres will be defined by their food and

hospitality credibility.

Hospitality groups are now replacing Mum and Pop

fast food operators.

Fast food operators are elevating their offer to

introduce table service.

Quick service operators will offer table service and

alcohol as part of their strive to elevate service and

maximise average spend.

Beautiful spaces are now the norm, not the exception.

“Reacting and responding to global trends

and individual needs, consumers now

demand a highly customised lifestyle.”

– Francis Loughran, Founder and Managing

Director of Future Food

navigating the new

food frontier

At Kiwi Property, we’ve been actively addressing the surge in demand for food experiences, reflected

by the recent delivery of our dining lanes, The Brickworks and The Grove Dining District, at LynnMall and

Sylvia Park. It’s also reflected in our remixing efforts across our retail portfolio and in developments,

such as the new Langdons Quarter contemporary food precinct at Northlands and the sophisticated

casual dining experience within the Galleria retail project at Sylvia Park.

We asked our independent food advisor, Francis Loughran, Founder and Managing Director of Future

Food, why he believes food is reshaping the shopping centre environment. He had this to say:

Food is fast becoming the new retail frontier as people across the

world seek dining experiences to add to their social calendars.

kiwi property

annual report 2018

20

people Kiwi Property has increased dining
and entertainment options for New Zealand

shoppers in step with customer demand.

Examples include our new outdoor dining lanes,

The Grove Dining District at Sylvia Park and

The Brickworks at LynnMall and our

development of the new Northlands’ food

precinct, Langdons Quarter.

planet With an increased food offer comes

the potential for increased waste to landfill.

Examples of initiatives we have in place across

our portfolio to divert waste from landfill include:

— turning coffee grounds waste to compost,

which is used by community gardens for

growing fresh fruit and vegetables

— waste sorting to ensure that, where possible,

items are recycled, and

— encouraging our retailers to use paper rather

than plastic straws.

profit In FY18, one-third of all new lease

deals across our shopping centre portfolio

were to food tenants. Half of these were new

to the portfolio.

21

We’re excited that HOYTS has agreed to provide an
outstanding cinema offer to Northlands’ moviegoers for

another 15 years – tell us about your exciting new fit-out.

It is a cinema experience unlike anything else available in

Christchurch. We have taken cinema-going to the next level!

HOYTS Northlands is now a fully-licensed cinema featuring

HOYTS powered recliners. Every standard seat in the entire

complex is a recliner, so guests can put their feet up, kick back

and relax to enjoy their movie.

What do you think will excite your audiences the

most about your new fit-out?

We started our design phase with our “EXPERIENCE MORE”

brand promise in mind, so have approached the site with

comfort and guest experience at the heart of our offer. Our

powered recliners are built with more room to relax and more

comfort overall, so our guests will love heading to the movies.

We have had fantastic feedback from our other recliner sites

with guests sharing their love for the new experience, “The new

seats are awesome! So comfortable and the best way to watch

a movie. Nice work HOYTS!” There really is no better way to

experience a movie at the cinema.

Are Kiwi moviegoers any different to global audiences?

Kiwis, like all cinemagoers around the world, love a great movie.

What makes New Zealand such a wonderful market is the love

and support for local product. We often see Kiwi movies outdo

the Hollywood blockbusters at the box office – that is HUGE!

It’s great to see Kiwi moviegoers get behind local talent.

It’s actually a very rare thing in many markets.

What’s the biggest change to occur in cinemas

over the past 20 years?

There have been so many changes but they’ve all led to industry

improvements. Digital cinema changed the way movies could

be viewed and allowed for more cinemas to have access to

great films. The whole entertainment experience at the cinema

has changed, particularly at HOYTS where we have opted to

move on from the traditional upright cinema seats and a typical

food and beverage option that’s just a soft drink and popcorn.

Instead, we’ve stuck to our mission to innovate, create and

challenge the normal cinema experience by putting in powered

recliner seats more comfortable than anything you can imagine

as well as adding in a fully licensed bar with food offering.

The cinema has become a complete entertainment experience.

What’s driving that change?

Technology has played a huge part in this. The cinema

experience we only dreamed of a few years ago is now a reality

thanks to innovations in the technology space. It’s a very

exciting time to be in this industry.

Thinking about the entire cinema experience, what is always

a sure-fire hit with moviegoers?

Great movies and great experiences. While we can’t control

what movies get made, we can make sure our guests have an

outstanding experience when they visit us. This is why we are

refurbishing our network of cinemas and continually challenging

ourselves to create the best experience possible; this includes

our customer service as well as our physical cinema space.

food and film:

northlands receives an

entertainment makeover

Currently under construction are our 13 new food tenancies, including two new external

restaurants, along with a contemporary refurbishment from cinema operator HOYTS.

HOYTS has just unveiled a dazzling refurbishment. We asked Tyrone Dodds,

General Manager Property and Development for HOYTS, what Northlands moviegoers

can look forward to at the new-look HOYTS.

Northlands shoppers are in for a treat with the creation of Langdons Quarter,

a vibrant new dining and entertainment precinct.

“As more Kiwis seek spaces to socialise and

interact in their daily lives, we are increasing our

food and entertainment offers across our portfolio.”

– Greg Tolley, Development Manager, Kiwi Property

kiwi property

annual report 2018

22

people Northlands’ shoppers will now be
able to experience a first-class cinema offer,

combined with a modernised food offer and

outdoor dining options.

planet As part of our redevelopment, we

will also be investing $6.8 million in seismic

strengthening activities as we seek higher asset

performance in a seismically active region.

profit The Langdons Quarter dining

precinct is due to open to our customers

in November 2018, with 62% of the food offer

and dining tenancies committed.

The newly refurbished HOYTS Northlands

opened its doors to customers in May 2018.

We are targeting a 6.0% initial yield on

non-seismic project cost, and a target

10-year internal rate of return of 8.0%.

What has been the inspiration for your fit-out?

Our guests are always our inspiration; how can we

make it a more enjoyable experience – give them

more room, more comfort.

What’s the best night to visit HOYTS

Northlands and why?

That actually isn’t an easy answer! The experience

is going to be fantastic any day or night of the

week, so it truly does come down to what the

guest prefers. What we typically see is that our

teen market likes the weekend nights, families

enjoy the day time as they entertain their children,

parents/carers with babies enjoy the weekdays

with our Prams at the Pix sessions, our retired or

shift-working audience tends to visit during

weekdays and of course an opening night of

a big blockbuster movie is always popular for

those who want to see it before anyone else.

We always aim to provide our audiences with

a diversity of content, so any day of the week

is a good day to visit us.

What movie are you most looking forward

to this year?

There are some outstanding movies coming

out this year. I am really looking forward to

Deadpool 2 which opened on 17 May just after

the completion of the HOYTS Northlands

makeover. My kids and I are also looking

forward to Incredibles 2 on 14 June.

Tyrone Dodds, General Manager Property and Development for HOYTS

23

fresh, tasty and vibrant:
hawker & roll debuts

at sylvia park

Having wowed New Zealanders with the Malaysian flavours of

his acclaimed Madam Woo restaurants, Josh Emett is inspiring Sylvia Park

shoppers with his new casual eatery, Hawker & Roll.

In another superb collaboration with business partner and CEO, Fleur Caulton, Hawker & Roll

is taking diners by storm with its fresh, tasty and vibrant Malaysian street food-style fare.

We caught up with Josh to talk about food, business and his new Sylvia Park venture.

Josh Emett and Fleur Caulton, Hawker & Roll

kiwi property

annual report 2018

24

You’ve partnered with Fleur Caulton to
create the Mayfare Group. What is it

that brought you together and keeps

you together?

Both Fleur and I are passionate about

good food, good cuisine, and excellent

service. We both grew up surrounded

by food and in restaurants, so it’s a space

that we both feel very comfortable in and

committed to. It’s also wonderful working

together with Fleur because she’s a

passionate Kiwi and firmly believes in

supporting New Zealand industry

whenever possible.

Madam Woo has been a runaway

success in New Zealand; what led you

to create Hawker & Roll?

Madam Woo is recognised as one of the

best restaurants in New Zealand, with the

flagship location in Queenstown recently

making the Cuisine Good Food Awards

Short List for 2017. Fleur and I were eager

to adapt the much-loved menu into a

format that can reach a broader audience.

What attracted you to Sylvia Park?

When considering a location for our

first Hawker & Roll, we wanted it to be

Auckland, and Sylvia Park felt like a

natural fit because of the new restaurant

precinct, The Grove Dining District,

which opened in December 2017.

With renovations underway, Sylvia Park

is set to become New Zealand’s leading

destination for international retail brands,

which is exactly the backdrop we wanted

for Hawker & Roll.

What can diners expect at

Hawker & Roll?

Guests who dine at Hawker & Roll are

welcomed with an energetic and lively

atmosphere, surrounded by Asian-inspired

décor that creates the perfect backdrop

for a relaxed meet up with friends or

family. Hawker & Roll offers more options

and flavours of the hawker roll currently

available at Madam Woo. The menu also

includes a variety of healthy sides and

add-ons, as well as a selection of grab

and go options for those in a rush.

What excites you most about food?

The hawker roll is a crowd favourite;

people started raving about it from the

moment we opened our doors. But we

didn’t want to stop there: the hospitality

industry is all about being innovative, so

we thought, we have this well-loved dish,

how can we make it even better? That’s

the most exciting thing about food to me:

how we can always build on what’s been

done before.

How do you keep your menus fresh

and exciting? From where or from

whom do you draw your inspiration?

Travel. Each year we take a group of staff

from Madam Woo to Malaysia so they can

constantly feel re-inspired by the cuisine.

It’s amazing how getting out of your

comfort zone and trying different flavours

and food combinations can inspire you in

the kitchen.

If you could have a long lunch in one

of your restaurants with anyone at all,

who would it be?

Roger Federer, he is the man. He has

eaten at restaurants I have run before but

I have always left him in peace.

What’s the biggest business

challenge you’ve faced? What did

you learn from it?

Learning how to balance work and

home life. It took me a good few years

to figure out that you can’t have one

without the other.

What ingredient are you never without

in your own kitchen?

Eggs – a key ingredient in so many things

from savoury to sweet. There are always

avocados as well.

What’s next for the Mayfare Group?

With this new fast-casual format, the idea

is to have the Sylvia Park location be the

first of many. We’re really excited about

opening our second Hawker & Roll in

Queenstown very soon. Aside from that

we always have our heads down and

focused on all our businesses to make

sure they are running like clockwork.

“Delivering exciting new

experiences and great operators

is what makes Kiwi Property so

successful – we’re listening to

our customers and delivering.”

– Aubrey Cheng, Manager Retail

Leasing, Kiwi Property

25

g
up

r

o

g

u p

r

o

kiwi property

annual report 2018

26

we are
kiwi property

long-term

total returns

>9%

per annum

our vision

to deliver New Zealand’s best retail and workplace experiences

our investment strategy

we invest in a diversified portfolio of retail

and office assets that are expected to

outperform by consistently attracting high

levels of tenant demand

our goals

our strategy enablers

our values

our people-oriented culture is proudly built on

excellence, leadership and doing what’s right

our objective

to provide investors with a reliable investment

in New Zealand property through the

ownership and active management of a

diversified high-quality portfolio

pre-tax funds from operations

per share growth

>2%

per annum

we add value

we acquire, develop and

divest property assets to

optimise value

we maintain a strong

balance sheet

we focus on maintaining a

strong financial position with

conservative gearing

we are active managers

we seek to optimise asset

performance through intensive

asset management

we leadwe have a passion

for excellence

we do

what’s right

we’re people-

people

27

results

our core portfolio
we focus on the growth and enhancement

of a core investment property portfolio

we have a strong bias to Auckland

we favour Auckland given its superior prospects for economic,

population and employment growth

we have a strong retail bias

we target

— prominent regional shopping centres

— large format retail centres

that are in

— the ’golden triangle’, predominantly Auckland (in particular

locations favoured by the Auckland Unitary Plan) and the Waikato

— regions outside of Auckland with positive growth prospects

our office portfolio

we target

—prime-grade assets in Auckland

— assets in Wellington that attract

long-term leases to the Crown

third party management

we also manage properties for third parties and joint owners to diversify

our revenue streams and leverage our management platform

kiwi property

annual report 2018

28

office
buildings

shopping

centres

large format

centres

$1.9b

6 properties in

Auckland

$301m

1

3 properties in

Wellington

$262m

2 properties in

Hamilton

$207m

1 property in

Palmerston North

$240m

1 property in

Christchurch

1. On 11 April 2018, Kiwi Property entered into an unconditional agreement for the sale of North City.

The asset is recorded at its net sale price and settlement is expected to occur no later than July 2018.

in addition to our core portfolio, we hold other

properties and development land with a combined

value of over $140 million

29

results

This annual report is dated 18 May 2018
and is signed on behalf of the board by:

MARK FORD

CHAIR

MARY JANE DALY

CHAIR OF THE AUDIT

AND RISK COMMITTEE

K E Y DATE S

7 June 2018

annual meeting of shareholders

19 June 2018

KPG030 (2024 maturity) bond interest payment

21 June 2018

FY18 final dividend payment

20 August 2018

KPG010 (2021 maturity) bond interest payment

7 September 2018

KPG020 (2023 maturity) bond interest payment

19 November 2018

FY19 interim result announcement

19 December 2018

FY19 interim dividend payment

KPG030 (2024 maturity) bond interest payment

kiwi property

annual report 2018

30

contents
results

PG 32

financials

delivering on strategy

PG 62

five-year summary

PG 64

financial statements

PG 67

notes to financials

PG 73

corporate governance

PG 101

other investor

information

remuner

ation report

PG 118

other shareholder information

PG 124

directory

PG 131

31

results

letter from the chair
Mark Ford, Chair

kiwi property

annual report 2018

32

chair’s report

target
long-term

total returns

>9%

per annum

pre-tax funds from operations

per share growth

>2%

per annum

achieved

long-term

total returns

9.3%

2017: 9.7% per annum

pre-tax funds from operations

per share growth

-

2.5%

2017: 12.5% per annum

disciplined

investment strategy

Dear shareholders

Welcome to our 2018 annual report.

I am pleased to report that Kiwi Property has again delivered a positive result for shareholders

and that our property portfolio is in excellent shape and positioned well for the future. It is a

direct result of the disciplined and consistent implementation of our investment strategy over

many years that puts us in our current position of strength. Property is a long-dated asset class

and successful property companies focus on the long term.

As always, we remain focused on our objective of providing investors with a reliable investment

in property. We continued to meet our shareholder goals by delivering long-term total returns

of 9.3% per annum, in excess of our 9% target. Due to an increased number of shares on issue

following the equity raise in July 2017 and the sale of a non-core asset, we were below our

target pre-tax funds from operations per share growth of greater than 2%, achieving -2.5% per

annum for the latest financial year, compared with +12.5% per annum for the prior year.

Undertaking this equity raise in July 2017 was an important step to assist us with funding our

future investment and development opportunities. We were pleased with the support we

received from you, our investors, raising net proceeds of $157 million.

In February, we were delighted to give the green light to the previously foreshadowed

$223 million Galleria retail expansion of Sylvia Park, following 11 years of outstanding

performance and growth at the centre. The proceeds from the equity raise are being

applied to funding this development. Our vision for Sylvia Park is the creation of a

world-class town centre, offering our customers exceptional retail, dining, entertainment

and workplace experiences. This latest retail expansion will consolidate the centre’s

position as New Zealand’s favourite shopping destination.

You can read more about our projects at Sylvia Park, together with

a full update on the financial and operating highlights for the year,

in the report from our Chief Executive, Chris Gudgeon,

commencing on page 38.

33

results

people, planet and profit
Your board has maintained a steadfast commitment to environmental, social

and governance matters, which we refer to as our focus on ‘people, planet and profit’

(turn to page 02 to read more).

This year, we are releasing our 2018 Sustainability Report alongside our Annual Report.

Like many companies, our sustainability programme began with a focus on implementing

environmental initiatives that would reduce operating costs and allow us to tread more lightly

on this planet. Today, more than 15 years later, we are increasingly focused on engagement that

brings us closer to our communities, builds better social experiences and rewards, produces a

strong corporate culture and ensures our investments are enduring. I encourage you to read

our Sustainability Report which you can download from our website.


The Sustainability Report is available on our website,

kp.co.nz/annual-result

As always, we are committed to ensuring the Company adheres to best practice corporate

governance principles and high levels of ethical standards. During the year, we adopted all

of the NZX’s best practice recommendations encompassed in the new NZX Corporate

Governance Code. You can read more about our corporate governance practices

commencing on page 101.

Your board has also continued to focus on the health, safety and wellbeing of our people, as

well as the gender and ethnic diversity of our people to ensure we are well placed to serve

our customers and the communities in which we operate. You can read more about our

people initiatives commencing on page 46.

leadership change

Last July our Chief Executive, Chris Gudgeon, signalled his intention to retire from

the position in September 2018, after ten years in the role.

We have conducted interviews of domestic and international candidates in our search for a new

Chief Executive to replace Chris. We have been impressed by the high calibre of candidates

and look forward to providing you with an update on our selection in the near future.

We are grateful to Chris for his contribution to Kiwi Property over his ten-year tenure and look

forward to making the most of his talents in his remaining time with the business.

board changes

We said goodbye this year to Joanna Perry, who had served as an independent director for

close to 11 years and we welcomed in her place Mark Powell. Mark is well known in

New Zealand and brings with him extensive experience in strategy setting and execution,

cultural and digital transformation, property development, mergers and acquisitions and

joint venture management in publicly listed companies.

Following Joanna’s retirement, Mary Jane Daly was appointed Chair of the Audit and Risk

Committee, and Mark Powell was appointed as a Member of the Audit and Risk Committee.

The change in both the board and leadership team is an opportunity to inject fresh ideas into

our business, while maintaining a clear focus on our investment objectives and the execution

of our business strategy.

kiwi property

annual report 2018

34

chair’s report

FY18 cash dividend
6.85 cents

per share

projected FY19 cash dividend

6.95 cents

per share

MARK FORD

CHAIR

dividends

I am pleased to confirm a full-year cash dividend of 6.85 cents per share, up from 6.75 cents

in the prior year and in line with guidance.

Our dividend policy is to pay out up to 100% of funds from operations (FFO)

1

, our measure of

underlying earnings. To provide flexibility, we retain income to smooth dividends through

times when earnings are affected in the short term by planned investment or development

activity. Our target payout ratio is typically between 85% and 95% of FFO.

We are committed to delivering sustainable and attractive returns to our shareholders.

For some investors, Adjusted Funds From Operations (AFFO)

1

represents an important

measure of dividend sustainability. The use of dividend policies based on AFFO is an

increasing trend with New Zealand property entities and is common amongst

Australian property entities.

In light of this, it is the board’s intention to transition to a dividend policy based on AFFO, over

time. Over the next few years, the board will be looking to balance the competing priorities

of maintaining and gradually increasing cash dividends, while at the same time seeking to

grow AFFO to cover those dividends.

We are pleased to advise that for the 2019 financial year, we are projecting an

increased cash dividend of 6.95 cents per share, absent material adverse events or

unforeseen circumstances.

outlook

Supportive economic and property market fundamentals, in combination with the

robustness of our property portfolio provides us with confidence the Company will continue

to deliver a strong financial performance.

conclusion

Thank you to my board colleagues and our people for their continued enthusiasm and

dedication to delivering exceptional outcomes.

I would also like to thank our investors for your continued support of Kiwi Property. I look

forward to being able to share more details on our 2018 annual result at the annual meeting

of shareholders, which will be held in Auckland on Thursday, 7 June 2018. Details of the

meeting can be found on page 03 of this report.

1. Funds from operations (FFO) and adjusted funds from operations (AFFO) are non-GAAP financial information and are common investor metrics for property entities.

The Company calculates FFO and AFFO in accordance with the Voluntary Best Practice Guidelines issued by the Property Council of Australia. For further information

on FFO and AFFO refer to page 65.

35

results

the board
MARY JANE DALY

CHAIR OF THE AUDIT AND RISK COMMITTEE

DATE APPOINTED: SEPTEMBER 2014

DATE LAST RE-ELECTED: JULY 2016

BCOM, MBA

Financially savvy

Risk manager

Strategically agile

Skier

RICHARD DIDSBURY

MEMBER OF THE REMUNERATION AND

NOMINATIONS COMMITTEE

DATE APPOINTED: JULY 1992

DATE LAST RE-ELECTED: JULY 2017

BE

Entrepreneur

Winemaker

Property developer

Arts patron

MARK FORD

CHAIR OF THE BOARD

MEMBER OF THE AUDIT AND RISK COMMITTEE AND

REMUNERATION AND NOMINATIONS COMMITTEE

DATE APPOINTED: MAY 2011

DATE LAST RE-ELECTED: JULY 2017

ACA, FACD (DIP), NSWIT DIP (COMM.)

Property and development savvy

Deal doer

Street wise

Collector of funky t-shirts

kiwi property

annual report 2018

36

the board

JANE FREEMAN
CHAIR OF THE REMUNERATION AND

NOMINATIONS COMMITTEE

DATE APPOINTED: AUGUST 2014

DATE LAST RE-ELECTED: JULY 2016

BCOM

Strategist

Coach and mentor

Leader

Fitness enthusiast

MIKE STEUR

MEMBER OF THE AUDIT AND RISK COMMITTEE AND

REMUNERATION AND NOMINATIONS COMMITTEE

DATE APPOINTED: JANUARY 2010

DATE LAST RE-ELECTED: JULY 2015

DIP VAL, FRICS, FPINZ, FAPI, MAICD

Extensive property experience

Connected

Forward looking

Boatie

MARK POWELL

MEMBER OF THE AUDIT AND RISK COMMITTEE

DATE APPOINTED: OCTOBER 2017

BSC, MSC, MBA, BTHEOL, MA

Retail leader

Problem solver

Rugby fanatic

Theologian

Comprehensive profiles of our directors can be found

on our website, kp.co.nz/about-us/our-people

37

results

chief executive's review
chief executive’s review

Chris Gudgeon, Chief Executive

kiwi property

annual report 2018

38

positioned
for growth

In the 2018 financial year, we continued to grow revenues while improving the quality

of our investment portfolio through the sale of non-core assets, strategic acquisitions and

the commencement of new development projects.

We have maintained our conservative gearing, executed strongly on capital

management initiatives and made ourselves more attractive to investors by

securing a corporate credit rating.

We increasingly see ourselves as mixed-use or town centre investors, creating diverse,

engaging environments that connect New Zealanders – exceptional places for

exceptional people. A strong focus on customer experience inspires our

management priorities and investment activities.

Over the next few pages I share with you our highlights of the 2018 financial year.

achieved strong financial result

Net profit after tax

1

was $120.1 million, which is down on the prior year result of

$143.0 million, due to lower revaluation gains on our property portfolio this year and the

absence of fair value gains on interest rate derivatives experienced in the prior year.

Importantly however we delivered a strong underlying operating result, as measured by our

funds from operations (FFO)

2

. FFO again grew to a record result of $111.3 million (up 8.2%)

predominantly reflecting growth of 5.2% in rental income to $192.1 million, driven largely by

contributions from completed developments and strategic acquisitions.

Our property portfolio value increased to $3.1 billion, with net tangible assets increasing to

$1.40 per share, up from $1.39 in the prior year.

As outlined by the Chair, we are pleased to confirm a full-year cash dividend to shareholders of

6.85 cents per share, in line with guidance and up from 6.75 cents per share in the prior year.

This strong result reflects the benefit of our ongoing portfolio enhancement and is

underpinned by the focused execution of our investment strategy.

1. The reported profit has been prepared in accordance with New Zealand generally accepted accounting practice (GAAP) and complies with New Zealand Equivalents to

International Financial Reporting Standards. The reported profit information has been extracted from the annual financial statements which have been the subject of an

audit pursuant to the New Zealand Auditing Standards issued by the External Reporting Board.

2. FFO is an alternative non-GAAP performance measure used by Kiwi Property to assist investors in assessing the Company’s underlying operating performance and to

determine income available for distribution. FFO is a measure commonly used by real estate entities to describe their underlying and recurring earnings from operations.

FFO does not have a standard meaning prescribed by GAAP and therefore may not be comparable to information presented by other entities. FFO is calculated by

Kiwi Property in accordance with the Voluntary Best Practice Guidelines issued by the Property Council of Australia (the Guidelines). During the 2018 financial year, the

Guidelines amended the method used to derive FFO to include the amortisation of leasing fees. Kiwi Property has amended its current year FFO calculation to reflect this

change. The reported FFO information has been extracted from the Company’s annual financial statements which have been the subject of an audit pursuant to

New Zealand Auditing Standards issued by the External Reporting Board.

Kiwi Property is in excellent shape, with a high-quality portfolio of retail

centres and office buildings, a robust balance sheet and an exceptional team

of professionals committed to executing a clear investment strategy.

Our Chief Financial Officer, Stuart Tabuteau, provides more in-depth

details of our financial result on page 62.

39

results

outlook for New Zealand
shopping centres is robust

The outlook for New Zealand’s retail

sector remains robust.

Compared to global benchmarks, the

New Zealand shopping centre sector is

relatively undersupplied, with the amount

of retail floorspace per person being one

quarter that of the United States and half

that of Australia. Particularly in Auckland,

the growth in retail floorspace has not

kept pace with demand, which has been

fuelled by population growth, creating

opportunities for strong centres to

expand and take market share.

Further underpinning the outlook for

retail sales growth more generally is the

prospect of continuing economic

growth. The latest New Zealand Institute

of Economic Research (NZIER)

Consensus Forecast projects solid

growth in GDP for the next few years,

citing increased expectations for

household and Government spending

and a rebound in consumer confidence

that is expected to flow through to solid

growth in household spending.

NZIER’s GDP growth forecast for the

year to March 2019 is 3.1%, growing

to 3.3% in 2020 before moderating to

2.

9% by 2021.

Within Kiwi Property’s shopping centres,

demand for space from domestic and

international retailers is strong, as

evidenced by our high 99.6% portfolio

occupancy rate. This is because at

Kiwi Property we focus on delivering

the right mix of in-demand retailers and

customer experiences – an approach

which delivers positive results for our

specialty store operators who have

witnessed sales productivity improve

7.1% in the past 12 months from

$9,900 per square metre to $10,600

per square metre.

After more than a decade of competition

from online sales, we can now say with

confidence that the retail sector has

room for both online sales and bricks

and mortar retail, with the latter’s ability

to connect people socially becoming

an increasingly important differentiator.

As online retailers become more

sophisticated, their need for an

omni-channel presence to capture

both online and instore sales has

evolved and we are now witnessing

more online retailers dovetail their

online presence with physical stores.

This is a positive outcome for retail

property owners, who will have even

greater choice when selecting the right

tenant mix for their centres.

The natural coexistence of bricks and

mortar retail and online retail is borne

out with research from global property

research firm MSCI, who produced

an interesting piece recently on retail

property returns in the United States.

MSCI’s research

1

indicates that total

returns from retail property have not

been materially impacted from the

growth in online when compared against

returns from other property classes.

The firm’s data tracked returns over a

16-year period – during which time online

sales grew at 15% per annum from 1% to

9% of total sales.

1. MSCI Research Insights, February 2018.

chief executive’s review

our strategic objective

to provide investors

with a reliable investment

in New Zealand property

through the ownership

and active management

of a diversified

high-quality portfolio

FY18 highlights

profit after tax

$120.1m

2017: $143.0m

funds from operations

$111.3m

2017: $102.8m

funds from operations

per share

7. 8 4 c p s

2017: 7.95 cps

net tangible assets

$1.40 per share

2017: $1.39 per share

kiwi property

annual report 2018

40

3. Further information about S&P Global Ratings’ credit rating scale is available at www.standardandpoors.com.
A rating is not a recommendation by any rating organisation to buy, sell, or hold Kiwi Property securities.

The rating is current as at the date of this Annual Report and may be subject to suspension, revision or

withdrawal at any time by S&P Global Ratings.

maintain a strong

balance sheet

we focus on maintaining

a strong financial position

with conservative gearing

FY18 highlights

gearing 29.7%

corporate credit rating

BBB (stable)

weighted cost of debt

4.99%

FY19 balance sheet focus

We will:

Focus on further diversifying

our sources of debt facilities

and extending the weighted term

of our overall debt facilities.

add value through

our investment

decisions

we add value through

the strategic acquisition,

divestment and development

of property assets

FY18 investment highlights

increased our weighting

to our preferred sector

sector diversification

by portfolio value

retail

68%

office

27%

other

5%

robust capital management

We continued to maintain a strong

and conservative balance sheet and

stayed active in our capital

management programme.

We were delighted to secure a credit

rating during the year, with the Company

being assigned a corporate credit rating

of BBB (stable) from S&P Global Ratings

3


and an issue credit rating of BBB+ in

respect of the Company’s fixed-rate

senior secured bonds.

During the year, we undertook the

following capital management activities:

— raised $161 million of new equity

through a fully underwritten

pro-rata entitlement offer, providing

a net $157 million to reduce bank

debt before being applied to

value-enhancing projects

— further diversified our sources of

debt through the addition of China

Construction Bank and HSBC to

our pool of lenders, and

— ra

ised $125 million through the

issue of seven-year fixed-rate

senior secured bonds.

At year end:

— ou

r gearing ratio reduced to 29.7%,

down from 34.5% in the prior year, due

to the repayment of bank debt from

the proceeds of the entitlement offer

and the sale of The Majestic Centre,

together with the positive valuation

gains on our property portfolio

— we m

aintained a healthy 3.6-year

weighted average term to maturity

on our debt facilities, and

— we m

aintained a low weighted

average cost of debt of 4.99%.

creating value for the future

development of property assets

We currently have $370 million of

developments in progress that will

continue to add significantly to both

the income performance and quality

of our property portfolio.

In our office portfolio, we delivered

refurbished premises for the insurer

Suncorp New Zealand and law firm,

Russell McVeagh, at our landmark

Auckland office tower, Vero Centre.

The retention of both these tenants on

long leases of 12 years has provided

income security for the Company and the

refurbishments have transformed the

working environments for these tenants.

Read more about Suncorp’s stunning

new fit out on page 18 of this report.

In December 2017, we delivered a

$9 million dining precinct at Sylvia Park,

known as ‘The Grove Dining District’.

Created to respond to current consumer

demand for food and entertainment, the

project opened with ten eateries offering

a vibrant array of food, including Josh

Emmett and Fleur Caulton’s Hawker &

Roll, along with Birdie’s Bar and Deli,

Cleaver & Co, The Little District, Mexico,

Better Burger, Garrison’s Public

House, Casablanca, Wagamama and

The Coffee Club.

The project opened 100% leased and

will deliver an initial yield of 7.8% growing

to 8.2% over the following two years,

with a projected 10-year internal rate of

return of 10%.

Read more about Josh Emmett and

Fleur Caulton’s Hawker & Roll venture

on page 24 of this report.

The Grove Dining District followed the

successful opening of H&M and Zara in

2016, and was the next in a series of

projects being delivered at Sylvia Park,

all designed to bring to life our vision to

create a world-class town centre.

In addition to the dining precinct we

undertook the following development

activity at Sylvia Park during the year:

—Progressed construction and leasing of

our office building referred to as

‘No.1 Sylvia Park’. With completion of

this project expected by July this year,

we are delighted that the building is

now 90% leased. The building is

anchored by insurance giant IAG and,

post balance-date we leased 6,740 sqm,

or five whole floors and a part floor to

banking group, ANZ. Both of these

high-quality tenants have committed to

nine-year leases. Attracting tenants of

such high calibre to the building is

testament to the truly unique and

high-quality office solution and working

environment the building offers.

Further testament to the building’s

quality was confirmation that it has

achieved a 5-star Green Star design

rating, meaning the building is

highly efficient from a resource

usage perspective.

sector diversification

41

results

chief executive’s review
FY19 focus

We will:

Continue to progress

our developments at

Sylvia Park – bringing to

life our vision to create a

world-class town centre.

Open Langdons Quarter

at Northlands to customers

in November 2018.

Progress structure

planning process for our

Drury land with

Auckland Council.

Settle the sale of North City.

geographic diversification

by portfolio value

Auckland

66%

Wellington

10%

Hamilton

9%

Christchurch

8%

Palmerston North

7%

geographic diversification

The cost of the project remains on

budget at $80 million. ANZ will

progressively take occupation

between June and December 2019.

Following ANZ’s full occupation, the

project is expected to yield 7.4% with

a projected 10-year internal rate of

return in excess of 9%.

Read more about IAG’s move to No. 1

Sylvia Park on page 16 of this report.

— Progressed construction of a new

$36 million multi-deck carpark.

This project is on-budget and on-time

to complete in November 2018,

delivering ~600 additional parking

spaces for our customers.

— As noted by the Chair, we were

delighted to announce that we were

proceeding with our retail Galleria

expansion, bringing approximately

60 new specialty retailers, a two-

storey Farmers department store,

international mini-majors and a

further multi-deck carpark adding

~900 car spaces. Construction

commenced in March this year

and we look forward to opening the

doors to customers in mid-2020.

The project is expected to provide

an initial yield of 5.7%, growing to

6.2% by year three, and an internal

rate of return in excess of 10%.

Read more about the history and success

of Sylvia Park and our Galleria

development plans on pages 10 to 17.

The other major project we commenced

during the year was construction of a

vibrant new dining and entertainment

precinct, to be known as Langdons

Quarter, at Northlands in Christchurch.

Again, this development is directly in line

with our strategy of providing compelling

food and dining experiences that

respond to customer demand.

The project features a new dining

precinct beneath a newly refurbished

HOYTS cinema offer, together with

seismic strengthening works in that area.

The total cost of our development is

$18.8 million (which includes $6.8 million

of seismic strengthening works) and is

expected to provide a 6% yield on cost

(excluding strengthening costs) in the first

full year post completion. Construction

commenced in January 2018 and is due

to complete in November 2018.

Read more about why food is important

on page 20 and about our makeover at

Northlands on page 22.

Looking to the longer-term horizon, we

have progressed our town centre

planning for our 51-hectare landholding in

Drury, south of Auckland, which we aim to

develop over a 20-year timeframe to

coincide with predicted population

growth, household formation and

employment growth in South Auckland.

In conjunction with key infrastructure

providers and neighbouring landowners

and developers, we are participating in

the Auckland Council-led structure plan

for the broader Drury/Opaheke precinct.

This is a pre-cursor to securing a town

centre zoning that will enable us to

construct or facilitate retail, commercial

and residential development on the land.

transaction activity

Our asset recycling programme of

previously identified non-core assets

progressed well during the year. The sale

of The Majestic Centre settled in

December 2017 for $123.2 million and,

post balance-date, we secured the sale of

North City for $100 million. Settlement is

scheduled to occur no later than July 2018.

These sales enable us to pay down debt

to provide us with further funding

capacity to focus on value-added

investment opportunities in line with our

core investment strategy.

Kiwi Property assumed management of

The Majestic Centre on behalf of its new

owner in December 2017 but will no

longer manage North City on settlement

of the sale.

During the year we acquired a 3.2 hectare

property adjacent to Sylvia Park for

$27.1 million. When combined with our

existing adjacent landholdings at Sylvia

Park, this acquisition has enabled us to

consolidate a strategic 7.7-hectare

landholding adjacent to Sylvia Park.

We have no immediate plans to redevelop

the land; however, given our world-class

town centre vision for Sylvia Park and

Mt Wellington’s status as a Metropolitan

Centre, it makes good sense for us as a

long-term investor to increase our

landholdings in this strategic location.


kiwi property

annual report 2018

42

intensive asset management
We are active managers of our property

investments, which means we employ

dedicated teams to ensure our shopping

centres provide the right tenancy mix and

attractions for our customers, and that

our office buildings remain in high

demand from business tenants.

Kiwi Property is now enjoying the benefits

of both a stable economy and a sound

delivery platform. Continuing demand for

quality retail and office property, especially

in Auckland, is keeping occupancy high.

Economic growth is supporting demand

and ongoing rental growth, with improving

operating revenues. Investor demand for

high quality assets continues to lift

property values.

retail portfolio – creating

exceptional places to shop

To deliver on our strategy to create

exceptional places to shop, we have

continued to focus on improving our

retail offer and responding to customer

preferences by continuing to refine

our tenancy mix and by creating

exceptional experiences.

This has included re-weighting our retail

mix into categories experiencing higher

customer demand such as food catering

and retail services. We are also focusing

on a wide range of initiatives to enhance

the retail experience for our customers

and retailers, in a continuously changing

retail landscape.

The improvement in many of our key

metrics during the year reflects this focus.

key metrics

Retail income was up 5.8% (3.1%

like-for-like) on the prior year due to

full-year contributions from Westgate

Lifestyle, The Base and the Zara and H&M

developments at Sylvia Park, offset by

reduced income at Northlands as a result

of development impacted tenancies and

vacancies. Further, our income is

underpinned by the predominance of

fixed and CPI-related rent reviews. Rent

reviews completed in the current year

resulted in an uplift over prior passing

rents of 3.4%.

Our retail portfolio was 99.7% occupied at

31 March 2018, above our long-term

average occupancy of 99%, with a

weighted average lease term of 3.8 years.

retail sales

Total retail sales grew by 3.4% to

$1.8 billion during the year. Our portfolio

of seven shopping centres recorded total

sales of $1.6 billion, an increase of 3.9%,

while attracting more than 50 million

shopper visitors.

Particularly strong performances were

seen at Sylvia Park, where sales grew by

9.0%, and The Plaza, up by 5.1%. We were

pleased to see consistent like-for-like

growth of between 2.6% and 3.3% across

the majority of our shopping centre

portfolio and an overall 7.1% increase in

sales productivity for specialty retailers

to $10,600 per square metre. Consistent

with this, our specialty gross occupancy

cost (GOC) was 12.1%, down from 12.4%

a year earlier, indicating improved

affordability of rents and greater scope

for future rental growth.

Against the trend, sales at North City in

Porirua declined by 3.9% on a like-for-like

basis, but this was expected given the

elevated levels of trading experienced

during 2017 when other Wellington retail

centres were disrupted by the November

2016 Kaikōura earthquake. Like-for-like

sales at Northlands were also 1.5% lower

but again, this was not unexpected given

the redevelopment works currently

underway and the opening of new

supermarkets within its trading catchment.

experiences

This year we have continued our roll-out

of high-speed WiFi in each of our centres.

Our customers are able to access this

free of charge and the rich data we are

gathering from this is enabling us to gain

insights into customer behaviour,

including dwell times, foot traffic and the

way customers move around our centres.

Our focus in FY19 is to build a strong

data platform to leverage this information

to further enhance our customer

experiences, provide insights to our

retailers, and improve the way we

manage the centres.

4. Post balance date, the Company entered into an agreement for the sale of North City.

The sale is due to settle no later than July 2018.

intensive asset

management

we seek to optimise asset

performance through

intensive asset

management

our retail portfolio

4

9 retail centres

$2.1 billion value

355,000 sqm

net lettable area

964 tenants

$136.5 million

net operating income

FY18 retail portfolio

highlights

99.7% occupancy

3.8 years WA LT

+3.3% uplift on prior passing

rental from new leasing and

rent reviews

$1.8 billion retail sales

>50 million visitors a year

FY19 retail

portfolio focus

We will:

Use the customer data

we are collecting to further

connect with our customers.

Continue the leasing

programme for our Galleria

development at Sylvia Park.

Finalise our leasing deals at

Langdons Quarter.

43

results

chief executive’s review
our office portfolio

4 office buildings

$831 million value

96,000 sqm

net lettable area

59 tenants

$50.3 million

net operating income

FY18 office portfolio

highlights

99.3% occupancy

10.1 years WA LT

+4.4% uplift on prior passing

rental from new leasing and

rent reviews

FY19 office

portfolio focus

We will:

Focus on leasing up vacant

and expiring space in the

Vero Centre.

Roll-out a pilot of a tenant

internet portal within the

Vero Centre.

Welcome our first office

tenants to No.1 Sylvia Park.

We completed over 2,000 retail activations

in our centres. Activations are ‘pop up’

retail activities that allow retailers to

showcase products and brands that create

added attractions for shoppers while

garnering further income streams

for our investors.

We have continued to improve digital

wayfinding for easier parking and

have partnered with Be. Accessible to

provide an accessibility rating for each

of our centres.

office portfolio – creating

exceptional workplaces

Our office portfolio is in good shape,

due in part to recently completed

developments and the securing of long

lease terms at key assets, including

ASB North Wharf, The Aurora Centre and

44 The Terrace. Occupancy sits at 99.3%,

with a long weighted average lease term

of 10.1 years, providing long-term security

of income for our shareholders.

Office rental income was up 3.3%

(0.9% like-for-like) on the prior year,

with contributions from completed

developments at The Aurora Centre

and 44 The Terrace, offset by the

disposal of The Majestic Centre and

reduced income at the Vero Centre

largely due to a surrender payment

received in the prior year.

Our office assets provided a revaluation

gain of $54.3 million, benefiting not only

from macro-economic factors such as

positive office market fundamentals and

investor sentiment, but also property-

specific factors such as seismic resilience,

strong tenant covenants, long WALT and

limited deferred maintenance. The total

value of the portfolio is now $831 million.

The Vero Centre alone has contributed

$123 million in value gains over the past

five years, and when combined with

ASB North Wharf, our Auckland assets

have contributed $172 million.

Leasing activity was largely limited to that

within our premier Auckland office tower,

Vero Centre. New leases and rent reviews

completed have provided an uplift of

4.4% over prior passing rentals.

At Vero Centre, we have been successful

in retaining all key tenants on new

long-term leases and have facilitated

their requirement for office space

efficiency.

Good examples of this are

key anchor tenants Russell McVeagh

and Suncorp who have completed new,

inspiring and contemporary fit-outs.

A key focus for us in the year ahead

will be leasing 5,600 sqm of space, or

14% of the building, that has either

become vacant as a result of those

tenants reducing their space

requirements, or is space due to expire

in FY19. Subsequent to balance date,

we have completed leasing deals over

1,100 sqm of this vacant space with a

weighted average lease term of eight

years. With strong enquiry from tenants

we are confident in our ability to achieve

100% occupancy in the short term.

We also look forward to the completion

of No.1 Sylvia Park and welcoming our

first ever office tenants at Sylvia Park.

We continue to sharpen our emphasis

on our customers – our tenants and their

people – within our office buildings as we

position Kiwi Property as the provider of

choice for exceptional workplaces.

In each of our office buildings we have,

or are introducing, first-class end-of-trip

facilities, bookable visitor carparks,

carpark sharing options, concierge

services and more food and beverage

choices. An exciting initiative to be rolled

out over the next year is a tenant portal,

which will connect our tenants within a

building and provide online services,

including carpark booking and coffee

ordering, as well as building maintenance

services. These are designed to save our

customers time, money or both.

kiwi property

annual report 2018

44

treading more lightly on our planet
We are proud of our leadership position in

sustainability. We consider it an important

part of our value proposition.

Our corporate social responsibility

programme, which we bring together under

our ‘sustainability’ banner, has been in

operation for more than 15 years. Like many

companies, we began with a focus on

implementing environmental initiatives,

helping us to tread more lightly on the

planet while reducing operating costs.

Today, we are increasingly focused on

engagement that brings us closer to

our communities, builds better social

be

haviours and rewards, produces a

strong corporate culture and ensures our

investments are enduring.

Our sustainability programme was rewarded

again in the current year with a number of

successes and firsts.

Read more about our current year

sustainability highlights commencing

on page 50.

For the first time this year, we are releasing

our standalone Sustainability Report

alongside our Annual Report. If you want

to read more about our sustainability

programme, you can view this report on

our website kp.co.nz/sustainability.

fostering a high-performing culture

We see people and culture as a key enabler

to the delivery of our strategy. We have

been working diligently to build a highly

engaged, diverse and inclusive workforce.

A key focus over the past year has been

the preparation for moving into our new

corporate home at the Vero Centre, which

we did in April of this year. Due to growth in

our teams, our Auckland corporate teams

had been spread out over three floors in

two locations for the past few years. We are

excited to have brought everyone together

again under one roof and on one floor.

appointment of GM Retail

Subsequent to year end, we were pleased to

announce the appointment of Linda Trainer

to the role of GM Retail. Linda brings over

20 years’ experience in property, retail,

management and marketing. She has

overall responsibility for developing,

championing and delivering the retail

portfolio’s strategic objectives and goals,

and leading the retail team to optimise

profitability and investment performance.

Read more about the activities we have

been doing with our people on page 46.

reflections on the past decade

As noted by the Chair, I will be finishing my

tenure with Kiwi Property this September.

I have thoroughly enjoyed working with

Kiwi Property; it is a Company built on the

strength of its people and the outstanding

platform of knowledge and expertise

contained within it. I extend a very warm

thank you to the board and the entire

management team for their considered

counsel, indefatigable approach to creating

an exceptional company culture, and their

determination to deliver outstanding results

for all stakeholders.

On page 56, I reflect more on my time

at Kiwi Property.

the year ahead

Kiwi Property has performed well in FY18,

and we look forward to delivering positive

results in the year ahead.

Our key focus for the year ahead will be

on progressing our development projects

underway at Sylvia Park and Northlands

while also progressing our long-term town

centre vision for Drury.

We will continue to optimise the

performance of our portfolio by seeking

ways to improve our tenant and customer

experiences, ensuring our assets remain

resilient and in demand.

Once again, I thank you for your support of

Kiwi Property, and for the support given to

me during my time here.

CHRIS GUDGEON

CHIEF EXECUTIVE

45

results

strategic objectivesoutcomes this yearour future focus
we’re

people-

people

To create a workplace of

the future with new ways

of working

With a move to new corporate offices

in the Vero Centre in April 2018, we

have moved to activity-based work

practices, empowering our team to

work where and how they choose,

with maximum flexibility and minimum

constraints, to optimise collaboration,

productivity, wellbeing and space.

We will monitor the success of

our new workplace through

employee engagement and

productivity measures, and fine

tune where possible to ensure

our workplace of the future

remains fit for purpose.

We have embraced digital ways of

working with the use of apps for

internal communication, employee

carparking, pay and leave self-service,

performance and development and

remote system security access.

We will continue to leverage

technology and digitisation

of the workplace to increase

productivity, reduce occupancy

costs per employee and increase

our sustainable practices.

Our objective is to create a workplace that attracts, engages, develops and retains

the best people in the property industry, and for our team to be empowered,

inspired and free to be and do their best together, for our customers and investors.

– Kylie Eagle, Head of People and Culture

Kiwi Property has been evolving its people and culture strategy since we were

established. Here are some of our achievements for 2018, and an overview of

what we will be focused on in the year ahead.

creating a

strong culture

kiwi property

annual report 2018

46

chief executive’s review

strategic objectivesoutcomes this yearour future focus
we lead

Build leadership capability

at all levels of the

organisation as an enabler

of our strategic objectives

and our culture

In 2017 we launched ‘Elevate’,

the Kiwi Property Leadership

Development programme built

on developing leaders who are:

—real and adaptable

—coaches and connectors, and

— discoverers and visionaries.

87% of our people leaders

participated in leadership training

during the 2018 financial year.

Our leadership development

focus will continue to develop

how our leaders think and

learn, rather than what to think

and do.

We will work on measuring

our progress in this area by

undertaking an organisational

employee survey and

comparing our leadership

style profile against our

starting profile.

we have a

passion for

excellence

To attract, develop and

retain talent

We provide potential for development

via experience, exposure and education.

— 70% of development via

experience, day-to-day tasks,

challenges and practice.

— 20

% of development via

exposure to others, work situations

and collaboration.

— 10

% of development via education

and structured learning.

Attracting, developing and

retaining the best talent in the

industry is critical to building

a sustainable and high

performance organisation.

We are working towards

ensuring our talent is engaged

and career growth occurs

through individual learning and

development plans and a

coordinated approach to talent

management.

To support and build a future pipeline

of talent, we have committed to

supporting the education, promotion

and enablement of careers in the

property industry for Māori and

Pasifika students.

During the 2018 financial year, in

conjunction with Keystone Trust, we

designed a scholarship programme

for Māori and Pasifika students

undertaking tertiary study in property.

We look forward to being able

to name the first recipient of

the Kiwi Property Māori and

Pasifika scholarship in 2018.

CHRISTIE ZHAO

COMMERCIAL PROPERTY

MANAGER

47

results

strategic objectivesoutcomes this yearour future focus
we do

what’s

right

Create a culture of

inclusion, diversity, health

and safety, wellbeing and

giving back

cultural awareness

We continued to grow employee

awareness of New Zealand’s cultural

diversity through education and

celebrations of Diwali, Chinese

New Year and Matariki.

We have started the investment

to understand what makes

workplaces inclusive.

Our goal is to broaden and embed

diversity and inclusion into our ways

of working.

wellbeing

In the 2018 year there were 208

occurrences of employee

participation in at least one wellbeing

programme. For example, 45 of our

people took part in the Auckland

Marathon in November 2017.

We will continue our focus

on wellbeing.

diversity

During 2017, new diversity objectives

were put in place to continue focused

work on developing a workforce that is

a more reflective representation of the

communities and customers we serve.

The new objectives focused on

sourcing and attracting a broader

candidate talent pool and identifying

alternative recruitment channels in

order to attract and source a greater

representation of Māori, Pacific

Peoples, Asian and female candidates.

We are proud of our achievements

during 2018. At 31 March 2017,

the representation of women in

the leadership team was 17%.

At 31 March 2018, this increased to

25% and, post the reporting period,

increased further to 36%.

Of the 28 new recruits to Kiwi Property

during FY18, the ethnicity profiles of

these team members are moving us

closer to our objective of better

reflecting the communities we serve.

This can be seen in the table aside where

we compare the ethnicity profile of new

team members joining the business in

FY18 to New Zealand’s ethnicity profile

from the 2013 census.

We will continue our focus to

increase the proportion of women

and Māori, Pasifika and Asian

ethnicities in senior leadership roles.

chief executive’s review

Kiwi Property

recruits FY18

New Zealand

profile 2013

census

European89%74%

Māori22%15%

Asian15%11%

Pacific Peoples4%7%

Middle Eastern,

Latin American,

African

4%1%

The statistics add to greater than 100%

as some employees identify with more

than one ethnic group.

kiwi property

annual report 2018

48

69%
of our people leaders

are women

87%

of our people leaders

participated in leadership

training in FY18

208

wellbeing courses

or activities were

undertaken in FY18

providing the opportunity to inject

fresh ideas into the business

212

health and safety related

courses were

undertaken in FY18

16%

rolling annual

employee turnover

our people

highlights

across our workforceacross our workforce

1

new director

3

1


new leadership

team members

1. The role of Manager Shopping Centres, held by Shelley Jenkin, was elevated to a Leadership Team position on 23 April 2018. Linda Trainer was appointed to the role of

GM Retail on 6 April 2018 and commenced with Kiwi Property on 23 April 2018. Rebecca Oliphant was appointed to the role of Strategy Manager and commenced with

Kiwi Property on 28 August 2017.

49

results

categorycurrent year initiativesoutcomes
waste — continued to roll out the recent

learnings from our Sylvia Park

waste trials across the balance

of the retail portfolio

— we have reduced waste by a further 4.3% over the year – equivalent to

diverting waste from over 221 jumbo bins

—since our 2012 base measurement year, we have diverted

310 tonnes of waste from landfill, the equivalent of filling

507 jumbo bins

water — continued to implement

operational refinements to

achieve further efficiencies

— over the year, we have saved enough water to fill over 101 domestic

swimming pools

—since our 2012 base measurement year, we have reduced

water consumption by 23 million litres, enough water to fill

over 467 domestic swimming pools

energy — maintained our continuous

improvement approach to

reduce energy consumption

— upgraded a further 15% of

common area lighting to LEDs

— energy usage has reduced 7.9% over the year. This represents enough

energy to power over 199 houses for a year

—since our 2012 base measurement year, we have saved

enough energy to power 448 houses for a year

LED replacement project

— si

nce 2016, we have replaced over 9,700 fluorescent lights

with energy efficient LEDs. 80% of the portfolio’s common

area lighting has now been upgraded

— expected to save over 3,300,000 kWh per annum (enough to power

300 homes for a year)

— LED lights typically last 25 times longer than fluorescent

lights. As a result, this programme is expected to negate the need for

almost 300,000 fluorescent lamps over the life of

the LEDs installed

— LE

Ds also do not contain mercury, which means the programme will

prevent the need to dispose of almost 9kg of mercury

Our aim is to tread lightly on the planet; in doing so, we can create efficiencies

across our portfolio while building asset and business resilience.

– Jason Happy, National Facilities Manager

Our sustainability programme has now been in place for over 15 years.

Here is a summary of some of our sustainability achievements

for 2018. For more in-depth information you are invited to

read our 2018 Sustainability Report. This is available on

our website, kp.co.nz/sustainability.

building business

resilience

chief executive’s review

kiwi property

annual report 2018

50

categorycurrent year initiativesoutcomes
carbon — targeted achieving the highest

rating of NZX-listed entities in

the Carbon Disclosure Project

— submitted carbon footprint to

CDP for certification

— achieved A- rating in the carbon disclosure project

− for the third consecutive year, retained highest CDP rating of any

New Zealand listed entity

— retained our FSTE4Good rating

− one of only five New Zealand entities included in this index

— retained the highest level of carbon certification, ‘Carbon Managed’

− our carbon footprint has reduced by 40% over our 2012 base year

NABERSNZ — continued our programme to

obtain 4-5 star NABERSNZ

ratings for all office buildings

owned or managed by

Kiwi Property by FY20

— 4 star – “excellent”

— 5 st

ar – “market leading”

— 6 st

ar – (top rating)

“aspirational”

— to date ratings have been obtained for:

− ASB North Wharf 4.5-star

− 44 T

he Terrace 4.5-star (2017)

− Th

e Aurora Centre 5.5-star. This is an exceptional outcome given this

was a refurbishment, reflecting investment over time and careful

design specifications for the refurbishment.

solar

— de

rived more energy for

base building needs from

natural resources

— Ki

wi Property is set to become New Zealand’s largest commercial user

of solar power after signing a non-binding Memorandum of

Understanding in 2017 with Meridian Energy to install solar arrays at four

shopping centres (in addition to the existing solar array at Sylvia Park)

seismic

resilience

— continued our commitment

to people safety and asset

endurance by continuing

our seismic strengthening

works programme

— in recent years we have spent over $137 million upgrading our assets to

be more resilient in the event of seismic activity

— du

ring the current year, works were undertaken at LynnMall, The Plaza,

North City and Northlands

tenant

engagement

— delivered a retailer awards

programme encouraging

sustainable shop fitouts

— Kiwi Property sponsored the 2017 New Zealand Retail Interiors

Association’s first sustainability award. This award used Environmentally

Sustainable Design (ESD) criteria developed by Kiwi Property (using a

specialist consultant) to assess entrants’ submissions.

− Th

e inaugural award was won by Lush’s Queen Street store.

2degrees’ Queen Street store was awarded a highly commended.

− Th

e awards evening was well attended, raising both the profile of

sustainability in the retail fit out industry and Kiwi Property as a

leader in sustainability.

51

results

leading trends
Electric vehicles (EV) are one of the major sustainability trends in supporting New Zealand to be a low carbon economy. We are

seeking to support these early users, understand how this substantial change will impact on our assets, then ready our assets

accordingly.

categorycurrent year initiativesoutcomes

electric

vehicles

— expanded our range of free

EV chargers for our customers

— In late 2017, we concluded another agreement with Tesla to add four

super chargers at our shopping centre in Palmerston North, The Plaza.

This installation forms part of Tesla’s ambition to have a super charger

highway between Auckland and Wellington.

— Th

ere are now 26 free electric car charging stations across

five of our shopping centres, including eight Tesla super

charger stations and 18 charging stations provided in

partnership with Meridian Energy.

— Us

age of our EV stations has risen dramatically over the year

(see chart below). Typically, we are now seeing in excess of

900 uses across the portfolio a month with a total plug in time

of over 1,100 hours per month.

—Th

e typical stay time for an EV is just over 1 hour and 10 minutes,

which is around 10 minutes longer than the average customer stay.

May 17 Jun 17


Jul 17Aug 17Sep 17Oct 17 Nov 17 Dec 17 Jan 18Feb 18

77

929

ev usage across sylvia park, lynnmall,

the plaza and northlands (by month)

chief executive’s review

EV charging at Northlands in

partnership with Meridian Energy

kiwi property

annual report 2018

52

ESG riskswhat we are doing
our people — Failing to ensure we continue

to recruit and retain the

best people.

— We are focused on creating a great working environment for our

people, supporting our employment proposition.

— We firmly believe that a diverse team, coupled with a safe and healthy

work environment, flexible working arrangements and a positive team

culture, will enable innovation, creativity and better business outcomes

to flourish.

our

communities

— Not remaining a valued part

of the communities in which

we operate.

— Our assets play an important role in the prosperity of local

communities, providing places of economic activity and focal places to

work, shop and socialise.

— We h

ave numerous community and tenant programmes to support

the prosperity of our tenants and businesses and aid local communities

to flourish.

our buildings

— Fa

iling to ensure our buildings

continue to thrive in future

operating environments.

— We b

uild and enhance our properties to meet current and expected

future operating environments, as determined by regulation,

infrastructure and climatic demands, thereby building resilience.

our

environment

— Fa

iling to ensure our

environmental performance

meets regulatory requirements

and operational efficiency

demands.

— We a

ctively work to reduce our environmental footprint and resource

use through continuously refining our operations and by deploying new

economically sustainable technology and practices.

our tenants

— Fa

iling to ensure our buildings

remain attractive to work, shop

and socialise in.

— We s

trive to continuously provide our tenants safe, healthy, accessible

and desirable buildings that support their business growth in a

sustainable manner.

— We a

lso strive to continuously provide our customers with sustainable,

community focused, safe, healthy and accessible buildings to shop and

socialise in.

our Environmental, Social and Governance (ESG) proposition and risks

Sustainability is an integral part of our value proposition, supporting our profitability, resilience and longevity. As well as

adding value to both ourselves and our tenants, our sustainability programme builds resilience by addressing the material

environmental, social and governance (ESG) factors for our business. Our key ESG risks are noted below, along with a

brief summary of steps we are taking to mitigate those risks (further details of our risk management practices and policies

can be found on page 112.

To address all of the above in an integrated manner, we have an overarching sustainability strategy. A cross-divisional committee,

including senior managers, is charged with implementing, monitoring and managing this strategy, ensuring sustainability is woven

into our business practices.

Each year, we report our performance against our ESG targets through disclosures made in our Annual Report, our Sustainability

Report and our Greenhouse Gas Inventory Document, all of which can be found on our website kp.co.nz/sustainability.

53

results

contributing to
stronger communities

Our success is linked to the success of the local communities

in which we operate. Accordingly, we consider it vital that we

play an active role in supporting New Zealanders to prosper.

chief executive’s review

employment

Kiwi Property has long been a supporter of New Zealand’s

charitable Keystone Trust, which has been giving students a

hand-up into property related tertiary studies for 20 years.

In 2015, we welcomed Keystone scholarship recipient

James Petherick to our commercial team on a part-time basis

as part of Keystone’s scholarship programme. Since then,

James has rotated through the facilities management team and

is currently working with the retail property team.

Here we talk to James about his experiences with the Keystone

Trust and Kiwi Property.

James, you’re obviously settling in well to the property

sector. What attracted you to the industry in the first place?

I was half way through my final year of high school, when I

booked an appointment with the school’s careers advisor, where

at this stage I still had no idea which career I wanted to pursue.

He suggested I explore the property industry as his daughter

had done so and found it to be an enjoyable and rewarding

career choice. I then spent a few weeks at the Dilworth Trust

Board shadowing the Head of Property, where I learnt that there

is much more to the property industry than residential real estate

agents. It was then I knew this was the industry I wanted to be in.

How did you hear about the Keystone scholarship programme?

Again it was my careers advisor who told me about Keystone; it was

a scholarship that provided much more than financial assistance,

including the tools needed to be successful in the industry.

How much of a difference has the scholarship made?

It is cliché, but I am not sure where I would be without the

Keystone scholarship. They provided me with a buddy in my first

year of university which really helped me to find my feet in the

new environment, which was completely different to school.

The numerous networking events provided by Keystone have

allowed me to meet the leaders in the property industry and

also helped me get my job here at Kiwi Property.

What has surprised you most about your working life?

The amount of interaction between people; everyone seems

to be regularly out of their desks, and at meetings with

tenants, contractors, or fellow colleagues, or away at one of

our properties.

How would you describe the culture at Kiwi Property?

The culture at Kiwi Property is second to none. The employees

really are ’people-people’. When I first started I was a little shy but

everyone was so welcoming which made me feel at ease.

Everyone always says ‘hi’ and shows genuine interest in how I am

doing which makes me feel appreciated and valued within the

organisation. It is the people that I work alongside that really

make coming to work that little bit more enjoyable.

What are some of the projects you’ve been able to work on?

Do you have a favourite?

I have been involved with the development of Westgate Lifestyle,

The Majestic Centre seismic strengthening project, the Vero

Centre lobby refurbishment and many more. However, if I had to

choose a favourite it would be the lobby refurbishment at the Vero

Centre. I was tasked with selling all the old lobby furniture to Vero

Centre tenants, with all proceeds given to charity.

Do you have a view yet on where you would like your career

to take you?

Not yet. With the rotations I have done through the different

teams at Kiwi Property it has meant that my shortlist of possible

career choices continues to grow. I definitely want to pursue the

property side of my degree and hope my career can tackle

some of the key property issues New Zealand faces.

Thinking about your time at Kiwi Property, what skills have

you acquired along the way?

I have acquired time-management skills as I have had to balance

my part-time work with Kiwi Property on top of my full-time

university studies and my other activities. Furthermore, I have

gained a lot of confidence and self-belief – if I truly put my mind to

something, anything is possible.

We do this by not only creating vibrant places to shop and work, but also by creating a strong

corporate culture, operating ethically and with high levels of governance, supporting

employment and education in our industry, and by giving back to our communities through

volunteering, sponsorship and helping community groups to flourish.

kiwi property

annual report 2018

54

communities
community experiences

Our shopping centres touch the lives of millions of customers every year.

We know that, as local gathering places, our centres have an important role

to play in strengthening their communities. Our centre management teams

d

e

velop initiatives to support their local communities. As a result, we

support more than 50 grassroots initiatives that promote the provision of

local employment, wellbeing and social engagement. Some great

examples include:

—KiwiFit – a safe, all-weather community exercise group

—Ki

wiBubs – a free club created to help Kiwi parents find support, practical

advice and friendship

—free childcare for 0-5 year olds for two hours per day at selected centres

—Ch

ristmas gift wrapping – with all donations going to local

charities, and

—supporting grass root sports through the ’Match Hero’ programme at

selected centres.

volunteering

Our volunteering programme provides each of our employees one day of

paid leave each year to participate in volunteering.

Over the year to 31 March 2018, our people provided 65 days of community

service. Some of the causes our team contributed to this year included:

—fundr

aising for breast cancer awareness

—tr

ack maintenance, tree planting and path construction for Cue Haven

Community & Management Trusts, a restoration of former farm land to

a native nature reserve

—pa

inting, gardening and meal preparation for The Lifewise Trust, an

Auckland-based community social development organisation, who

develop new ways to solve challenging social issues. They work with

families, older people, people with disabilities, and people at risk of

homelessness, to turn people’s lives around

—fo

od and toy donations for the Auckland City Mission Christmas

Appeal, and

—tree releasing (freeing trees from overgrown grass) for Waiheke

Resources Trust, which works towards sustainability for Waiheke Island.

Are there challenges in undertaking

full-time study and working in a corporate

environment like Kiwi Property? How have

you worked through those challenges?

At times, it can be a bit of a balancing act –

especially during exam time – but I am a

person who likes being busy. At first it was

also challenging working on particular tasks

by myself without supervision because I was

so used to being watched like a hawk at

boarding school.

James is now in his final year at the

University of Auckland studying a Bachelor

of Property and Bachelor of Commerce

conjoint, majoring in Accounting and

Marketing. As well as being named

Property Student of the Year in 2017, he

placed third in the Australasian Real Estate

Case Competition hosted by the University

of Sydney, and also competed in the

Cornell International Real Estate

Competition hosted by Cornell University

(held in New York).

Top: Students from

Blockhouse Bay School

who won $2,000 from

Kiwi Property through

’The Big Hoot’ competition.

Bottom: Our team

clearing tracks for Cue

Haven Community &

Management Trusts.

James Petherick, Kiwi Property

55

results

What first attracted you to Kiwi Property?
Definitely the people. Over a long time Kiwi Property has established a great reputation for good people

doing good things in the property sector – being leaders and being unafraid to take a calculated risk.

The perfect place to work if you are passionate about property.

What are you most proud of in your time at Kiwi Property?

I am very proud to have been part of a team of people that has grown Kiwi Property from a $2.1 billion

business in 2008 into a $3.1 billion business today – with a high-quality portfolio of core property assets

that include some of the very best commercial property in New Zealand. Whether it’s our iconic

Auckland office assets, our Wellington government office precinct or our leading portfolio of shopping

centres – our properties are some of the most recognised and envied in the country. Sylvia Park is

New Zealand’s favourite shopping centre and well on track to becoming a truly world-class town centre.

Other highlights for me have been the development of ASB North Wharf, our investment in LynnMall,

the creation of our Wellington government office precinct (44 and 56 The Terrace), our joint venture with

Tainui at The Base and the acquisition of our landholdings in Drury, South Auckland.

What’s the greatest challenge Kiwi Property has overcome during your time?

At Kiwi Property we negotiated the challenges of the global financial crisis in 2008 reasonably well,

but then faced a whole set of new challenges with the Canterbury earthquakes in 2011. Thankfully, the

PwC Centre in Armagh Street and our Northlands shopping centre performed well from a life safety

perspective but it was an extremely difficult time for our staff and tenants.

reflections on the

past ten years

In a decade of service, our Chief Executive Chris Gudgeon has overseen the internalisation,

corporatisation, rebranding and growth of Kiwi Property. Chris will retire from the business

in September 2018. Here he reflects on his ten years with Kiwi Property.

chief executive’s review

kiwi property

annual report 2018

56

Together with all Cantabrians, we faced the initial
trauma and dislocation from the quake followed by

years of battling through the red zoning, demolition,

insurance claims and repairs to a point where

thankfully the re-build phase is the main focus.

The quakes have been a sharp reminder that we

live in a seismically-active country and have led us

to revisit the seismic resilience of all our buildings.

In the case of Kiwi Property, this has required us to

spend over $137 million on earthquake strengthening

nationwide – which has been tough on our

shareholders but the right thing to do from

a safety perspective.

How would you describe the Kiwi Property culture?

When we separated from our previous parent,

Commonwealth Bank of Australia, we took the

opportunity to come up with our own set of values

uniting around the idea of ‘Exceptional People,

Exceptional Places’ – all trying our best to be the

best in the property sector and, in a way that

looks after people – be they staff, customers or

other stakeholders.

What has internalisation done for the Company?

Internalising management made a lot of sense for

Kiwi Property.

To start with, it reduced the cost of management by

circa $8 million per annum when we internalised in

2014. Given our growth since 2014, the cost saving to

shareholders would be even more today.

Secondly it focuses us exclusively on shareholder

returns – which is made real for staff through our short

and long-term incentive schemes.

And finally, it has given us greater freedom to express

ourselves more creatively through our culture, our

brand and our vision.

What have you enjoyed most about the role of

Chief Executive?

Working with our talented team to take Kiwi Property

forward has been a real privilege. Kiwi Property as a

company is in a very strong position with great assets

and a balance sheet that enables it to capitalise on

some great opportunities going forward.

What’s next for you?

After ten very enjoyable years at Kiwi Property it is

time to move on and I am looking forward to a change.

I am really excited about doing something different –

and working out what that might be is a big part of

the excitement.

2008

a decade of growth

2018

$3.1b

1,023

$2 .1b

850

$925m

$1.8b

Auckland

50%

Wellington

19%

Christchurch

16%

Hamilton

9%

Palmerston North

6%

retail

55%

office

42%

other

3%

retail

68%

office

27%

other

5%

Auckland

66%

Wellington

10%

Christchurch

8%

Hamilton

9%

Palmerston North

7%

total assets

geographic

diversification

sector

diversification

number

of tenants

retail

portfolio sales

total assets under

management have increased

the geographic weighting

of the portfolio has moved

to our preferred regions

of Auckland and the

’golden triangle’

the sector weighting of

the portfolio has moved

toward our retail bias

$870m$1.9b

market capitalisation

57

results

our leadership team
KYLIE EAGLE

HEAD OF PEOPLE

AND CULTURE

BCS, GRADUATE DIPLOMA

IN BUSINESS

People strategist

Connector

Communicator

Novice surfer

JASON HAPPY

NATIONAL FACILITIES

MANAGER

BE, MSC

(FACILITIES

AND ENVIRONMENT

MANAGEMENT)

Saver of planets

Innovator

Practical

Paddler

leadership team

CHRIS GUDGEON

CHIEF EXECUTIVE

BE (CIVIL), MBA, FRICS

Leader

Innovator

Problem solver

Sailor

AUBREY CHENG

MANAGER RETAIL LEASING

BCOM, BPROP

Salesman

Relationship builder

Curator

Epicurean

GAVIN PARKER

CHIEF OPERATING OFFICER

BCOM,

GRADUATE DIPLOMA

IN BUSINESS, CA

Strategist

Implementer

Precisionist

Fisherman

DAVID GREENWOOD

MANAGER PORTFOLIO

ANALYSIS

BCOM (FINANCE),

BPROP, MPINZ

Analyst

Spreadsheeter

Valuer

Streak runner

kiwi property

annual report 2018

58

1. On 23 April 2018, the role of Manager Shopping Centres was elevated to a Leadership Team position.
2. Linda was appointed to the role of GM Retail on 6 April 2018 and commenced with Kiwi Property on 23 April 2018.

Comprehensive profiles of our leadership team

can be found on our website, kp.co.nz/about-us/

leadership-team

MICHAEL HOLLOWAY

GM COMMERCIAL

BSC (UK), MSC (UK), FRICS

Office visionary

Connector

Numbers geek

Martial artist

SHELLEY JENKIN

1

MANAGER SHOPPING

CENTRES

BPROP

Retail strategist

Partnership builder

CX champion

Intrepid walker

TREVOR WAIREPO

GENERAL COUNSEL AND

COMPANY SECRETARY

LLB, BA, MBA

Legal eagle

Mitigator

Straightshooter

Son’s golf caddy

STUART TABUTEAU

CHIEF FINANCIAL OFFICER

BCOM, BA, CA

Treasurer

Collaborator

Finance leader

Cyclist

REBECCA OLIPHANT

STRATEGY MANAGER

BA, BCOM (HONS)

Strategist

Innovator

Deal doer

Shopper

NATASHA LOULANTING

MANAGER PROJECTS

AND ANALYTICS

Analyst

Organiser

Precisionist

Sun-loving bookworm

LINDA TRAINER

2

GM RETAIL


DIP BUS

Retail innovator

Enabler

Collaborator

Outdoor junkie

IAN PASSAU

GM DEVELOPMENT

MBA (TECHMGT), BE

(CIVIL), NZCE (CIVIL)

Builder

Civil engineer

Visionary

Fisherman

59

financialsfinancials

kiwi property
annual report 2018

62

delivering on strategy

delivering on strategy

2018 saw continued revenue growth while improving the quality of our investment portfolio through developments, strategic acquisitions

and the sale of non-core assets, resulting in funds from operations growth of over 8%.

2018

$000

2017

$000

Property revenue249,263238,136

Less direct property expenses(57,168)(55,599)

Net rental income192,095182,537

Property management and other income2,0271,692

Interest and finance charges(42,645)(43,236)

Employment and administration expenses(20,567)(17,987)

Straight-lining of fixed rental increases(2,100)(2,079)

Amortisation of tenant incentives and leasing fees7,8736,774

Current tax expense(25,414)(24,869)

Funds from operations111,269102,832

Net fair value gain on investment properties26,52841,037

Net fair value gain/(loss) on interest rate derivatives(2,390)9,732

Loss on disposal of investment properties(7,069)(1,345)

Litigation settlement expenses–(770)

Straight-lining of fixed rental increases2,1002,079

Amortisation of tenant incentives and leasing fees(7,873)(6,774)

Deferred tax expense(2,463)(3,794)

Profit after income tax120,102142,997

rental income growth

Rental income growth was driven by full-year contributions from prior year acquisitions of Westgate Lifestyle and The Base,

combined with completed developments at Sylvia Park, The Aurora Centre and 44 The Terrace. This was partially offset by the

disposal of a non-core asset The Majestic Centre. The balance of the portfolio was underpinned by like-for-like rental income

growth at Sylvia Park (4.7%), The Plaza (+3.6%), North City (+4.9%) and ASB North Wharf (+4.3%).

net rental income

$192.1m

+5.2% 2017: $182.5 million

rental income growth ($m)

ACQUISITIONS

DEVELOPMENTS

DISPOSALS

STATIC PORTFOLIO

14

12

10

8

6

4

2

63
ffinancials

funds from operations

The strong rental income performance resulted in funds

from operations (FFO) growth of 8% to $111.3 million. On a per

share basis, FFO was down 1.4% due to additional shares on

issue following the $157 million (net of issue costs) equity raise

to fund our growth initiatives.

after-tax profit

After-tax profit was 16% lower than the prior year as a result

of lower revaluation gains on our property portfolio relative to

the prior year as the quantum of capitalisation rate firming

stabilises, and the absence of fair value gains on interest rate

derivatives experienced in the prior year.

$111.3m

+8.2% 2017: $102.8 million

profit after tax

$1 2 0.1m

-16.0% 2017: $143.0 million

pre-tax FFO per share

9.63 cents

-2.5% 2017: 9.87 cents

gross dividend per share

8.74 cents

+0.8% 2017: 8.67 cents

cash dividend per share

6.85 cents

+1.5% 2017: 6.75 cents

shareholder returns

Pre-tax FFO per share reduced by 2.5% as a result of the additional shares on issue after the equity raise. Gross dividends increased

by 1% and shareholders will receive a final dividend of 3.425 cents per share, taking the full-year cash dividend to 6.85 cents, up 1.5%

on the prior year.

strong balance sheet

Our balance sheet remains strong, evidenced by the increase in total assets and net tangible asset backing and the decrease in

gearing to 29.7%. During the year, we delivered on a number of important capital management initiatives. We successfully

raised $157 million (net of issue costs) through a pro-rata entitlement offer, issued our third seven-year retail bond raising

$125 million at a competitive coupon of 4.33% per annum, and further diversified our bank debt funding, adding two new

lenders, China Construction Bank and HSBC.

total assets

$3 .1b

+3% 2017: $3.0 billion

S&P Global Ratings credit rating

BBB

+

fixed-rate bonds

shareholders’ funds

$2.0b

+10% 2017: $1.8 billion

net tangible assets per share

$1.40

+1.4 cents 2017: $1.39

gearing ratio

2 9.7 %

-480bps 2017: 34.5%

cost of debt

4.99%

+38bps 2017: 4.61%

7. 8 4 cps

-1.4% 2017: 7.95 cps

funds from operations

kiwi property
annual report 2018

64

five-year summary

five-year summary

financial performance

FOR THE YEAR ENDED 31 MARCH

2018

$m

2017

$m

2016

$m

2015

$m

2014

$m

Income

Property revenue and management income251.0239.6208.6 206.3

208.2

Other income0.30.36.5 0.4

5.4

Insurance income– – – –

49.4

Net fair value gain on investment properties26.541.0175.9 58.3

8.5

Net fair value gain on interest rate derivatives– 9.7 – –

29.1

Total income277.8290.6391.0 265.0

300.6

Expenses

Direct property expenses(57.2)(55.6)(51.6)(50.5)(59.5)

Interest and finance charges(42.6)(43.2)(33.5)(52.6)(56.9)

Manager’s fees– – – – (8.1)

Employment and administration expenses(20.5)(18.0)(16.2)(15.1)(6.2)

Net fair value loss on interest rate derivatives(2.4) – (17.6)(13.1) –

Termination of management arrangements– – – (2.1)(74.5)

Other expenses(7.1)(2.1)(0.4)(7.2)(4.8)

Total expenses(129.8)(118.9)(119.3)(140.6)(210.0)

Profit before income tax148.0171.7271.7124.490.6

Income tax benefit/(expense)(27.9)(28.7)(20.9)(9.2) 10.7

Profit after income tax

1

120.1143.0250.8115.2101.3

funds from operations

FOR THE YEAR ENDED 31 MARCH

2018

$m

2017

$m

2016

$m

2015

$m

2014

$m

Profit after income tax120.1 143.0 250.8 115.2 101.3

Adjusted for:

Net fair value gain on investment properties(26.5)(41.0)(175.9)(58.3)(8.5)

Loss on disposal of investment properties7.11.3 – 0.8 3.3

Net fair value loss/(gain) on interest rate derivatives2.4(9.7)17.6 13.1 (29.1)

Termination of management arrangements– – – 2.1 74.5

Insurance adjustment/(income)– – – 5.1 (49.4)

Litigation settlement expenses/(income)– 0.8 (5.9) 1.3 (3.5)

Straight-lining of fixed rental increases(2.1)(2.1)(2.3)(4.1)(2.7)

Amortisation of tenant incentives and leasing fees7.86.76.45.65.3

Deferred tax expense/(benefit)2.53.8 0.4 4.0(10.5)

Funds from operations

2

111.3 102.8 91.1 84.8 80.7

65
ffinancials

dividends

FOR THE YEAR ENDED 31 MARCH

2018

$m

2017

$m

2016

$m

2015

$m

2014

$m

Funds from operations111.3 102.8 91.1 84.8 80.7

Less amount retained(14.1)(15.5)(7.2)(14.5)(16.0)

Cash dividend97.2 87.3 83.9 70.3 64.7

Payout ratio87%85%92%83%80%

cpscpscpscpscps

Cash dividend 6.85 6.75 6.60 6.50 6.40

Imputation credits 1.89 1.92 1.62 0.44 –

Gross dividend 8.74 8.67 8.22 6.94 6.40

financial position

AS AT 31 MARCH

2018

$m

2017

$m

2016

$m

2015

$m

2014

$m

Assets

Investment properties 3,052.0 2,969.4 2,669.9 2,275.8 2,130.2

Cash and cash equivalents 10.7 9.8 6.2 6.2 9.2

Other assets 22.8 20.7 22.3 13.6 96.4

Total assets 3,085.5 2,999.9 2,698.4 2,295.6 2,235.8

Liabilities

Interest bearing liabilities 913.5 1,030.4 814.2 766.4 786.5

Mandatory convertible notes – – – – 119.7

Deferred tax liabilities 95.8 93.4 92.3 90.1 93.5

Other liabilities 82.1 70.0 75.1 56.5 47.6

Total liabilities 1,091.4 1,193.8 981.6 913.0 1,047.3

Equity

Share capital 1,432.9 1,272.6 1,241.1 1,079.1 934.5

Share-based payments reserve 0.4 0.5 0.2 – –

Retained earnings 560.8 533.0 475.5 303.5 254.0

Total equity 1,994.1 1,806.1 1,716.8 1,382.6 1,188.5

Total equity and liabilities 3,085.5 2,999.9 2,698.4 2,295.6 2,235.8

Gearing ratio29.7%34.5%30.3%33.5%35.2%

Net tangible assets per security$1.40$1.39$1.34$1.21$1.17

1. The reported profit has been prepared in accordance with New Zealand generally accepted accounting practice and complies with New Zealand Equivalents to International

Financial Reporting Standards. The reported profit information has been extracted from the annual financial statements which have been the subject of an audit pursuant to

New Zealand Auditing Standards issued by the External Reporting Board.


2.

FFO is an alternative non-GAAP performance measure used by Kiwi Property to assist investors in assessing the Company’s underlying operating performance and to determine

income available for distribution. FFO is a measure commonly used by real estate entities to describe their underlying and recurring earnings from operations. FFO does not have a

standard meaning prescribed by GAAP and therefore may not be comparable to information presented by other entities. FFO is calculated by Kiwi Property in accordance with the

Voluntary Best Practice Guidelines issued by the Property Council of Australia (the Guidelines). During the 2018 financial year, the Guidelines amended the method used to derive

FFO to include the amortisation of leasing fees. Kiwi Property has amended its current year FFO calculation to reflect this change.

kiwi property
annual report 2018

66

five-year summary

property metrics

AS AT 31 MARCH

20182017201620152014

Number of core properties1314141212

Net lettable area (sqm) 451,230 474,381 374,739 364,713 373,277

Occupancy rate99.6%98.8%98.7%98.4%97.8%

Weighted average lease term (years) 5.3 5.6 5.1 4.5 4.7

Weighted average capitalisation rate6.11%6.40%6.61%6.92%7.19%

interpretation

The following commentary is provided to assist with the

interpretation of the five-year summary:

2018

— Acquired 30.6 hectares of land at Drury in South Auckland

for $32.7 million.

— Acquired property adjacent to Sylvia Park, Auckland

for $27.1 million.

— 1 for 11 entitlement offer completed, raising $157 million

(net of costs).

— Th

e Majestic Centre, Wellington, was sold.

— A $1

25 million bond issue was completed (2024 expiry).

2017

— Acquired a 50% interest in The Base in Hamilton for

$192.5 million.

— Centre Place – South, Hamilton, was sold.

— Concluded developments at Westgate Lifestyle, Auckland,

44 The Terrace and The Aurora Centre, Wellington.

— Completed development of H&M and Zara at

Sylvia Park, Auckland.

— A $1

25 million bond issue was completed (2023 expiry).

2016

— 1 for 9 entitlement offer completed, raising $148.1 million

(net of costs).

— We

stgate Lifestyle, Auckland was acquired.

2015

— Kiwi Income Property Trust was converted to a company

and rebranded as Kiwi Property.

— Final 50% interest in 205 Queen Street, Auckland,

was sold.

—Sylvia Park Lifestyle, Auckland, was acquired.

— A $125 million bond issue was completed (2021 expiry).

— $120 million of mandatory convertible notes were

converted to shares.

— Re

furbishment works at The Aurora Centre, Wellington,

commenced.

2014

— The management of Kiwi Income Property Trust was

internalised. A termination payment of $72.5 million

($52.5 million after tax) was made to the former manager.

This payment was tax deductible, therefore reducing the

tax payable in 2014 and 2015.

— Following internalisation, all employees were employed

directly by the Trust.

— The development of our iconic Auckland office building,

ASB North Wharf, was completed, together with the

redevelopment of Centre Place in Hamilton.

— Final insurance proceeds for Northlands’ seismic damage

were received.

— 50

% of 205 Queen Street, Auckland, was sold.

five-year summary (continued)

67
ffinancials

consolidated statement

of comprehensive income

PG 68

consolidated statement

of changes in equity

PG 69

consolidated statement

of financial position

PG 70

consolidated statement

of cash flows

PG 71

notes to the consolidated

financial statements

PG 73

independent

auditor’s report

PG 97

financial statements

kiwi property
annual report 2018

68

financial statements

Note

2018

$000

2017

$000

Income

Property revenue2.1 249,263 238,136

Property management income 1,742 1,506

Interest and other income 285 186

Net fair value gain on interest rate derivatives3.4.2– 9,732

Net fair value gain on investment properties3.2 26,528 41,037

Total income 277,818 290,597

Expenses

Direct property expenses (57,168) (55,599)

Interest and finance charges2.2 (42,645) (43,236)

Employment and administration expenses2.2 (20,567) (17,987)

Net fair value loss on interest rate derivatives3.4.2 (2,390)–

Loss on disposal of investment properties (7,069) (1,345)

Litigation settlement expenses– (770)

Total expenses (129,839) (118,937)

Profit before income tax 147,979 171,660

Income tax expense2.3 (27,877) (28,663)

Profit and total comprehensive income after income tax attributable to shareholders 120,102 142,997

Basic and diluted earnings per share (cents)3.6.3 8.66 11.10

consolidated statement

of comprehensive income

FOR THE YEAR ENDED 31 MARCH 2018

The consolidated statement of comprehensive income should be read in conjunction with the accompanying notes.

69
ffinancials

Note

Share

capital

$000

Share-based

payments

reserve

$000

Retained

earnings

$000

Total

equity

$000

Balance at 1 April 2016 1,241,129 168 475,468 1,716,765

Profit after income tax–– 142,997 142,997

Dividends paid3.6.2–– (85,533) (85,533)

Dividends reinvested3.6.1 31,922 –– 31,922

Long-term incentive plan3.6.4 (429) 197 114 (118)

Balance at 31 March 2017 1,272,622 365 533,046 1,806,033

Balance at 1 April 2017 1,272,622 365 533,046 1,806,033

Profit after income tax–– 120,102 120,102

Dividends paid3.6.2–– (92,404) (92,404)

Dividends reinvested3.6.1 3,842 –– 3,842

Shares issued – entitlement offer3.6.1 156,950 –– 156,950

Long-term incentive plan3.6.4 (478) 36 33 (409)

Balance at 31 March 2018 1,432,936 401 560,777 1,994,114

consolidated statement

of changes in equity

FOR THE YEAR ENDED 31 MARCH 2018

The consolidated statement of changes in equity should be read in conjunction with the accompanying notes.

kiwi property
annual report 2018

70

financial statements

consolidated statement

of financial position

AS AT 31 MARCH 2018

Note

2018

$000

2017

$000

Current assets

Cash and cash equivalents 10,697 9,772

Trade and other receivables3.1 14,261 12,883

24,958 22,655

Non-current assets

Investment properties3.2 3,051,964 2,969,365

Property, plant and equipment 3,764 1,218

Interest rate derivatives3.4.2 658 2,428

Deferred tax assets3.3 4,114 4,208

3,060,500 2,977,219

Total assets 3,085,458 2,999,874

Current liabilities

Trade and other payables3.5 57,430 45,464

Income tax payable 9,290 7,163

Interest rate derivatives3.4.2 627 198

67,347 52,825

Non-current liabilities

Interest bearing liabilities3.4.1 913,502 1,030,358

Interest rate derivatives3.4.2 14,725 17,258

Deferred tax liabilities3.3 95,770 93,400

1,023,997 1,141,016

Total liabilities 1,091,344 1,193,841

Equity

Share capital3.6.1 1,432,936 1,272,622

Share-based payments reserve 401 365

Retained earnings 560,777 533,046

Total equity 1,994,114 1,806,033

Total equity and liabilities 3,085,458 2,999,874

For and on behalf of the board, who authorised these financial statements for issue on 18 May 2018.

The consolidated statement of financial position should be read in conjunction with the accompanying notes.

MARK FORD

CHAIR

MARY JANE DALY

CHAIR OF THE AUDIT AND

RISK COMMITTEE

71
ffinancials

consolidated statement

of cash flows

FOR THE YEAR ENDED 31 MARCH 2018

Note

2018

$000

2017

$000

Cash flows from operating activities

Property revenue 247,835 236,122

Property management income 1,727 1,384

Interest and other income 285 186

Direct property expenses (58,290) (56,672)

Interest and finance charges (42,054) (42,823)

Employment and administration expenses (18,149) (14,935)

Income tax expense (23,287) (24,105)

Goods and Services Tax received 151 1,757

Net cash flows from operating activities 108,218 100,914

Cash flows from investing activities

Proceeds from disposal of investment properties 122,083 46,141

Acquisition of investment properties (59,828) (213,944)

Expenditure on investment properties (108,877) (91,228)

Interest and finance charges capitalised to investment properties (3,755) (2,626)

Acquisition of property, plant and equipment (3,035) (857)

Net litigation settlement income – 3,530

Proceeds from other investment activities – 28

Net cash flows used in investing activities (53,412) (258,956)

Cash flows from financing activities

Proceeds from issue of shares 156,950 –

Own shares acquired for long-term incentive plan (633) (429)

Proceeds from/(repayment of) bank loans (242,500) 92,000

Proceeds from fixed rate bonds 123,555 123,585

Settlement of interest rate derivatives (2,724) –

Dividends paid (88,529) (53,497)

Net cash flows from/(used in) financing activities (53,881) 161,659

Net increase in cash and cash equivalents 925 3,617

Cash and cash equivalents at the beginning of the year 9,772 6,155

Cash and cash equivalents at the end of the year 10,697 9,772

The consolidated statement of cash flows should be read in conjunction with the accompanying notes.

kiwi property
annual report 2018

72

financial statements

2018

$000

2017

$000

Reconciliation of profit after income tax

to net cash flows from operating activities

Profit after income tax 120,102 142,997

Items classified as investing or financing activities:

Movements in working capital items relating to investing and financing activities (2,925) 907

Non-cash items:

Net fair value loss/(gain) on interest rate derivatives 2,390 (9,732)

Net fair value gain on investment properties (26,528) (41,037)

Movement in deferred tax assets 94 2,725

Movement in deferred tax liabilities 2,370 1,070

Movements in working capital items:

Trade and other receivables (1,378) 1,742

Income tax payable 2,127 764

Trade and other payables 11,966 1,478

Net cash flows from operating activities 108,218 100,914

consolidated statement

of cash flows (continued)

FOR THE YEAR ENDED 31 MARCH 2018

The consolidated statement of cash flows should be read in conjunction with the accompanying notes.

73
notes

notes to the consolidated

financial statements

FOR THE YEAR ENDED 31 MARCH 2018

1. general information

1.1

repor

ting entity

PG 74

1.2 basis of preparation PG 74

1.3

significant changes during the y

ear

PG 74

1.4 group structure PG 74

1.5

new st

andards, amendments

and interpret

ations



PG 74

1.6 key judgements and estimates PG 75

1.7

accounting policies PG 75

2.

profit and lo

ss information

2.1

proper

ty revenue

PG 76

2

.2

expense

s

PG 77

2

.3

tax e

xpense

PG 78

3

.

financial position inf

ormation

3.1

trade and other

receivables PG 80

3.2

investment properties PG 80

3.3

deferred tax PG 85

3.4

funding PG 85

3.5

trade and other payables PG 87

3.6

equity PG 88

4.

financial risk management

4.1 interest rate risk PG 91

4.2

credit risk PG 92

4.3


liquidity risk PG 92

5. other information

5.1

segment information PG 93

5.2


related party transactions PG 94

5.3


key management personnel PG 95

5.4


commitments PG 95

5.5


subsequent events PG 96

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
kiwi property

annual report 2018

74

notes

1. general information

FOR THE YEAR ENDED 31 MARCH 2018

1.1 reporting entity

The financial statements are for Kiwi Property Group Limited

(Kiwi Property or the Company) and its controlled entities

(the Group). The Company is incorporated and domiciled in

New Zealand, is registered under the Companies Act 1993

and is a reporting entity for the purposes of the Financial

Markets Conduct Act 2013. The Company is listed with

NZX Limited with its ordinary shares quoted on the NZX Main

Board and fixed-rate bonds quoted on the NZX Debt Market.

The principal activity of the Group is to invest in

New Zealand real estate.

1.2 basis of preparation

The financial statements have been prepared in accordance

with New Zealand Generally Accepted Accounting Practice

(GAAP) and the Financial Markets Conduct Act 2013. They

comply with New Zealand Equivalents to International Financial

Reporting Standards (NZ IFRS) and other guidance as issued by

the External Reporting Board, as appropriate for profit-oriented

entities, and with International Financial Reporting Standards.

The financial statements are prepared on the basis of historical

cost, except where otherwise identified. The functional and

reporting currency used in the preparation of the financial

statements is New Zealand dollars.

1.3 significant changes during the year

The financial position and performance of the Group was

affected by the following events and transactions during the

reporting period:

entitlement offer

On 17 July 2017, the Group completed a 1 for 11 entitlement offer

raising a total of $157.0 million (net of issue costs) through the

issue of 118.1 million shares at $1.36 each.

fixed-rate bonds

On 19 December 2017, the Group issued $125 million of

seven-year fixed-rate senior secured bonds. For further details

refer to Note 3.4.1.

investment property acquisitions and disposals

On 20 September 2017, the Group settled its acquisition of

30.6 hectares of land at Drury in South Auckland for

$32.7 million including acquisition costs.

On 13 October 2017, the Group acquired property at

79 Carbine Road and 10 Clemow Drive in Mount Wellington,

Auckland for $27.1 million.

On 11 December 2017, the Group settled the sale of The Majestic

Centre, Wellington for $123.2 million (before disposal costs).

Kiwi Property manages the property on behalf of the purchaser.

On 11 April 2018, the Group entered into an unconditional

agreement to dispose of North City for $100 million (before

disposal costs). The disposal is due to settle no later than July 2018.

1.4 group structure

controlled entities

The Company has the following wholly-owned subsidiaries:

Kiwi Property Holdings Limited (KPHL), Kiwi Property Holdings

No. 2 Limited (KPHL2), Kiwi Property Te Awa Limited (KPTAL) and

Sylvia Park Business Centre Limited (SPBCL). SPBCL owns

Sylvia Park and Sylvia Park Lifestyle, KPHL2 owns the

development land at Drury and KPTAL owns the Group’s 50%

interest in The Base. All other properties are owned by KPHL.

The Company has control over the trust fund operated by Pacific

Custodians (New Zealand) Limited as trustee for the Company’s

long-term incentive plan (for further details refer to Note 3.6.4).

The trust fund is consolidated as part of the Group.

joint venture

The Group holds its 50% interest in The Base by way of an

unincorporated joint venture. The Group has determined that its

interest constitutes a joint arrangement as the relevant decisions

about the property require the unanimous consent of both

parties. The joint arrangement has been classified as a joint

operation on the basis that the parties have direct rights to the

assets and obligations for the liabilities relating to their share of

the property in the normal course of business. The Group

recognises its share of assets, liabilities, revenue and expenses

of the joint venture.

principles of consolidation

The consolidated financial statements include the Company and

the entities it controls up until the date control ceases. The

balances and effects of transactions between controlled entities

and the Company are eliminated in full.

1.5 new standards, amendments and interpretations

The following new standards have been published but are not

yet effective and have not been early adopted by the Group:

NZ IFRS 9 Financial instruments

This standard will replace NZ IAS 39. NZ IFRS 9 addresses

the classification, measurement and recognition of financial

assets and liabilities through a simplified mixed measurement

model. The standard is required to be adopted by the Group in

its financial statements for the year ending 31 March 2019.

Having completed an assessment of the standard, the impact is

immaterial from a profit and loss and net asset perspective,

however some presentational changes to the financial

statements will be required.

The introduction of the new expected credit losses model, that

replaces the incurred loss impairment model, will not have a

material financial impact on the provisioning for the Group’s

trade receivables.

Kiwi Property does not currently apply an accounting policy of

hedge accounting under NZ IAS 39. The new hedging rules align

hedge accounting more closely with the Group’s risk

management practices. As a general rule it will be easier to apply

hedge accounting going forward if the Group chooses to do so.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
75

notes

NZ IFRS 15 Revenue from contracts with customers

This standard addresses the recognition of revenue from

contracts with customers. It specifies the revenue recognition

criteria governing the transfer of promised goods or services to

customers in an amount that reflects the consideration to which

the entity expects to be entitled to in exchange for those goods

or services. The standard is required to be adopted by the Group

in its financial statements for the year ending 31 March 2019.

The majority of revenue for the Group is derived from rental

income from lease agreements with tenants. Accounting for

lease income is scoped out of NZ IFRS 15 as it is within the scope

of NZ IAS 17 (and NZ IFRS 16 from the point that standard is

adopted). However, certain non-rental income streams, such as

property management income, are within scope of NZ IFRS 15.

Having completed an assessment of the standard, the financial

impact will not be material.

NZ IFRS 16 Leases

This standard replaces the current guidance in NZ IAS 17.

NZ IFRS 16 requires a lessee to recognise a lease liability

reflecting future lease payments and a ’right-of-use’ asset for

virtually all lease contracts. Lessor accounting remains largely

unchanged from NZ IAS 17. The standard is required to be

adopted by the Group in its financial statements for the year

ending 31 March 2020. A right of use asset and corresponding

liability reflecting future lease payments will be recognised

based on the commitments at 31 March 2020.

As outlined in Note 5.4, the Group has several occupational

ground leases of properties/parts of properties in its

investment property portfolio. The Group is assessing the

impact of NZ IFRS 16 on these ground leases. There is not

expected to be a material impact on the overall financial

position, however some presentational changes to the

financial statements will be required.

1.6 key judgements and estimates

In the process of applying the Group’s accounting policies, a

number of judgements have been made and estimates of future

events applied. Judgements and estimates are found in the

following notes:

Note 2.3Tax exp e n s ePG 79

Note 3.2Investment propertiesPG 83

Note 3.4.2Interest rate derivativesPG 87

Note 3.6.4Share-based paymentsPG 90

1.7 accounting policies

Accounting policies that summarise the measurement basis

used and are relevant to an understanding of the financial

statements are provided throughout the notes to the

consolidated financial statements. Other relevant policies

are provided as follows:

measurement of fair values

The Group classifies its fair value measurement using a fair value

hierarchy that reflects the significance of the inputs used in

making the measurements. The fair value hierarchy has the

following levels:

— Level 1: Quoted prices (unadjusted) in active markets for

identical assets or liabilities.

— Level 2: Inputs other than quoted prices included within

Level 1 that are observable for the asset or liability, either

directly (i.e. as prices) or indirectly (i.e. derived from prices).

— Level 3: Inputs for the asset or liability that are not based on

observable market data (unobservable inputs).

The carrying amount of all financial assets and liabilities is

equivalent to their fair values apart from the fixed-rate bonds

(refer to Note 3.4.1 for further details on the fair value of the

fixed-rate bonds).

goods and services tax

The financial statements have been prepared on a Goods and

Services Tax exclusive basis, with the exception of receivables

and payables which are inclusive of Goods and Services Tax

where relevant.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
kiwi property

annual report 2018

76

notes

2. profit and loss information

FOR THE YEAR ENDED 31 MARCH 2018

2.1 property revenue

2018

$000

2017

$000

Gross rental income 252,193 242,831

Straight-lining of fixed rental increases 2,100 2,079

Amortisation of capitalised lease incentives (5,030) (6,774)

Property revenue 249,263 238,136

The contractual future minimum property operating lease income to be received on properties owned by the Group at balance date

is as follows:

2018

$000

2017

$000

Within one year 238,643 244,363

One year or later and not later than five years 741,748 763,284

Later than five years 414,261 465,317

Property operating lease income 1,394,652 1,472,964

recognition and measurement

The Group enters into retail and office property leases with

tenants on its investment properties. The Group has determined

that it retains all significant risks and rewards of ownership of

these properties and has therefore classified the leases as

operating leases.

Rental income from those leases, including fixed rental

increases, is recognised on a straight-line basis over the

term of the lease.

Lease incentives offered to tenants as an inducement to

enter into leases are capitalised to investment properties

and then amortised over the term of the lease as a reduction

of rental income.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
77

notes

2.2 expenses

2018

$000

2017

$000

Interest and finance charges on bank loans 31,618 35,097

Interest on fixed-rate bonds 14,777 10,765

Capitalised to investment properties (3,750) (2,626)

Interest and finance charges 42,645 43,236

Auditor’s remuneration:

Statutory audit and review of the financial statements 238 229

Assurance related services 33 33

Attendance and voting procedures at shareholder meetings 4 4

Benchmarking of executive remuneration 9 28

Review of long-term incentive plan 45 –

Directors’ fees 704 652

Employee entitlements 21,898 19,417

Less: recognised in direct property expenses (6,723) (6,083)

Less: capitalised to investment properties (3,117) (2,058)

Information technology 1,298 1,314

Investor related expenses 670 700

Occupancy costs 1,769 874

Professional fees 1,590 1,483

Trustees’ fees 69 57

Other 2,080 1,337

Employment and administration expenses 20,567 17,987

recognition and measurement

interest and finance charges

The interest and finance charges on bank loans are expensed

in the period in which they occur, other than associated

transaction costs, which are capitalised and amortised over

the term of the facility to which they relate.

The interest expense on fixed-rate bonds is recognised using

the effective interest rate method.

To determine the amount of borrowing costs capitalised to

investment properties that are being constructed or developed

for future use, the Group uses the weighted average interest

rate applicable to its outstanding borrowings during the year.

For 2018 this was 4.91% (2017: 4.67%).

employee entitlements

Employee benefits are expensed as the related service is

provided. Details of the employee entitlements expense in

relation to share-based payments is outlined in Note 3.6.4.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
kiwi property

annual report 2018

78

notes

2.3 tax expense

A reconciliation of profit before income tax to income tax expense follows:

2018

$000

2017

$000

Profit before income tax 147,979 171,660

Prima facie income tax expense at 28% (41,434) (48,065)

Adjusted for:

Net fair value gain/(loss) on interest rate derivatives (669) 2,725

Net fair value gain on investment properties 7,428 11,490

Loss on disposal of investment properties (1,979) (377)

Litigation settlement expenses– (216)

Depreciation 7,054 6,953

Deferred leasing costs 137 992

Deductible capitalised expenditure 1,655 954

Prior year adjustment 1,317 (144)

Other 1,077 819

Current tax expense (25,414) (24,869)

Depreciation recoverable (2,733) (2,108)

Net fair value loss/(gain) on interest rate derivatives (94) (2,725)

Deferred leasing costs and other temporary differences 364 1,039

Deferred tax expense (2,463) (3,794)

Income tax expense reported in profit (27,877) (28,663)

Imputation credits available for use in subsequent periods 13,808 12,715

recognition and measurement

current tax

Current tax is the expected tax payable on the taxable income

for the year, using tax rates enacted or substantively enacted at

balance date, and any adjustment to tax payable in respect of

previous years.

deferred tax

Deferred tax is recognised in respect of all taxable temporary

differences between the carrying amounts of assets and

liabilities for financial reporting purposes and the amounts used

for taxation purposes. For deferred tax liabilities or assets arising

on investment property measured at fair value, it is assumed

that the carrying amounts of investment property will be

recovered through sale (refer to Note 3.3).

imputation credits

The imputation credits available represent the balance of the

imputation credit account at the end of the reporting period,

adjusted for imputation credits which will arise from the

payment of the income tax liability.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
79

notes

key estimates and assumptions: income tax

deferred tax on depreciation

Deferred tax is provided in respect of depreciation expected to

be recovered on the sale of investment properties at fair value.

Investment properties are valued each year by independent

valuers. These values include an allocation of the valuation

between the land and building components. The calculation

of deferred tax on depreciation recovered relies on this

allocation provided by the valuers.

The calculation of deferred tax on depreciation recovered also

requires an assessment to be made of market values attributable

to fixtures and fittings. The market values of fixtures and fittings

for significant properties have been assessed utilising

independent valuation advice and the remaining properties

have been assessed with reference to previous transactional

evidence and their age and quality.

depreciation recovered on the PricewaterhouseCoopers

Centre (PwC Centre), Christchurch

The impairment of the PwC Centre in the year ended

31 March 2012 (resulting from the 2010 and 2011 Canterbury

earthquakes) and the associated insurance recovery triggered

a potential tax liability for depreciation recovered.

Following the earthquakes, the Government introduced

legislation which provides, in certain circumstances, rollover

relief for taxpayers affected by the earthquakes where insurance

income will be used to acquire or develop replacement property

in the Canterbury region. The legislation requires that the

replacement property is available for use by 31 March 2019.

As at 31 March 2018, the Group continues to qualify for this

relief and a deferred tax liability of $4.2 million continues

to be provided.

It is anticipated that the replacement property currently

expected to be developed by the Group in the Canterbury

region will not be available for use by 31 March 2019, therefore

the deferred tax liability is expected to crystallise into a current

tax liability in the 2019 financial year.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
kiwi property

annual report 2018

80

notes

3. financial position information

FOR THE YEAR ENDED 31 MARCH 2018

3.1 trade and other receivables

2018

$000

2017

$000

Trade debtors 10,087 6,563

Provision for doubtful debts (357) (147)

Prepayments 4,531 4,082

Deposit on development land– 2,385

Trade and other receivables 14,261 12,883

recognition and measurement

Trade debtors are initially recognised at fair value and

subsequently measured at amortised cost using the effective

interest rate method, less an allowance for impairment.

Collectability of trade debtors is reviewed on an ongoing basis

and a provision for doubtful debts is made when there is

evidence that the Group will not be able to collect the

receivable. Debtors are written off when recovery is no

longer anticipated. There are no overdue debtors

considered impaired that have not been provided for.

3.2 investment properties

recognition and measurement

Investment properties are properties held for long-term capital

appreciation and to earn rentals.

initial recognition – acquired properties

Investment properties are initially measured at cost, plus related

costs of acquisition. Subsequent expenditure is capitalised to

the asset’s carrying amount when it adds value to the asset and

its cost can be measured.

initial recognition – properties being developed

Investment properties also include properties that are being

constructed or developed for future use as investment

properties. All costs directly associated with the purchase

and construction of a property, and all subsequent capital

expenditures for the development qualifying as acquisition

costs, are capitalised. Borrowing costs are capitalised if they

are directly attributable to the development.

subsequent recognition

After initial recognition, investment properties are measured

at fair value as determined by independent registered valuers.

Investment properties under construction are carried at cost

until it is possible to reliably determine their fair value, from

which point they are carried at fair value. Investment properties

are valued annually and may not be valued by the same valuer

for more than three consecutive years.

Any gains or losses arising from changes in fair value are

recognised in profit or loss in the reporting period in which

they arise.

lease incentives

Lease incentives provided by the Group to lessees are included

in the measurement of fair value of investment properties and

are treated as separate assets. Such assets are amortised on a

straight-line basis over the respective periods to which the lease

incentives apply.

disposals

Investment properties are derecognised when they have been

disposed of. The net gain or loss on disposal is calculated as

the difference between the carrying amount of the investment

property at the time of the disposal and the proceeds on

disposal and is included in profit or loss in the reporting period

in which the disposal settled.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
81

notes

Investment properties held by the Group are as follows:

Valuer

Capitalisation

rate

%

Fair value

31 March

2017

$000

Capital

movements

2018

$000

Fair value

gain/(loss)

2018

$000

Fair value

31 March

2018

$000

Retail

Sylvia Park

1

CBRE 5.38 755,000 69,497 10,503 835,000

Sylvia Park Lifestyle CBRE 6.25 70,900 (233) 3,333 74,000

LynnMall CBRE 6.25 271,000 2,130 870 274,000

Westgate Lifestyle JLL 6.38 87,000 286 2,714 90,000

The Base

2

JLL 6.25 195,000 1,512 5,988 202,500

Centre Place – North JLL 8.75 66,000 554 (7,554) 59,000

The Plaza Colliers 7.00 215,500 6,529 (15,029) 207,000

North City

3

110,500 4,217 (15,567) 99,150

Northlands Colliers 7.13 248,500 8,926 (17,426) 240,000

2,019,400 93,418 (32,168) 2,080,650

Office

Vero Centre CBRE 5.50 381,000 8,879 30,121 420,000

ASB North Wharf Colliers 5.63 196,250 1,318 11,432 209,000

The Majestic Centre

4

119,400 (119,400)––

The Aurora Centre Colliers 6.38 140,650 4,330 7,270 152,250

44 The Terrace Colliers 6.63 41,750 2,618 5,532 49,900

879,050 (102,255) 54,355 831,150

Other

Other properties Various 57,915 29,555 5,594 93,064

Development land JLL 13,000 35,353 (1,253) 47,100

70,915 64,908 4,341 140,164

Investment properties 2,969,365 56,071 26,528 3,051,964

1. Sylvia Park has been valued at $1.12 billion assuming completion of the office building, central carpark, galleria and southern carpark developments, less costs to

complete of $261 million and a $24 million allowance for profit and risk.

2. Represents the Group’s 50% ownership interest. Refer to Note 1.4 for further information.

3.

On 11 April 2018, the Group entered into an unconditional agreement to dispose of North City for $100 million. The carrying value as at 31 March 2018 represents the

net disposal proceeds. The sale is due to settle no later than July 2018.

4. On 11 December 2017, the Group settled the sale of The Majestic Centre for $123.2 million. Refer to Note 1.3 for further details.

The main contractor submitted a final claim for works at The Majestic Centre which exceeded the Company’s assessment of the amount due. Post balance date,

the arbitration of the claim was settled. The settlement has been reflected in the loss on disposal of investment properties in the statement of comprehensive income.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
kiwi property

annual report 2018

82

notes

3.2 investment properties (continued)

Valuer

Capitalisation

rate

%

Fair value

31 March

2016

$000

Capital

movements

2017

$000

Fair value

gain/(loss)

2017

$000

Fair value

31 March

2017

$000

Retail

Sylvia Park

1

CBRE 5.88 704,000 39,652 11,348 755,000

Sylvia Park LifestyleCBRE 6.38 69,800 168 932 70,900

LynnMallCBRE 6.38 269,000 2,669 (669) 271,000

Westgate LifestyleJLL 6.50 70,250 17,462 (712) 87,000

The Base

2

JLL 6.50 – 193,528 1,472 195,000

Centre Place – NorthJLL 8.63 65,500 3,987 (3,487) 66,000

Centre Place – South 46,700 (46,700)––

The PlazaColliers 7.00 211,000 6,582 (2,082) 215,500

North CityColliers 7.63 109,500 783 217 110,500

NorthlandsColliers 7.25 243,000 2,606 2,894 248,500

1,788,750 220,737 9,913 2,019,400

Office

Vero CentreCBRE 5.75 358,000 7,150 15,850 381,000

ASB North WharfColliers 5.75 187,750 1,286 7,214 196,250

The Majestic CentreCBRE 7.25 112,250 12,288 (5,138) 119,400

The Aurora CentreColliers 6.50 125,900 12,352 2,398 140,650

44 The TerraceColliers 6.88 35,500 4,123 2,127 41,750

819,400 37,199 22,451 879,050

Other

Other propertiesVarious 61,770 (5,929) 2,074 57,915

Development land JLL – 6,401 6,599 13,000

61,770 472 8,673 70,915

Investment properties 2,669,920 258,408 41,037 2,969,365

1. Sylvia Park was valued at $840 million assuming completion of the office and dining lane developments less costs to complete of $75 million and an allowance

for profit and risk.

2. Represents the Group’s 50% ownership interest. Refer to Note 1.4 for further information.

The movement in the Group’s investment properties during the year is as follows:

2018

$000

2017

$000

Balance at the beginning of the year 2,969,365 2,669,920

Capital movements:

Acquisitions (refer to Note 1.3) 59,828 209,220

Disposal of The Majestic Centre (refer to Note 1.3) (128,373)–

Disposal of Centre Place – South– (46,407)

Capitalised costs (including fees and incentives) 128,882 101,265

Capitalised interest and finance charges 3,755 2,626

Amortisation of lease incentives, fees and fixed rental income (8,021) (8,296)

56,071 258,408

Net fair value gain on investment properties 26,528 41,037

Balance at the end of the year 3,051,964 2,969,365

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
83

notes

key estimates and assumptions:

valuation and fair value measurement of investment properties

introduction

All of the Group’s investment properties have been determined

to be Level 3 (2017: Level 3) in the fair value hierarchy because all

significant inputs that determine fair value are not based on

observable market data. Refer to Note 1.7 for further information

on the fair value hierarchy.

valuation process

All investment properties were valued as at 31 March 2018

with the exception of North City which is subject to an

unconditional sale and purchase agreement and accordingly

is carried at the net disposal proceeds (and as at 31 March 2017).

All valuations are prepared by independent valuers who

are members of the Group’s valuation panel and members

of the New Zealand Institute of Valuers.

The adopted valuations of investment properties have been

assessed within a range indicated by at least two valuation

approaches; most commonly an income capitalisation approach

and discounted cash flow approach. In addition, the adopted

valuation of an investment property undergoing development

may be assessed using a residual approach. These approaches

contain unobservable inputs in determining fair value which are

summarised in the table below.

The valuations of the independent valuers are reviewed by the

Group and adopted as the carrying value in the financial

statements subject to any specific adjustments required.

The Group’s management verifies all major inputs to the

valuations, assesses valuation movements when compared to

the previous year and holds discussions with the independent

valuers as part of this process.

valuation inputs

The significant unobservable inputs used and the sensitivity to a

change in those inputs are as follows:

Class

of propertyInputs used to measure fair value

Range of significant

unobservable inputs

Sensitivity20182017

RetailCore capitalisation rate

5.4%– 8.8%

5.9%

– 8.6%The higher the capitalisation rates and

discount rate, the lower the fair value.

Other income capitalisation rate

5.4%– 15.0%

5.9%– 15.0%

Discount rate

7.0%– 9.8%

7.8%– 9.5%

Terminal capitalisation rate

5.9%– 9.0%

6.4%– 8.9%

Gross market rent (per sqm)

1

$281– $682

$279– $753The higher the market rent and growth

rate, the higher the fair value.

Rental growth rate (per annum)

-0.2%– 5.8%

-0.7%– 4.6%

OfficeCore capitalisation rate

5.5%– 6.6%

5.8%– 7.3%The higher the capitalisation rates and

discount rate, the lower the fair value.

Other income capitalisation rate

6.5%– 7. 5 %

6.8%– 8.3%

Discount rate

7.0%– 8.3%

7.4%– 8.5%

Terminal capitalisation rate

5.8%– 7. 3 %

6.1%– 7.8%

Gross market rent (per sqm)

1

$421– $662

$395– $658The higher the market rent and growth

rate, the higher the fair value.

Rental growth rate (per annum)

0.0%– 3.5%

0.0%– 4.0%

OtherCore capitalisation rate

5.0%– 11.5%

5.8%– 10.0%The higher the capitalisation rates and

discount rate, the lower the fair value.

Discount rate

7.0%– 12.0%

8.3%– 11.0%

Terminal capitalisation rate

5.3%– 11.8%

5.8%– 10.5%

Gross market rent (per sqm)

1

$101– $230

$133– $265The higher the market rent and growth

rate, the higher the fair value.

Rental growth rate (per annum)

0.0%– 3.0%

0.0%– 3.5%

1. Weighted average by property.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
kiwi property

annual report 2018

84

notes

3.2 investment properties (continued)

Generally, a change in the assumption made for the adopted

core capitalisation rate is accompanied by a directionally similar

change in the adopted terminal capitalisation rate. The adopted

core capitalisation rate forms part of the income capitalisation

approach and the adopted terminal capitalisation rate forms

part of the discounted cash flow approach.

When calculating the income capitalisation approach, the gross

market rent has a strong interrelationship with the adopted core

capitalisation rate. An increase in the gross market rent and an

increase in the adopted core capitalisation rate could potentially

offset the impact to the fair value. The same can be said for a

decrease in each input. A directionally opposite change in the

two inputs could potentially magnify the impact to the fair value.

When assessing a discounted cash flow, the adopted discount

rate and the adopted terminal capitalisation rate have a strong

interrelationship in deriving fair value. An increase in the

adopted discount rate and a decrease in the adopted terminal

capitalisation rate could potentially offset the impact to the fair

value. The same can be said for an opposite movement in each

input. A directionally similar change in the two inputs could

potentially magnify the impact to the fair value.

The table below explains the key inputs used to measure fair

value for investment properties:

Valuation techniques

Income capitalisation approachA valuation technique which determines fair value by capitalising a property’s sustainable net

income at an appropriate, market-derived rate of return with subsequent capital adjustments

for near-term events, typically including letting up allowances, capital expenditure and the

difference between contract and market rentals.

Discounted cash flow approachA valuation technique which requires explicit assumptions to be made regarding the prospective

income and expenses of a property over an assumed holding period, typically 10 years. The

assessed cash flows are discounted to present value at an appropriate, market-derived discount

rate to determine fair value.

Residual approachA valuation technique used primarily for property which is undergoing, or is expected to

undergo, redevelopment. Fair value is determined through the estimation of a gross realisation

on completion of the redevelopment with deductions made for all costs associated with

converting the property to its end use including finance costs and a typical profit margin for

risks assumed by the developer.

Unobservable inputs within the income capitalisation approach

Gross market rentThe annual amount for which a tenancy within a property is expected to achieve under

a new arm’s length leasing transaction, including a fair share of property operating expenses.

Core capitalisation rateThe rate of return, determined through analysis of comparable, market-related sales

transactions, that is applied to a property’s sustainable net income to derive value.

Other income capitalisation rateThe rate of return that is applied to other, typically variable or uncontracted, sources of property

income to derive value and that is assessed with consideration to the risks in achieving each

income source.

Unobservable inputs within the discounted cash flow approach

Discount rateThe rate, determined through analysis of comparable market-related sales transactions, that

is applied to a property’s future net cash flows to convert those cash flows into a present value.

Terminal capitalisation rateThe rate which is applied to a property’s sustainable net income at the end of an assumed

holding period to derive an estimated future market value.

Rental growth rateThe annual growth rate applied to market rents over an assumed holding period.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
85

notes

3.3 deferred tax

2018

$000

2017

$000

Deferred tax assets

Interest rate derivatives 4,114 4,208

Deferred tax liabilities

Depreciation recoverable (87,973) (85,240)

Deferred leasing costs and other temporary differences (7,797) (8,160)

(95,770) (93,400)

Net deferred tax liabilities (91,656) (89,192)

recognition and measurement

Deferred tax is provided for all taxable temporary differences

between the carrying amounts of assets and liabilities for

financial reporting purposes and the amounts used for taxation

purposes. Deferred tax assets are recognised to the extent that

it is probable that future taxable profits will be available to utilise

them. For deferred tax assets or liabilities arising on investment

property, it is assumed that the carrying amounts of investment

property will be recovered through sale.

The carrying amount of deferred tax assets is reviewed at each

balance date and reduced to the extent that it is no longer

probable that sufficient taxable profit will be available to allow

all or part of the deferred tax asset to be utilised.

Deferred tax assets and liabilities are measured at the tax rates

that are expected to apply to the year when the asset is realised

or the liability is settled, based on tax rates (and tax laws)

applicable at balance date.

3.4 funding

3.4.1 interest bearing liabilities

The Group’s secured interest bearing liabilities are as follows:

2018

$000

2017

$000

Bank loans 540,000 782,500

Fixed-rate bonds 375,000 250,000

Unamortised capitalised costs on fixed-rate bonds (1,498) (2,142)

Interest bearing liabilities 913,502 1,030,358

Weighted average interest rate for drawn debt

(inclusive of bonds, active interest rate derivatives, margins and line fees)4.99%4.61%

Weighted average term to maturity for the combined facilities 3.6 years 3.5 years

recognition and measurement

All interest bearing liabilities are initially recognised at the fair

value of the consideration received, less directly attributable

transaction costs. After initial recognition, they are subsequently

measured at amortised cost using the effective interest rate

method whereby the transaction costs are spread over the

expected life of the instrument.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
kiwi property

annual report 2018

86

notes

3.4.1 interest bearing liabilities (continued)

bank loans

The bank loans are provided by ANZ Bank New Zealand, Bank

of New Zealand, China Construction Bank (New Zealand),

Commonwealth Bank of Australia, The Hongkong and Shanghai

Banking Corporation (HSBC) and Westpac New Zealand.

During the year, the Group secured an additional $100 million

of three, four and five-year facilities from HSBC and an additional

$100 million six-year facility from China Construction Bank

and paid down $258 million of shorter dated facilities from

existing lenders.

As at 31 March 2018, the committed facilities totalled $917 million

(2017: $975 million) and the undrawn facilities available totalled

$377 million (2017: $192.5 million).

fixed-rate bonds

The following table provides details of the Group’s fixed

rate bonds:

NZX code

Value of issue

$000

Date

issued

Date of

maturity

Interest

rateInterest payable

Fair value

2018

$000

Fair value

2017

$000

KPG010 125,000 6-Aug-1420-Aug-21

6.15%

February, August 135,254 133,644

KPG020 125,000 7-Sep-167-Sep-23

4.00%

March, September 125,848 120,860

KPG030 125,000 19-Dec-1719-Dec-24

4.33%

June, December 127,403 –

Fixed-rate bonds 375,000 388,505 254,504

The fair value of the fixed-rate bonds is based on their listed

market prices at balance date and is classified as Level 1 in the

fair value hierarchy (2017: Level 1). Refer to Note 1.7 for further

information on the fair value hierarchy.

security

The bank loans and fixed-rate bonds are secured by way of a

Global Security Deed. Pursuant to the Deed, a security interest

has been granted over all of the assets of the Group. No

mortgage has been granted over the Group’s properties,

however, the Deed allows a mortgage to be granted if an event

of default occurs.

3.4.2 interest rate derivatives

The Group is exposed to changes in interest rates and uses interest rate derivatives to mitigate these risks by exchanging floating rate

interest obligations for fixed rate interest obligations (commonly referred to as interest rate swaps).

The following table provides details of the fair values, notional values, terms and interest rates of the Group’s interest rate derivatives.

2018

$000

2017

$000

Interest rate derivative assets – non-current 658 2,428

Interest rate derivative liabilities – current (627) (198)

Interest rate derivative liabilities – non-current (14,725) (17,258)

Net fair values of interest rate derivatives (14,694) (15,028)

Notional value of interest rate derivatives – active 385,000 425,000

Notional value of interest rate derivatives – forward starting 140,000 220,000

Notional values 525,000 645,000

Weighted average term to maturity – active 2.3 years 2.4 years

Weighted average term to maturity – forward starting 4.9 years 5.4 years

Weighted average term to maturity 2.9 years 3.4 years

Weighted average interest rate – active

1

3.80% 3.91%

Weighted average interest rate – forward starting

1

3.56% 3.58%

Weighted average interest rate

1

3.74% 3.80%

1. Excluding fees and margins.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
87

notes

recognition and measurement

Interest rate derivative instruments are initially recognised at fair

value on the date on which a derivative contract is entered into

and are subsequently re-measured to fair value each balance

date exclusive of accrued interest. Fair values at balance date

are calculated to be the present value of the estimated future

cash flows of these instruments. Transaction costs are

expensed on initial recognition and recognised in profit or loss.

Derivatives are carried as assets when their fair value is positive

and as liabilities when their fair value is negative.

The Group does not designate any derivatives into hedging

relationships. Gains or losses arising from changes in fair value

of interest rate derivatives are recognised in profit or loss.

key estimate: fair value

of interest rate derivatives

The fair values of interest rate derivatives are determined from

valuations prepared by an independent treasury adviser using

valuation techniques classified as Level 2 in the fair value

hierarchy (2017: Level 2). Refer to Note 1.7 for further information

on the fair value hierarchy. These are based on the present value

of estimated future cash flows based on the terms and

maturities of each contract and the current market interest rates

at balance date. Fair values also reflect the current

creditworthiness of the derivative counterparties. These values

are verified against valuations prepared by the respective

counterparties. The valuations were based on market rates at

31 March 2018 of between 1.96% for the 90-day BKBM and 3.06%

for the 10-year swap rate (2017: 2.00% and 3.45%, respectively).

3.4.3 capital management

The Group’s capital includes equity and interest bearing liabilities. The Group maintains a strong capital base to ensure investor,

creditor and market confidence and to sustain the Group’s ongoing activities. The impact of the level of capital on shareholder

returns and the need to maintain a balance between the higher returns that might be possible with greater gearing and the

advantages and security afforded by a sound capital position is recognised by the Group. The Group is subject to the capital

requirement imposed by the Group’s Senior Facilities Agreement and Master Trust Deed governing its interest bearing liabilities

which require that total finance debt be maintained at no more than 45% of the total assets of the Group. This capital requirement

has been complied with throughout the year.

3.5 trade and other payables

2018

$000

2017

$000

Trade creditors 29,099 26,747

Interest and finance charges payable 2,918 4,416

Development costs payable 19,217 8,902

Employment liabilities 4,246 4,020

Rent in advance 663 243

Goods and Services Tax 1,287 1,136

Trade and other payables 57,430 45,464

recognition and measurement

Trade and other payables are carried at amortised cost and due

to their short-term nature are not discounted. Provisions are

recognised when the Group has a legal or constructive

obligation as a result of a past event, it is probable that a future

outflow of cash or other benefit will be required and a reliable

estimate can be made of the amount of the obligation.

In conjunction with the disposal of The Majestic Centre (refer to Note 1.3), interest rate swaps with a face value of $40 million were

closed out during the year for a payment of $2.7 million. The net fair value loss on the remaining interest rate derivatives for the year

was $2.4 million. The difference between these two amounts represents the movement in the net interest rate derivative liabilities

from 31 March 2017 to 31 March 2018.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
kiwi property

annual report 2018

88

notes

3.6 equity

3.6.1 share capital

The following table provides details of movements in the Group’s issued shares:

2018

Number

000

2018

Amount

$000

2017

Number

000

2017

Amount

$000

Balance at the beginning of the year 1,299,389 1,272,622 1,276,420 1,241,129

Issue of shares:

Dividend reinvestment 2,831 3,842 22,917 31,922

Entitlement offer (refer to Note 1.3) 118,132 156,950 ––

Employee share ownership plan 63 – 52 –

Long-term incentive (LTI) plan– (478)– (429)

Balance at the end of the year 1,420,415 1,432,936 1,299,389 1,272,622

1,378,582 shares at a cost of $2.0 million are held by

Pacific Custodians (New Zealand) Limited (the LTI Trustee)

for the Group’s LTI plan (2017: 1,211,499 shares, at a cost of

$1.6 million). Refer to the share-based payments Note 3.6.4

for further information.

recognition and measurement

Share capital is recognised at the fair value of the consideration

received by the Company. Costs relating to the issue of new

shares have been deducted from proceeds received.

All shares carry equal weight in respect of voting rights, dividend

rights and rights on winding up of the Company and have no

par value.

3.6.2 dividends

Dividends paid during the year comprised:

Date declared

2018

cps

2018

$000Date declared

2017

cps

2017

$000

Cash 3.375 43,856 3.300 42,123

Imputation credits0.980 12,735 0.840 10,722

Final dividend19-May-174.355 56,591 13-May-164.140 52,845

Cash 3.425 48,548 3.375 43,410

Imputation credits0.920 11,587 0.940 12,090

Interim dividend17-Nov-174.345 60,135 18-Nov-164.315 55,500

Cash 6.800 92,404 6.675 85,533

Imputation credits1.900 24,322 1.780 22,812

Total dividends8.700 116,726 8.455 108,345

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
89

notes

The Group operates a Dividend Reinvestment Plan (DRP) which allows eligible shareholders to elect to reinvest dividends in shares.

The board, at its sole discretion, may suspend the DRP at any time and/or apply a discount to which shares are issued under the DRP.

On 18 May 2018, the board declared a final cash dividend for the six months ended 31 March 2018 of 3.425 cents per share

(equivalent to $48.6 million), together with imputation credits of 0.97 cents per share. The dividend record date is 6 June 2018 and

payment will occur on 21 June 2018.

3.6.3 earnings per security

Basic and diluted earnings per share (EPS) are calculated by dividing the post-tax profit for the year by the weighted average number

of shares outstanding during the year.

2018 2017

Basic and diluted EPS (cents) 8.66 11.10

Profit used in the calculation of basic and diluted EPS ($000) 120,102 142,997

Weighted average number of shares used in the calculation of basic and diluted EPS (000) 1,386,649 1,287,840

3.6.4 share-based payments

long-term incentive plan (LTI plan)

The Group provides an LTI plan for selected senior employees. Under the LTI plan, ordinary shares in the Company are purchased on

market by Pacific Custodians (New Zealand) Limited (the LTI Trustee). Participants purchase shares from the LTI Trustee with funds

lent to them by the Company. The number of shares that vest depends on the Company’s absolute total shareholder return as well as

its ranking relative to comparator entities in the S&P/NZX All Real Estate Index. If the individual is still employed by the Company at

the end of the vesting period and the hurdles have been achieved, the employee is provided a cash amount which must be used to

repay the loan and the relevant number of shares are then transferred to the individual.

recognition and measurement

The fair value of the LTI plan at grant date is recognised over the

vesting period of the plan as an employee entitlements expense,

with a corresponding increase in the share-based payments

reserve. The fair value is independently measured using an

appropriate option pricing model.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
kiwi property

annual report 2018

90

notes

3.6.4 share-based payments (continued)

Number of shares

Grant date

Measurement

date

Share price

at grant date

Balance

at the

beginning

of the year

Granted

during the

year

Exercised

during the

year

Forfeited

during the

year

Balance at

the end of

the year

2018

1 April 201731 March 2020$1.383– 534,691 –(42,623) 492,068

1 April 201631 March 2019$1.466 459,785 –– (70,910) 388,875

1 April 201531 March 2018$1.260 448,375 –– (75,472) 372,903

15 December 201431 March 2017$1.232 303,339 –(291,201)(12,138)–

1,211,499 534,691 (291,201) (201,143) 1,253,846

2017

1 April 201631 March 2019$1.466– 459,785 –– 459,785

1 April 201531 March 2018$1.260 565,887 –– (117,512) 448,375

15 December 201431 March 2017$1.232 359,029 –– (55,690) 303,339

924,916 459,785 – (173,202) 1,211,499

key estimates and assumptions: fair value measurement of LTI plan

The fair value of the LTI plan has been determined using a Monte Carlo simulation to model a range of future share price outcomes

for the Company and comparator entities in the S&P/NZX All Real Estate Index. The fair value at grant date and the measurement

inputs used were as follows:

Measurement date

31 March

2020

31 March

2019

31 March

2018

Weighted average share price at grant date$1.383$1.466$1.260

Risk-free rate2.2%2.1%3.1%

Standard deviation of the entities in the S&P/NZX All Real Estate Index8.9%-14.6%8.4%-15.2%8.7%-21.5%

Correlation between Company share price and other entities

in the S&P/NZX All Real Estate Index0.280.200.25

Estimated fair value per share$0.508$0.502$0.495

The volatility and correlation measures were derived from

measuring the standard deviation and correlation of returns for

listed entities in the S&P/NZX All Real Estate Index over a

three-year period. The risk free rate was based on government

bond yields over the same period.

It has been assumed that participants will remain employed with

the Company on the vesting date. Dividend assumptions are

based on projected dividend payments over the vesting period.

The employee entitlements expense relating to the LTI plan

for the year ended 31 March 2018 is $190,148 (2017: $196,569)

with a corresponding increase in the share-based payments

reserve. The unamortised fair value of the remaining shares at

31 March 2018 is $330,508 (2017: $246,456).

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
91

notes

4. financial risk management

FOR THE YEAR ENDED 31 MARCH 2018

In the normal course of business, the Group is exposed to a

variety of financial risks. This section explains the Group’s

exposure to financial risks, how these risks could affect the

Group’s financial performance and how they are managed.

Th

e Group is exposed to the following financial risks through its

use of financial instruments:

— interest rate risk

—cre

dit risk

—liq

uidity risk

financial instruments

The following items in the statement of financial position are

classified as financial instruments: cash and cash equivalents,

trade and other receivables, trade and other payables, interest

bearing liabilities and interest rate derivatives. All financial

instruments are recorded at amortised cost with the exception

of interest rate derivatives, which are recorded at fair value

through profit or loss.

risk management

The board has overall responsibility for establishing and

overseeing the Group’s risk management framework. The board

has established an audit and risk committee with responsibilities

that include risk management, compliance and financial

management and control.

The Group has developed a risk management framework

which guides management and the board in the identification,

assessment and monitoring of new and existing risks.

Management report to the audit and risk committee and

the board on relevant risks and the controls and treatments

of those risks.

4.1 interest rate risk

nature of the risk

Interest rate risk is the risk that fluctuations in interest rates

impact the Group’s financial performance or the fair value of its

holdings of financial instruments.

risk management

The Group adopts a policy of reducing its exposure to changes

in interest rates by utilising interest rate derivatives to limit future

interest cost volatility by exchanging floating rate interest

obligations for fixed rate interest obligations. The Group has

established a treasury management group consisting of senior

management and external treasury advisors to review and

set treasury strategy within the guidelines of its debt and

hedging policy.

exposure

The Group’s exposure to interest rate risk arises primarily from

bank loans which are subject to floating interest rates. The

weighted average interest rate, term to maturity of interest

bearing liabilities and details of the interest rate derivatives

utilised are set out in Note 3.4.2. The fair value of interest rate

derivatives is impacted by changes in market interest rates.

sensitivity to interest rate movements

The following sensitivity analysis shows the effect on profit

or loss and equity if market interest rates at balance date had

been 100 basis points higher or lower with all other variables

held constant.

100 bps increase ($000)100 bps decrease ($000)

(12,846)12,158

(15,418)

(9,249)

(11,101)

14,392

8,754

10,362

2018 – equityprofit or loss (pre-tax) – 2018

2017 – equityprofit or loss (pre-tax) – 2017

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
kiwi property

annual report 2018

92

notes

4.2 credit risk

nature of the risk

Credit risk is the risk that a counterparty will default on its

contractual obligations, resulting in financial loss to the Group.

The Group incurs credit risk in the normal course of business

from trade receivables and transactions with financial institutions.

risk management

The risk associated with trade receivables is managed with a

credit policy which includes performing credit evaluations on

tenants and imposing standard payment terms and the

monitoring of aged debtors. Collateral is obtained where

possible. The risk from financial institutions is managed by

placing cash and deposits with high credit quality financial

institutions only.

exposure

The carrying amounts of financial assets recognised in the

statement of financial position best represent the Group’s

maximum exposure to credit risk and are recognised net of any

provision for losses on these financial instruments.

4.3 liquidity risk

nature of the risk

Liquidity risk is the risk that the Group will not be able to meet its

financial obligations as they fall due.

risk management

The Group evaluates its liquidity requirements on an ongoing basis

by continuously forecasting cash flows. The Group generates

sufficient cash flows from its operating activities to meet its

obligations arising from its financial liabilities and has bank

facilities available to cover potential shortfalls. The Group’s

approach to managing liquidity risk is to ensure it will always have

sufficient liquidity to meet its obligations when they fall due under

both normal and stress conditions. The Group manages liquidity

by maintaining adequate committed credit facilities and spreading

maturities in accordance with its Debt and Hedging Policy.

exposure

The following table analyses the Group’s financial liabilities into

relevant maturity groupings based on the earliest contractual

maturity date at balance date. The amounts are contractual

undiscounted cash flows, which includes interest through to

maturity and assumes all other variables remain constant.

Statement of

financial position

$000

Contractual cash flows (principal and interest)

Total

$000

0-6 mths

$000

6-12 mths

$000

1-2 yrs

$000

2-5 yrs

$000

> 5 yrs

$000

2018

Trade and other payables 48,316 48,316 48,316 ––––

Interest bearing liabilities 913,502 1,050,527 18,577 18,577 291,548 460,277 261,548

Net interest rate derivatives 14,694 19,132 4,427 4,002 6,207 4,401 95

Net financial liabilities 976,512 1,117,975 71,320 22,579 297,755 464,678 261,643

2017

Trade and other payables 35,649 35,649 35,649 ––––

Interest bearing liabilities 1,030,358 1,169,812 19,211 19,211 293,512 837,878 –

Net interest rate derivatives 15,028 16,872 4,084 3,984 6,485 3,736 (1,417)

Net financial liabilities 1,081,035 1,222,333 58,944 23,195 299,997 841,614 (1,417)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
93

notes

5. other information

FOR THE YEAR ENDED 31 MARCH 2018

5.1 segment information

Operating segments are reported in a manner consistent with

the internal reporting provided to the chief operating decision

maker. The chief operating decision maker, who is responsible

for allocating resources and assessing performance of the

operating segments, is the Chief Executive.

Operating segments have been determined based on the

reports reviewed by the Chief Executive to assess performance,

allocate resources and make strategic decisions.

The Group’s primary assets are investment properties.

Segment information regarding investment properties is

provided in Note 3.2.

The Group operates in New Zealand only.

The following is an analysis of the Group’s profit by

reportable segments:

Retail

$000

Office

$000

Other

$000

Total

$000

2018

Property revenue 177,831 67,018 4,414 249,263

Less: straight-lining of fixed rental increases 811 (2,876) (35) (2,100)

Less: direct property expenses(42,312) (13,680) (1,176) (57,168)

Segment profit 136,330 50,462 3,203 189,995

2017

Property revenue 169,385 64,909 3,842 238,136

Less: straight-lining of fixed rental increases 213 (2,253) (39) (2,079)

Less: direct property expenses(40,605) (13,875) (1,119) (55,599)

Segment profit 128,993 48,781 2,684 180,458

retail 72%

office

26%

other

2%


segment profit

retail 71%

office

27%

other

2%


segment profit

2018

2017

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
kiwi property

annual report 2018

94

notes

5.1 segment information (continued)

A reconciliation of the segment profit to the profit before income tax reported in the consolidated statement of comprehensive

income is provided as follows:

2018

$000

2017

$000

Segment profit 189,995 180,458

Property management income 1,742 1,506

Rental income resulting from straight-lining of fixed rental increases 2,100 2,079

Interest and other income 285 186

Litigation settlement expenses–(770)

Net fair value gain on investment properties 26,528 41,037

Interest and finance charges (42,645)(43,236)

Employment and administration expenses (20,567)(17,987)

Net fair value gain/(loss) on interest rate derivatives (2,390) 9,732

Loss on disposal of investment properties (7,069)(1,345)

Profit before income tax 147,979 171,660

5.2 related party transactions

The Group holds its 50% interest in The Base by way of an unincorporated joint venture. Kiwi Property manages the entire property

on behalf of the joint venture and receives management fees in accordance with the Property Management Agreement.

During the year, the following transactions were undertaken with the joint venture:

2018

$000

2017

$000

Property management fees 1,252 969

Expenditure reimbursement 515 597

Leasing fees 814 529

Development management fees 169 114

Legal fees 68 92

Retail design management fees 88 57

Total related party transactions 2,906 2,358

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
95

notes

5.3 key management personnel

2018

$000

2017

$000

Directors’ fees 704 652

Short-term employee benefits5,288 5,637

Other long-term benefits– 40

Termination benefits– 158

Share-based payments 36 197

Key management personnel costs 6,028 6,684

Additional disclosures relating to key management personnel are set out in the remuneration report on page 118. Further details

regarding share-based payments can be found in Note 3.6.

4.

5.4 commitments

development and other costs

The following costs have been committed to but not recognised in the financial statements as they will be incurred in future

reporting periods:

2018

$000

2017

$000

Development costs at Sylvia Park 185,152 43,859

Development costs at LynnMall 1,819 –

Development costs at The Plaza 5,111 2,430

Development costs at North City – 2,609

Development costs at Northlands 8,042 2,020

Development and leasing costs at Vero Centre 261 3,775

Development costs at 44 The Terrace 45 2,192

Development and other commitments 200,430 56,885

The Base

Under the Group’s agreement to purchase 50% of The Base from The Base Limited (TBL), TBL has the right to require the Group to

purchase its remaining 50% interest, at a price determined by independent valuation, between 2018 and 2021.

Drury development land

The Group is committed to the purchase of 8.5 hectares of additional development land in Drury, South Auckland at a price to be

determined by independent market valuation.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
kiwi property

annual report 2018

96

notes

5.4 commitments (continued)

operating leases

The Group has commitments for lease payments under operating leases in effect at balance date but not recognised as liabilities,

payable as follows:

2018

$000

2017

$000

Within one year 54 614

One year or later and not later than five years 2 –

Later than five years––

Operating lease commitments 56 614

ground leases

Ground leases exist over ASB North Wharf, The Base and certain adjoining properties. In addition, ground leases also exist over parts

of the land at Sylvia Park, Westgate Lifestyle, Centre Place – North, The Plaza and Northlands. The amount paid in respect of ground

leases during the year was $1.1 million (2017: $1.1 million). The leases terminate between November 2026 and March 3007. Due to the

duration of the leases and the different methods of calculating the lease payments, the total value of the overall commitment has not

been calculated.

5.5 subsequent events

On 18 May 2018, the board declared a final dividend. For further details refer to Note 3.6.2.

97
notes

We have audited the consolidated financial statements

which comprise:

— th

e consolidated statement of financial position as at

31 March 2018;

— the consolidated statement of comprehensive income

for the year then ended;

— th

e consolidated statement of changes in equity

for the year then ended;

— th

e consolidated statement of cash flows for the year

then ended; and

— th

e notes to the consolidated financial statements,

which include significant accounting policies.

our opinion

In our opinion, the consolidated financial statements of Kiwi

Property Group Limited (the Company), including its controlled

entities (the Group), present fairly, in all material respects, the

consolidated financial position of the Group as at 31 March 2018,

its consolidated financial performance and its consolidated cash

flows for the year then ended in accordance with New Zealand

Equivalents to International Financial Reporting Standards (NZ

IFRS) and International Financial Reporting Standards (IFRS).

basis for opinion

We conducted our audit in accordance with International

Standards on Auditing (New Zealand) (ISAs NZ) and International

Standards on Auditing (ISAs). Our responsibilities under those

standards are further described in the Auditor’s responsibilities

for the audit of the consolidated financial statements section of

our report.

We believe that the audit evidence we have obtained is sufficient

and appropriate to provide a basis for our opinion.

We are independent of the Group in accordance with

Professional and Ethical Standard 1 (Revised) Code of Ethics for

Assurance Practitioners (PES 1) issued by the New Zealand

Auditing and Assurance Standards Board and the International

Ethics Standards Board for Accountants’ Code of Ethics

for Professional Accountants (IESBA Code), and we have

fulfilled our other ethical responsibilities in accordance with

these requirements.

Our firm carries out other services for the Group in the areas

of other related assurance services comprising the audits of

special purpose financial information in accordance with

tenancy agreements, voting procedures over the annual

shareholders’ meeting, the benchmarking of executive

remuneration and review of the long-term incentive plan.

The provision of these other services has not impaired our

independence as auditor of the Group.

independent auditor’s report

TO THE SHAREHOLDERS OF KIWI PROPERTY GROUP LIMITED

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
kiwi property

annual report 2018

98

our audit approach

overview

An audit is designed to obtain reasonable assurance whether

the consolidated financial statements are free from material

misstatement.

Overall group materiality: $6.2 million.

We agreed with the Audit and Risk

Committee that we would report to them

misstatements identified during our audit

above $0.6 million as well as misstatements

below that amount that, in our view,

warranted reporting for qualitative reasons.

We have one key audit matter: Valuation of

investment properties.

materiality

The scope of our audit was influenced by our application of

materiality.

Based on our professional judgement, we determined certain

quantitative thresholds for materiality, including the overall

Group materiality for the consolidated financial statements as a

whole as set out above. These, together with qualitative

considerations, helped us to determine the scope of our audit

and the nature, timing and extent of our audit procedures and to

evaluate the effect of any misstatements, both individually and in

aggregate on the consolidated financial statements as a whole.

Overall group materiality$6.2 million.

How we determined it5% of profit before tax excluding valuation movements relating

to investment properties and interest rate derivatives.

Rationale for the materiality

benchmark applied

We applied this benchmark because, in our view, it is reflective

of the metrics against which the performance of the Group is

most commonly measured.

audit scope

We designed our audit by assessing the risks of material misstatement in the consolidated financial statements and our application of

materiality. As with all of our audits, we also addressed the risk of management override of internal controls, including among other

matters consideration as to whether there was evidence of bias that represented a risk of material misstatement due to fraud.

We tailored the scope of our audit in order to perform sufficient work to enable us to provide an opinion on the consolidated financial

statements as a whole, taking into account the structure of the Group, the accounting processes and controls, and the industry in

which the Group operates.

key audit matters

Key audit matters are those matters that, in our professional judgement, were of most significance in our audit of the consolidated

financial statements of the current year. We have one key audit matter: Valuation of investment properties. The matter was addressed

in the context of our audit of the consolidated financial statements as a whole, and in forming our opinion thereon, and we do not

provide a separate opinion on the matter.

Materiality

Audit scope

Key audit


matters

independent auditor’s report

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
99

notes

Key audit matterHow our audit addressed the key audit matter

Valuation of investment properties

Refer to note 3.2 of the consolidated financial statements.

The Group’s investment properties comprise retail and office

portfolios and at $3.1 billion represent the majority of the assets as

at 31 March 2018.

The valuation of the Group’s property portfolio is inherently

subjective due to, among other factors, the individual nature of

each property, location and the expected future rental income for

each respective property.

The existence of significant estimation uncertainty, coupled with

the fact that only a small percentage difference in individual

property valuation assumptions, when aggregated, could result in

material misstatement, is why we have given specific audit focus

and attention to this area.

The valuations were carried out by third party valuers, Colliers

International New Zealand Limited, Jones Lang LaSalle Limited and

CBRE Limited (the Valuers). The Valuers were engaged by the

Group, and performed their work in accordance with the

International Valuation Standards and the Australia and New

Zealand Valuation and Property Standards. The Valuers used by the

Group are well known firms, with experience in the markets in

which the Group operates and are rotated across the portfolio on a

three-yearly cycle.

In determining a property’s valuation, the Valuers take into account

property specific information such as the current tenancy

agreements and rental income earned by the asset. They then

apply assumptions in relation to capitalisation rates and current

market rent and anticipated growth, based on available market

data and transactions, to arrive at a range of valuation outcomes,

from which they derive a point estimate. Due to the unique nature

of each property, the assumptions applied take into consideration

the individual property characteristics at a granular tenant by

tenant level, as well as the qualities of the property as a whole.

Comparable market information is available in New Zealand for the

Group’s properties, other than for some of the Group’s significant

properties by value, which are unique in New Zealand due to their

size. The Valuers take into consideration other market information

for these properties in light of this.

The Group has adopted the assessed values determined by the

Valuers.

For properties that have development work ongoing at 31 March

2018, the costs to complete these developments were taken into

account by the Valuers.

External valuations

We read the valuation reports for all properties and discussed the

reports with each of the Valuers. We confirmed that the valuation

approach for each property was in accordance with accounting

standards and suitable for use in determining the carrying value of

investment properties at 31 March 2018.

It was evident from our discussions with management and the

Valuers and our review of the valuation reports that close attention

had been paid to each property’s individual characteristics and its

overall quality, geographic location and desirability as a whole.

We assessed the Valuers’ qualifications, expertise and their objectivity

and we found no evidence to suggest that the objectivity of any

Valuer in their performance of the valuations was compromised.

We carried out procedures, on a sample basis, to test whether

property-specific information supplied to the Valuers by the

Group reflected the underlying property records held by the

Group. For the items tested, the information was consistent.

Assumptions

Our work over the assumptions focused on the largest properties

in the portfolio and those properties where the assumptions used

and/or year-on-year fair value movement suggested a possible

outlier versus market data for the retail and office sectors. We also

engaged our own in-house valuation specialist to critique and

challenge the work performed and assumptions used by the

Valuers. In particular, we compared the valuation metrics used by

the Valuers to recent market activity.

Where comparable market information was not available in New

Zealand, the Valuer has used other information and specific value

drivers for the property. In challenging this approach, we

considered the comparability of the data used.

We concluded that the assumptions used in the valuations were

supportable in light of available and comparable market evidence.

We obtained management’s estimates of costs to complete on

the properties under development. We compared these estimates

to budgets and external quantity surveyors’ reports and consider

the estimates to be reasonable based on available information.

Overall valuation estimates

Because of the subjectivity involved in determining valuations for

individual properties and the existence of alternative assumptions

and valuation methods, we determined a range of values that were

considered reasonable for an individual property to evaluate the

independent property valuations used by management. If we find

an error in a property valuation or determine that the valuation is

outside the reasonable range, we would evaluate the error or

difference against overall materiality to determine if there is a

material misstatement in the consolidated financial statements.

The valuations adopted by the Group were all within our acceptable

ranges. We also considered whether or not there was bias in

determining individual valuations and found no evidence of bias.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
kiwi property

annual report 2018

100

independent auditor’s report

information other than the financial statements and auditor’s report

The directors are responsible for the annual report. Our opinion

on the consolidated financial statements does not cover the

other information included in the annual report and we do not

and will not express any form of assurance conclusion on the

other information.

In connection with our audit of the consolidated financial

statements, our responsibility is to read the other information

and, in doing so, consider whether the other information is

materially inconsistent with the consolidated financial

statements or our knowledge obtained in the audit, or otherwise

appears to be materially misstated. If, based on the work we

have performed on the other information that we obtained prior

to the date of this auditor’s report, we conclude that there is a

material misstatement of this other information, we are required

to report that fact. We have nothing to report in this regard.

responsibilities of the directors for the consolidated financial statements

The directors are responsible, on behalf of the Company, for the

preparation and fair presentation of the consolidated financial

statements in accordance with NZ IFRS and IFRS, and for such

internal control as the directors determine is necessary to enable

the preparation of consolidated financial statements that are free

from material misstatement, whether due to fraud or error.

In preparing the consolidated financial statements, the directors

are responsible for assessing the Group’s ability to continue as a

going concern, disclosing, as applicable, matters related to

going concern and using the going concern basis of accounting

unless the directors either intend to liquidate the Group or to

cease operations, or have no realistic alternative but to do so.

auditor’s responsibilities for the audit of the consolidated financial statements

Our objectives are to obtain reasonable assurance about

whether the consolidated financial statements, as a whole, are

free from material misstatement, whether due to fraud or error,

and to issue an auditor’s report that includes our opinion.

Reasonable assurance is a high level of assurance, but is not a

guarantee that an audit conducted in accordance with ISAs NZ

and ISAs will always detect a material misstatement when it

exists. Misstatements can arise from fraud or error and are

considered material if, individually or in aggregate, they could

reasonably be expected to influence the economic decisions of

users taken on the basis of these consolidated financial

statements.

A further description of our responsibilities for the audit of the

consolidated financial statements is located at the External

Reporting Board’s website at: https://www.xrb.govt.nz/

standards-for-assurance-practitioners/auditors-responsibilities/

audit-report-1/

This description forms part of our auditor’s report.

who we report to

This report is made solely to the Company’s shareholders, as a

body. Our audit work has been undertaken so that we might

state those matters which we are required to state to them in an

auditor’s report and for no other purpose. To the fullest extent

permitted by law, we do not accept or assume responsibility to

anyone other than the Company and the Company’s

shareholders, as a body, for our audit work, for this report or for

the opinions we have formed.

The engagement partner on the audit resulting in this

independent auditor’s report is Jonathan Skilton.

For and on behalf of:

Chartered Accountants Auckland

18 May 2018

need more?
We provide a range of policies and disclosures on our website,

kp.co.nz/about-us/corporate-governance, including:

Audit and Risk Committee Charter

Board Charter

Code of Ethics

Constitution

Corporate Governance Statement

Diversity and Equal Employment

Opportunity Policy

Dividend Policy

External Auditor Independence Policy

Investment and Management Philosophy

Market Disclosure Policy

Master Trust Deed

(in relation to our bond programme)

Remuneration and Nominations

Committee Charter

Remuneration Policy

Securities Trading Policy

Sustainability and Responsible

Investment Statement

corporate governance

we are committed to the highest standards of corporate governance

Our corporate governance framework draws on principles, guidelines, recommendations and requirements from a

range of sources including the NZX Listing Rules and NZX Corporate Governance Code (the NZX Code). In addition,

the Board has approved policies and practices which aim to reflect best practice corporate governance.

The overarching purpose of the NZX Code is to promote good corporate governance.

The NZX Code contains eight corporate governance principles. For each principle, the NZX Code sets out good

pr

actice recommendations. There are a total of 32 recommendations.

NZX Listing Rule 10.4.5(i) requires Kiwi Property (and other listed entities) to either comply with each recommendation

or explain why a recommendation was not complied with. The NZX Code also requires Kiwi Property to report on how

we complied with the recommendations set out in the NZX Code that we have adopted for the year ended 31 March 2018.

NZX Code compliance

Kiwi Property has followed the recommendations set out in the NZX Code for the year ended 31 March 2018 except, and to the

extent, set out in the following pages. This statement is current as at 31 March 2018 and has been approved by our Board.

The NZX Code was published on 10 May 2017 and came into effect on 1 October 2017. Accordingly, this is Kiwi Property’s

first period of reporting against the NZX Code. While the NZX Code did not exist for part of the Company’s reporting period,

nevertheless reporting is required by the NZX Code for the entire 12-month reporting period.

In prior years, Kiwi Property adopted governance principles which did not differ materially from the NZX Corporate Governance

Best Practice Code; the predecessor to the current NZX Code. In prior years we also reported against


the principles, guidelines and recommendations set out in the Financial Markets Authority’s (FMA) Corporate Governance

Ha

ndbook. That handbook applied to listed and unlisted entities. In February 2018 the FMA published an updated

handbook. The updated handbook makes clear that it does not apply to Kiwi Property and other NZX-listed entities

and instead only applies to unlisted entities. As such we no longer report against the principles, guidelines and recommendations

s

e

t out in the handbook.

The corporate governance policies, practices and processes that Kiwi Property adopted or followed for the year ended


31 March 2018 are summarised or referred to in this and the following pages.

101

governance

recommendation 1.1 – The board should document
minimum standards of ethical behaviour to which the

issuer’s directors and employees are expected to

adhere (a code of ethics). The code of ethics and where to find

it should be communicated to the issuer’s employees. Training

should be provided regularly. The standards may be contained

in a single policy document or more than one policy. The code

of ethics should outline internal reporting procedures for any

breach of ethics, and describe the issuer’s expectations about

behaviour, namely that every director and employee:

(a)

ac

ts honestly and with personal integrity in all actions;

(b) declares conflicts of interest and proactively advises of any

potential conflicts;

(c)

un

dertakes proper receipt and use of corporate information,

assets and property;

(d)

in t

he case of directors, gives proper attention to the

matters before them;

(e)

ac

ts honestly and in the best interests of the issuer,

shareholders and stakeholders and as required by law;

(f)

ad

heres to any procedures around giving and receiving gifts

(for example, where gifts are given that are of value in order

to influence employees and directors, such gifts should not

be accepted);

(g)

adheres to any procedures about whistle blowing (for

example, where actions of a whistle blower have complied

with the issuer’s procedures, an issuer should protect and

support them, whether or not action is taken); and

(h) ma

nages breaches of the code.

Our Board is committed to maintaining high ethical standards

and an ethical culture based on trust, transparency,

integrity and absolute honesty.

code of ethics

Our Code of Ethics underpins our employment contracts and

our consultancy agreements. It’s so important to us that failure

to comply with the Code of Ethics could result in disciplinary

action, including dismissal.

Our Code of Ethics requires our directors, employees and

consultants to:

— ac

t properly and efficiently and within the authorities and

discretions delegated to them

— avoid putting themselves in a position where they stand to

benefit personally (directly or indirectly) or could be accused

of insider trading

— en

sure they and the Company comply with all laws

and regulations

— ma

intain confidentiality at all times, and

—be

absolutely honest.

The Code of Ethics and our Fraud and Corruption Policy set out

our procedures for reporting and managing any breach of

ethics, including unethical behaviour.

Our people can access our Code of Ethics and all of our other

policies via our intranet. This is communicated to our people.

Our people undertake regular training to help maintain high

ethical standards and an ethical culture. During the year ended

31 March 2018, this included training on bribery and corruption,

conflicts of interest and fraud. Ethics training was undertaken

in April 2018.

high ethical standards

principle 1 – Code of ethical behaviour

Directors should set high standards of ethical behaviour, model this

behaviour and hold management accountable for these standards

being followed throughout the organisation.

kiwi property

annual report 2018

102

corporate governance

our values
our behaviours are underpinned by our values

we’re people-people

We’re approachable and welcoming. We’re willing and able.

We’re all for people. Ultimately what we build, improve and

protect are places for people.

we have a passion for excellence

We create exceptional places and experiences for investors,

our people, tenants and customers. We’re creators of wealth

and returns. We aim for excellence in everything we do and

strive for continuous improvement.

we do what’s right

Integrity lies at our heart. We bring honesty and reciprocal

respect to all our dealings. We’re honest and transparent.

We’ve earned the trust of our investors, tenants and customers,

and we work hard to never take it for granted.

we lead

We take a leadership stance. We’re always innovating. We set

new benchmarks to lead the way. We’re open minded and

available to embrace new ideas and feedback. We lead by

example, always mindful that our investors rely on us.

103

governance

diverse skills and knowledge
principle 2 – Board composition and performance

To ensure an effective board, there should be a balance of

independence, skills, knowledge, experience and perspectives.

recommendation 2.1 – The board of an issuer should

operate under a written charter which sets out the

roles and responsibilities of the board. The board

charter should clearly distinguish and disclose the respective

roles and responsibilities of the board and management.

Our Board Charter sets out the roles, responsibilities,

composition, structure and approach of the Board. The Charter

provides that the Board’s responsibilities include:

— overseeing the business and affairs of the Company

— establishing, alongside the leadership team, the Company’s

strategic direction and financial objectives

—ensuring accountability to shareholders through appropriate

reporting and regulatory compliance

— managing the appointment and succession of the Chief

Executive, and reviewing the remuneration and performance

of the Chief Executive

— mo

nitoring the appointment, performance and remuneration

of the direct reports to the Chief Executive, and

— monitoring its own contribution to the Company’s

performance.

our responsible business practices

We are committed to transparency and fairness in dealing with

all of our stakeholders and ensuring adherence to applicable

laws and regulations.

Confidential information: Under our Confidential Information

Policy, all our people have a responsibility to ensure that all

confidential information is properly protected and secured.

Conflicts of interest: The Company has in place a Conflicts of

Interest Policy to ensure that all actual, apparent and potential

conflicts of interest between the Company and any of its

directors, employees and contractors are identified and

managed appropriately. The Company recognises the

importance of identifying and managing appropriately conflicts

of interest to demonstrate its commitment to conducting its

business ethically and with integrity.

Compliance: Under our Compliance Policy, the Company is

committed to ensuring that it conducts its business in a lawful

manner while also complying with the Company’s values, Code

of Ethics and other policies.

Fraud and Corruption: The Company’s Fraud and Corruption

Policy encourages, enables and protects our people to report

fraud, corruption, unethical behaviour, auditing and accounting

irregularities, maladministration, false expense claims and

substantial waste of the Company’s funds or resources.

Knowledge of fraud, corruption, error, breach of law, compliance

failure, concealed practice or unethical behaviour, which may be

detrimental to the interests of the Company, can be reported to

the Company’s anonymous and independent Whistle-Blower

hotline. Alternatively, it can be reported to any layer of

management, people and culture, the Chair of the Board or the

Chair of the Audit and Risk Committee, or to a dedicated internal

‘fraud’ email address.

Furthermore, our policy provides that no person who, in good

faith, reports fraudulent, corrupt or unethical behaviour shall

suffer harassment, retaliation or adverse employment

consequences. Any person who retaliates against someone

who has reported a violation in good faith will be subject to

disciplinary action which may include dismissal.

gifts and entertainment

Our Gifts and Entertainment Policy sets out the principles, process

and roles and responsibilities for accepting, declining, giving,

seeking approval for and reporting gifts and entertainment. The

objectives of this policy include providing fair, consistent and

transparent guidelines in relation to gifts and entertainment and

maintaining a culture of trust, transparency, integrity and honesty.

recommendation 1.2 – An issuer should have a

financial product dealing policy which applies to

employees and directors.

Our Securities Trading Policy sets out the principles and

processes to be followed in relation to trading shares and other

securities of the Company. The policy provides that our people

must not use their knowledge of the Company or its business to

engage in trading securities of the Company for their benefit or

the benefit of anyone else. The policy applies to the Company’s

directors and employees.

Our people are required to obtain consent before trading

Company securities.

kiwi property

annual report 2018

104

corporate governance

The Board Charter also provides that responsibility for the
implementation of strategic objectives for the Company and the

day-to-day management of operations is delegated to the Chief

Executive. The Chief Executive may delegate functions and

authorities to others.

Specific delegations of authority to the Chief Executive

and others are set out in the Company’s Delegated

Authorities schedule.

recommendation 2.2 – Every issuer should have a

procedure for the nomination and appointment

of directors to the board.

selection and appointment

The Remuneration and Nominations Committee assists the

Board with identifying potential candidates for appointment as

directors of the Company. The Remuneration and Nominations

Committee Charter outlines the process to be followed by the

Committee in identifying and recommending potential

candidates for appointment.

Shareholders are notified each year by a NZX notice of their right

to nominate a candidate for election as a director at that year’s

annual meeting of the Company. The notice is also published

on the Company’s website.

All directors are elected by shareholders or appointed by the

Board. Pursuant to the Company’s Constitution, any director

appointed by the Board retires at the next annual meeting of the

Company but is then eligible for election by shareholders.

Independent search firms may be retained to identify suitable

candidates for directorships.

The number of directors is determined in accordance with

the Company’s Constitution. The Constitution provides

that the minimum number of directors is three and the

maximum is eight.

The Company’s Constitution also provides that the minimum

number of independent directors (as defined in the NZX Listing

Rules) shall be two except where there are eight directors then

the minimum shall be three independent directors or one third

of the total number, whichever is greater.

retirement and rotation

In each year, one third of directors must retire from office and

may offer themselves for re-election at the annual meeting of

shareholders. Directors to retire are those who have been

longest in office since they were last elected or deemed elected.

independence

Independence is determined in accordance with the

requirements of the NZX Listing Rules. The Board has

determined that, as at 31 March 2018, all directors were

independent. This assessment is based on the fact that:

— All directors are non-executive directors, who are not

substantial shareholders.

— All directors are free of any business or other relationship

that would materially interfere with, or could reasonably

be seen to materially interfere with, the independent

exercise of their judgement.

— No d

irectors have been employed or retained to provide

material professional services by the Company within the

previous three years.

— No d

irector is a director, partner or senior executive or

material shareholder of a firm which provides professional

services to the Company.

— No d

irector is a material supplier to the Company or has any

other material contractual relationship with the Company

other than as a director of the Company.

—No

director controls, or is an executive or other representative

of an entity, which controls 5% or more of the Company’s

voting securities.

recommendation 2.3 – An issuer should enter into

written agreements with each newly appointed

director establishing the terms of their appointment.

The Company has a written agreement with each director

setting out the terms and conditions of their appointment.

recommendation 2.4 – Every issuer should disclose

information about each director in its annual report or

on its website, including a profile of experience, length

of service, independence and ownership interests.

Our Board is structured in such a way that, as a group, it has the

skills, knowledge, experience and diversity to meet and

discharge its roles and responsibilities.

The Board currently comprises the following directors, each with

their own specialist skill sets, including but not limited to:

Mark Ford (Chair) – extensive property industry experience.

Mary Jane Daly – a strong background in banking, finance

and insurance.

Richard Didsbury – a career in business and property.

Jane Freeman – extensive experience in retail and

customer-driven technology.

Mark Powell – extensive experience in retail and strategy setting

and execution.

Mike Steur – more than 30 years of property experience.

During the year ended 31 March 2018, Joanna Perry ceased to be

a director with effect from 30 September 2017 and Mark Powell

was appointed as a director with effect from 1 October 2017.

As at 31 March 2018, no director owned any of the Company’s

shares or other financial products.

105

governance

Further information on each of our directors can be found
on page 36 of this report and on the Company’s website,

kp.co.nz/about-us/our-people

recommendation 2.5 – An issuer should have a written

diversity policy which includes requirements for the

board or a relevant committee of the board to set

measurable objectives for achieving diversity (which, at a

minimum, should address gender diversity) and to assess

annually both the objectives and the entity’s progress in

achieving them. The issuer should disclose the policy or a

summary of it.

We value and support diversity in all forms, be it gender,

ethnicity, sexual orientation, age, physical abilities, family status,

religious beliefs or other ideologies.

The Company targets a diverse workforce that reflects the

individuals and communities that make up New Zealand.

Our Diversity and Equal Employment Opportunity Policy (DEEO)

recognises that diversity and equal employment opportunities

help us to:

— attract, retain and provide development opportunities to

employees from a wide range of backgrounds which in turn

broadens the Company’s perspective, thinking and decision

making as well as our innovative capability

— co

nnect with, reflect and understand the communities and

markets in which we operate, allowing us to better meet the

needs of our tenants and customers

— improve employee engagement and productivity by

harnessing each individual’s uniqueness, and

— ac

hieve a competitive advantage by improving our reputation

and optimising Company performance.

Our DEEO Policy requires the Company to, every year:

— se

t measurable objectives for achieving increased diversity

and ensuring equal employment opportunities within the

Company (the DEEO Policy stipulates that such objectives

will, at a minimum, address gender diversity), and

— as

sess its current diversity objectives and its progress in

achieving those objectives.

Prior to the NZX Code coming into force, our DEEO Policy

required diversity objectives to be set and assessed every two

years and, did not expressly state that such objectives should, at

a minimum, address gender diversity. More balanced gender

diversity was already a key focus of the Company’s diversity

efforts, and the Company was satisfied that review and

assessment of its gender diversity objectives every two years

ensured sufficiently regular focus on this important issue.

To align with recommendation 2.5 of the NZX Code, the Company

updated its DEEO Policy with effect from 8 September 2017 to

provide for annual consideration and assessment of its diversity

objectives and to stipulate that such objectives must, at a

minimum, address gender diversity.

The Board has evaluated the performance of the Company

against the DEEO Policy and considers that the Company has

complied with the policy.

diversity objectives

The current objectives are:

the Board

In compiling a short-list of potential candidates, at least one female director candidate and one

director candidate from the ethnic groups of either Māori, Asian or Pacific Peoples will be included,

wherever possible.

leadership team

The short-list identifying potential candidates for a leadership team position will include at least one

female candidate and one candidate from the ethnic groups of either Māori, Asian or Pacific Peoples,

wherever possible.

all other roles

The hiring manager commits to ensuring an awareness of gender and ethnic diversity via their recruitment

and selection practices, and include one candidate from the ethnic groups of either Māori, Asian, or Pacific

Peoples, wherever possible.

diversity and

inclusion learning

and development

The Company commits to providing ongoing learning and development initiatives to continue to grow our

people’s understanding of diversity and the benefits arising from a culture that supports and promotes a

diverse and inclusive workforce and leadership team.

pay equity

The Company commits to undertaking an annual pay equity review to assess the impact of gender

on the pay and participation of women in the workforce and to ensure unconscious bias does not

impact remuneration decisions.

kiwi property

annual report 2018

106

corporate governance

gender diversity
The following table provides a breakdown of the gender composition of the directors and officers of the Company, the Company’s

leadership team together with all employees as at the current and prior balance dates:

20182017

numberproportion %numberproportion %

femalemalefemalemalefemalemalefemalemale

directors243367335050

officers

1

142080060100

leadership team

1,2,3

3925752101783

all employees126477327113546832

ethnic diversity

Our ethnic diversity at the current and prior balance dates was as follows:

20182017

European75%77%

Māori10%9%

Asian9%8%

Middle Eastern, Latin American, African5%5%

Pacific Peoples5%4%

not disclosed5%6%

The statistics add to greater than 100% as some employees identify with more than one ethnic group.

2018

female employees

73%

2018

male

employees

27%

2017

female employees

68%

2017

male

employees

32%

1. At 31 March 2018, the role of GM Retail was vacant so accordingly excluded from these statistics. Linda Trainer was appointed to this role on 6 April 2018 and

commenced with Kiwi Property on 23 April 2018. Post the appointment of Linda, the officers of the Company comprise two females and four males

(33% female, 67% male).

2.

On 2

3 April 2018, the role of Manager Shopping Centres was elevated to a leadership team position. This role is held by Shelley Jenkin.

3.

Po

st the appointment of Linda and the inclusion of Shelley, the leadership team comprises five females and nine males (36% female, 64% male).

107

governance

recommendation 2.6 – Directors should undertake
appropriate training to remain current on how to best

perform their duties as directors of an issuer.

Our Board Charter requires our directors to undertake regular

training to educate and update themselves on how to

appropriately and effectively perform their duties as directors.

New directors take part in a comprehensive Company

induction programme.

During the year ended 31 March 2018, our directors undertook

training and attended workshops regarding the Company’s

operations including in relation to strategy, risk management,

insurance and the Company’s new takeover response manual.

recommendation 2.7 – The board should have a

procedure to regularly assess director, board and

committee performance.

Prior to the NZX Code coming into force, we did not have a

formal procedure in place setting out the basis on which

director, Board and committee performance would be regularly

assessed. We did not consider it necessary to have such a

procedure in place, as the Company’s existing policy was to

conduct regular reviews of the performance of individual

directors and the Board (with the assistance of an external

facilitator, where the Board considered that such external input

would be appropriate). The last Board performance assessment

was completed in the year ended 31 March 2017 and was

facilitated by an independent consultant.

In response to the NZX Code, we have developed and

subsequently adopted on 15 February 2018 a formal procedure

setting out the basis on which director, Board and committee

performance would be regularly assessed. The procedure

provides that a formal performance review (facilitated by an

independent party) will be carried out in respect of the Board,

each standing committee and each director at least once every

three years, whilst informal performance reviews of the Board,

each standing committee and each director will be carried out

annually except in any year in which a formal performance

review is undertaken.

recommendation 2.8 – The Chair and the CEO

should be different people.

The Chief Executive is not a director of the Company.

In recognition of the importance of independent views and

the Board’s role in supervising management, the Company’s

Board Charter prohibits the Chair from also holding the

position of Chief Executive.

recommendation 3.1 – An issuer’s audit committee

should operate under a written charter. Membership

on the audit committee should be majority

independent and comprise solely of non-executive directors of

the issuer. The chair of the audit committee should not also be

the chair of the board.

recommendation 3.2 – Employees should only

attend audit committee meetings at the invitation

of the audit committee.

The Audit and Risk Committee (ARC) has a written charter

approved by the Board which is reviewed every two years.

The principal purpose of the ARC is to assist the Board to

exercise due care, diligence and skill in relation to:

— th

e integrity of external financial reporting

— th

e appointment and performance of external and

internal auditors

— fi

nancial management and internal control systems

— ac

counting policy and practice

effective delegation of duties

principle 3 – Board committees

The board should use committees where this will enhance its

effectiveness in key areas, while still retaining board responsibility.

To assist in the execution of its duties and consider complex issues, our

Board has two standing committees. On behalf of the Board and, subject to

the terms of each committee’s charter, these committees review matters

and make recommendations to the Board for decision.

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annual report 2018

108

corporate governance

— the risk management framework and the monitoring of
compliance within that framework

— compliance with applicable laws, regulations, standards,

codes of practice and the NZX Listing Rules, and

— related party transactions.

The Chair and membership of the ARC is determined by the

Board. The ARC must have a minimum of three directors, with a

majority comprising independent directors. The ARC must also

be comprised solely of non-executive directors. The ARC Chair

cannot also be Chair of the Board.

At least one member must have an accounting or financial

background, and all other members should be financially literate

and have an understanding of risk management activities, given

the specialised functions of the ARC.

The current members of the ARC are Mary Jane Daly (Chair),

Mark Ford, Mark Powell and Mike Steur. All members are

non-executive directors and the Chair of the ARC is an

independent director and not the Chair of the Board.

At the invitation of the ARC, management and other employees

may attend an ARC meeting.

recommendation 3.3 – An issuer should have a

remuneration committee which operates under a

written charter (unless this is carried out by the whole

board). At least a majority of the remuneration committee

should be independent directors. Management should only

attend remuneration committee meetings at the invitation of

the remuneration committee.

recommendation 3.4 – An issuer should establish a

nomination committee to recommend director

appointments to the board (unless this is carried out

by the whole board), which should operate under a written

charter. At least a majority of the nomination committee should

be independent directors.

The Remuneration and Nominations Committee (RNC) has

a written charter approved by the Board which is reviewed

every two years.

The principal purpose of the RNC is to assist the Board with

appropriate remuneration policies and practices. It also assists

with planning Board composition and ensuring there is an

appropriate mix of skills, experience, expertise and diversity.

Specifically, this committee assists with, amongst other things:

— the establishment of remuneration policies and practices

to ensure the Company continues to attract and retain top

talent at all levels

— discharging the Board’s responsibilities around setting and

reviewing the remuneration of directors, the Chief Executive

and direct reports to the Chief Executive

— planning our Board’s composition, including succession

planning to ensure that there is an appropriate mix of skills,

experience, expertise and diversity

— ev

aluating the competencies required of prospective

directors (both executive and non-executive), including

requirements of the NZX Listing Rules, and

— id

entifying prospective directors and establishing their

degree of independence.

The Chair and membership of the RNC is determined by the

Board. The RNC must have a minimum of three directors, with

a majority comprising independent directors. The RNC Chair

must be an independent director and cannot also be Chair

of the Board.

RNC members are expected to have an appropriate level of

knowledge and understanding of remuneration practice, as well

as legal and regulatory requirements relating to remuneration.

The current members of the RNC are Jane Freeman (Chair),

Richard Didsbury, Mark Ford, and Mike Steur. All members are

non-executive directors and the Chair of the RNC is an

independent director and is not the Chair of the Board.

At the invitation of the RNC, management and other employees

may attend a RNC meeting.

recommendation 3.5 – An issuer should consider

whether it is appropriate to have any other board

committees as standing board committees. All

committees should operate under written charters. An issuer

should identify the members of each of its committees, and

periodically report member attendance.

temporary committee: due diligence committee

number 1

During the 2018 financial year, a committee was established to

coordinate and oversee the due diligence in respect of the

Company’s 1 for 11 entitlement offer of ordinary shares dated

19 June 2017. This committee operated under terms of

reference, not a written charter, which were set out in a due

diligence planning memorandum.

The directors who were members of this committee were

Mary Jane Daly (Chair), Mark Ford and Mike Steur.

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governance

temporary committee: due diligence committee
number 2

During the 2018 financial year, a committee was established to

coordinate and oversee the due diligence in respect of the

Company’s offer of $125 million of fixed-rate senior secured

bonds issued on 19 December 2017. This committee operated

under terms of reference, not a written charter, which were set

out in a due diligence planning memorandum.

The directors who were members of this committee were

Mary Jane Daly (Chair) and Mike Steur.

board and committee meeting attendance

The table below sets out the attendance details for each Board and committee meeting held during the year.

committeeboard

audit and risk

committee

remuneration and

nominations

committee

due diligence

committee 1

due diligence

committee 2

number of meetings74565

Mary Jane Daly74n/a65

Richard Didsbury6n/a4n/an/a

Mark Ford7455n/a

Jane Freeman6n/a5n/an/a

Joanna Perry

1

42n/an/an/a

Mark Powell

2

32n/an/an/a

Mike Steur

74555

recommendation 4.1 – An issuer’s board should have

a written continuous disclosure policy.

The Company is committed to providing immediately and

equally to all investors fair and full disclosure of material

information in accordance with the NZX Listing Rules.

Our Market Disclosure Policy sets out the responsibilities,

processes and guidance that reflect this commitment.

A management Disclosure Committee has been established to

help the Company meet its continuous disclosure obligations.

The Committee comprises the Chief Executive, the Chief

Operating Officer, the Chief Financial Officer and the General

Counsel and Company Secretary.

recommendation 3.6 – The board should establish

appropriate protocols that set out the procedure to be

followed if there is a takeover offer for the issuer including

any communication between insiders and the bidder. It should

disclose the scope of independent advisory reports to shareholders.

These protocols should include the option of establishing an

independent takeover committee, and the likely composition and

implementation of an independent takeover committee.

On 8 September 2017, the Board formally adopted a Takeover

Response Manual. The Manual details the steps to be followed

to prepare and implement a response to a takeover offer, as

well as matters to consider including communications with

shareholders and other stakeholders, amongst other things.

The Manual also includes the option for the Board to establish

a takeover committee.

reporting integrity

principle 4 – Reporting and disclosure

The board should demand integrity in financial and non-financial

reporting, and in the timeliness and balance of corporate disclosures.

kiwi property

annual report 2018

110

corporate governance

All directors and employees are responsible for reporting
immediately to any member of the Disclosure Committee any

information that they consider to be or likely to be material

information. In addition, the Board will consider at each Board

meeting whether there is any information, arising from matters

discussed at the meeting or otherwise, that may require

disclosure in accordance with the Market Disclosure Policy.

recommendation 4.2 – An issuer should make

its code of ethics, board and committee charters

and the policies recommended in the NZX Code,

together with any other key governance documents,

available on its website.

As noted on page 101, all of the Company’s key corporate

governance documents are available on the Company’s website

(including its Code of Ethics, Board Charter, Audit and Risk

Committee Charter, Remuneration and Nominations Committee

Charter and all other documents which the NZX Code

recommends should be made available on our website).

Following the NZX Code coming into effect, the Company’s

Remuneration Policy and Diversity and Equal Employment

Opportunity Policy were both made available on the Company’s

website in February 2018. Prior to the NZX Code coming into

effect, there was no requirement or general expectation that

either of those policies would be publicly disclosed, and the

Company had considered it unnecessary to make those

policies publicly available. The Company considered that

appropriate remuneration and diversity disclosures were

made in its annual reports.

recommendation 4.3 – Financial reporting should be

balanced, clear and objective. An issuer should

provide non-financial disclosure at least annually,

including considering material exposure to environmental,

economic and social sustainability risks and other key risks.

It should explain how it plans to manage those risks and how

operational or non-financial targets are measured.

We are committed to ensuring that our financial reporting is

balanced, clear and objective.

The Audit and Risk Committee helps to ensure our financial

reporting is balanced, clear and objective. This includes,

amongst other things:

— reviewing and reporting to our Board on annual and interim

financial statements, related stock exchange announcements

and all other financial information published or released to

the market, and

— assisting our Board to review the effectiveness of the internal

control environment, including the effectiveness and

efficiency of operations, reliability of financial reporting and

compliance with applicable laws and regulations.

Management accountability for the integrity of the Company’s

financial reporting is reinforced by the certification from the

Chief Executive, Chief Operating Officer and Chief Financial

Officer in writing that, to the best of their knowledge:

— the Company’s financial statements present a true and fair

view in all material respects

— accounting policies have been appropriately applied, and

— they have assessed the security controls over the financial

information and are satisfied that procedures in place are

adequate to ensure the integrity of the information provided.

This certification was provided for the financial statements

contained in this annual report.

The Board receives regular reports on the financial and

non-financial performance of the Company including health and

safety, major projects, capital and treasury management, risk

and compliance management, people and culture, as well as

reports from the external and internal auditors.

We provide non-financial disclosure at least annually through

various channels, including via our annual report and the suite

of documents released alongside it. Disclosure of our key

financial risks and management of those risks can be found on

pages 91 and 92. Pages 53 and 112-115 summarise our material

environmental, social and governance risks, amongst others,

together with our approach to managing them.

Details of how we measure various operational and non-financial

targets are also detailed in our Sustainability Report. This report

is available on our website kp.co.nz/sustainability.

1. Joanna Perry attended all Board and Audit and Risk Committee meetings that occurred prior to her retirement which was effective

30 September 2017.

2.

Ma

rk Powell attended all Board and Audit and Risk Committee meetings that occurred following his appointment on 1 October 2017.

111

governance

recommendation 5.1 – An issuer should recommend
director remuneration to shareholders for approval

in a transparent manner. Actual director remuneration

should be clearly disclosed in the issuer’s annual report.

At the 2017 annual meeting of Kiwi Property, shareholders

approved a $17,500 (+2.4%) increase in the directors’ fee pool

from $720,000 to $737,500 per annum,

plus GST (if any).

Disclosure of how the Board has allocated the directors’ fee

pool and the remuneration paid to directors during the year

ended 31 March 2018 can be found in the remuneration report

commencing on page 118.

recommendation 5.2 – An issuer should have a

remuneration policy for remuneration of

directors and officers, which outlines the relative

weightings of remuneration components and relevant

performance criteria.

Our Remuneration Policy sets out the various remuneration

components for directors, officers and other employees.

Further information about our remuneration strategy and

policies is set out in the remuneration report.

These pages also provide details of the:

— relative weightings of remuneration components and

relevant performance criteria for the directors and officers

of the Company, and

— numbers of employees and former employees who

received remuneration and other benefits above

$100,000 per annum.

recommendation 5.3 – An issuer should disclose

the remuneration arrangements in place for the CEO in

its annual report. This should include disclosure of the

base salary, short term incentives and long term

incentives and the performance criteria used to determine

performance based payments.

Detailed disclosure of the remuneration arrangements in

place for the Chief Executive (including disclosure of the

Chief Executive’s base salary, short-term incentives and

long-term incentives and the performance criteria used to

determine performance based payments) can be found in

the remuneration report.

recommendation 6.1 – An issuer should have a risk

management framework for its business and the

issuer’s board should receive and review regular

reports. A framework should also be put in place to

manage any existing risks and to report the material risks facing

the business and how these are being managed.

risk management framework

We are committed to managing effectively the risks we face

in achieving our objectives. We believe risk management is a

critical business discipline that helps us achieve our objectives

by reducing uncertainty, increasing the likelihood of achieving

our objectives, minimising losses, and providing greater

freedom to plan and use resources for innovation and

managed risk taking.

transparent remuneration

principle 5 – Remuneration

The remuneration of directors and executives

should be transparent, fair and reasonable.

sound risk management

principle 6 – Risk management

Directors should have a sound understanding of the key risks

faced by the business, and should regularly verify there are

appropriate processes to identify and manage these.

kiwi property

annual report 2018

112

corporate governance

We have adopted as our risk management framework the
New Zealand and Australian Risk Management Standard

(AS/NZS ISO 31000:2009). The framework provides risk

management principles which we have also adopted.

Our Risk Management Policy includes our risk management

principles. The key objectives of this policy are to ensure:

— we m

anage effectively the risks we face in achieving our

objectives, and

— our people are aware of and meet their responsibilities to

identify, evaluate and treat the risks that may prevent or

restrict us from achieving our objectives.

In addition to our risk management framework and policy, we

have also adopted a risk management strategy. Our strategy is

designed to increase our risk management performance and our

risk management maturity. Our strategy includes initiatives in

relation to seven areas of risk management: governance, culture,

assessment and measurement, management and monitoring,

reporting and insights, data and technology and

risk appetite.

Our Board is ultimately responsible for ensuring that the

Company manages effectively the risks we face in achieving our

objectives. The Audit and Risk Committee assists the Board in

this respect by overseeing our risk management framework,

policy and strategy.

In 2018 our Board attended a risk workshop with management.

At this workshop the Board provided feedback and guidance to

management in relation to the risk management strategy

initiatives for the year ended 31 March 2018.

Our Board and Audit and Risk Committee receive from

management regular risk management reports. These

reports include:

— a su

mmary of our risk register

— as

sessments of any new risks or re-assessments of existing

risks, and

— de

tails of our key risks, including the expected trend for each

key risk until the next reporting period.

risk register and key risks

Our risk register contains all of the risks that we have identified as

being a risk to us achieving our objectives. Each risk on our risk

re giste r:

— is classified into one of four groups: strategic, operations,

financial and compliance

— includes an assessment of that risk’s impact to the business,

likelihood of occurrence and its overall rating

— has a risk owner, and

— has details of how we manage that risk.

As at 31 March 2018, our key risks included, among others:

— breach of operating and working protocols resulting in death

or serious harm

— failure to recognise and respond to competitive dynamics

— lack of capacity of our people and adverse organisational

culture (ability to attract, retain and develop our people)

— non-compliance with legal (including regulatory) or

financial obligations

— inability of information systems to adequately protect critical

data and infrastructure from theft, corruption, unauthorised

usage, viruses or sabotage, and

— failure to manage and deliver projects in line with business

cases – on time, to specification and on budget.

Further information in respect of our financial risks is contained

in pages 91 and 92.

During the 2018 financial year, our risk assessment process

comprised consideration of new and existing risks to achieving

our objectives. This included identification and assessment of

each risk’s impact, likelihood and overall rating, allocating the risk

to one or more owners and specifying how we manage that risk.

This process was undertaken on a regular basis at the time each

risk management report was prepared. The results of this

process were included in each risk management report. The

Board and the Audit and Risk Committee reviewed the reports

and provided feedback and guidance to management in respect

of the results of the risk assessment process. Our risk register

was then updated to include any new risks or changes to the

assessment of any existing risks.

Kiwi Property therefore confirms that it has carried out a robust

risk assessment process for the 2018 financial year.

recommendation 6.2 – An issuer should disclose

how it manages its health and safety risks and should

report on their health and safety risks, performance

and management.

health and safety management

People save people. We take this to heart, which is why we

regard health and safety as everyone’s concern. We look to

advance our health and safety practices through active

participation by our people, striving to deliver healthy and

injury-free places of work. This is our health and safety vision.

governance

Our Board recognises that effective governance of health and

safety is essential for our continued success and the wellbeing

of our people. Our Health and Safety Charter sets out our

Board’s commitment, responsibilities and approach to health

113

governance

and safety governance. Our Board has determined that health
and safety shall be governed by the Board as a whole, as

opposed to a committee of the Board.

Our commitment to healthy and injury-free places of work is

reflected in our Health and Safety Policy. The objectives of our

policy are:

— th

e prevention of work related injuries or illnesses, and

— the promotion of safe work practices.

Our Health and Safety Charter and Policy are supported

by our Health and Safety Manual. Our Manual sets out the

roles and responsibilities for our management of health and

safety as well as our standard processes, procedures and

documents including our health and safety training and

qualification requirements.

Health and safety is a formal agenda item for all regular Board

meetings. At these meetings, our Board receives from

management health and safety reports. These reports contain

health and safety performance information which include a

summary of serious incidents, serious harm incidents and

non-serious incidents that occurred during the period,

comparisons against the prior period and the results of our

health and safety audits. These reports also include updates

on our health and safety assurance and enhancement activities.

Our Board also receives health and safety training and

undertakes site visits to see our health and safety management

in practice.

Health and safety leadership is provided by our Health and

Safety Leadership Committee. The committee’s work includes

considering the effectiveness of our health and safety

documentation and practice as well as reviewing incident

reports and the action taken in response to those incidents.

The committee members include, amongst others, the

Chief Executive, Chief Operating Officer, GM Commercial,

GM Development, GM Retail, General Counsel and Company

Secretary, Head of People and Culture, and National Facilities

Manager. During the 2018 financial year, the committee

met five times.

The engagement of our people with health and safety is

supported by our Health and Safety Committee. The

committee’s work includes providing a forum for our people,

through our Health and Safety Representatives, to participate

in improving health and safety at our places of work. The

committee members include the Head of People and Culture,

Health and Safety Representatives, Health and Safety Systems

Co-ordinator and Facilities Portfolio Manager. During the 2018

financial year, the committee met six times.

Our people who are site safety managers support the work

undertaken by our Health and Safety Committee. Our site safety

managers assist in reviewing and updating regularly the health

and safety risks for their sites, provide health and safety

information to our people, undertake investigations of health and

safety incidents and notify WorkSafe of any notifiable events,

amongst other things.

In addition, our Health and Safety Systems Co-ordinator helps to

manage and oversee our health and safety systems.

assurance

Assurance in respect of our health and safety management is

provided through regular health and safety site audits. These

involve a physical site inspection and a review of health and

safety documentation and practice at that site.

In addition, assurance has also been provided through the ACC

Workplace Safety Management Practices (WSMP) audit. The

ACC audit standards have 10 elements and each element

comprises a number of requirements that need to be met.

These requirements are assessed according to one of three

performance levels: primary, secondary and tertiary.

Our most recent ACC WSMP audit was undertaken on

27 September 2016. We achieved a tertiary performance level

in respect of a number of audit elements including commitment

to safety management practices, planning, review, and

evaluation and protection of our people from on-site work.

Overall our performance level was assessed at secondary.

This level recognises that we have adopted and demonstrated

good standards of workplace health and safety practice.

We have not subsequently undertaken a WSMP audit because

ACC discontinued the scheme on 1 April 2017. However, in

2017 we arranged an independent health and safety audit of our

documentation and practices. The results of the audit

confirmed that we continued to adopt and demonstrate

good standards of workplace health and safety practice.

health and safety risks

Our health and safety risks are assessed using the same risk

assessment methodology that we use to assess all other risks.

Health and safety risks are identified for each site and each risk is

then assessed in terms of its impact, likelihood, its overall rating

and how we will manage that risk. This information is recorded in

a health and safety risk register for each site.

As at 31 March 2018, our key health and safety risks included:

— wo

rking at heights – such as a fall from the roof of a building

— hazardous substances – such as an injury or illness from

being exposed to a hazardous substance, and

— electricity – such as an electric shock from electrical

equipment.

kiwi property

annual report 2018

114

corporate governance

recommendation 7.1 – The board should establish a
framework for the issuer’s relationship with its external

auditors. This should include procedures: (a) for

sustaining communication with the issuer’s external

auditors; (b) to ensure that the ability of the external auditors

to carry out their statutory audit role is not impaired, or could

reasonably be perceived to be impaired; (c) to address what,

if any, services (whether by type or level) other than their

statutory audit roles may be provided by the auditors to the

issuer; and (d) to provide for the monitoring and approval by the

issuer’s audit committee of any service provided by the external

auditors to the issuer other than in their statutory audit role.

The Audit and Risk Committee (ARC) assists the Board with

ensuring the quality and independence of the external and

internal audit processes.

The ARC Charter and the External Auditor Independence Policy

provide the framework for our relationship with our external and

internal auditors.

The ARC Charter requires the Committee to, amongst

other things:

— review and recommend to the Board the appointment,

replacement and fees of the external and internal auditors

— confirm and ensure the independence of the external

auditors in accordance with our External Auditor

Independence Policy

— re

view the external and internal audit plans, and

— review and assess the performance of the external and

internal auditors.

The ARC is required by our External Auditor Independence

Policy to only recommend to the Board a firm to be appointed

as external auditor if that firm:

— wo

uld be regarded by a reasonable investor, with full

knowledge of all relevant facts and circumstances, as capable

of exercising objective and impartial judgement on all issues

within their engagement, and

— do

es not allow the direct compensation of its audit partners

to be linked to fees for non-audit services to the Company.

The External Auditor Independence Policy also requires the ARC

to pre-approve the nature of audit and non-audit related services

that are to be provided by our external auditor. The following

guidelines ensure that any related services will not conflict with

the independent role of the external auditor:

— Th

e external auditor may not have any involvement in

the production of financial information or preparation of

financial statements that might be perceived as auditing

their own work.

— Th

e external auditor may not perform any function

of management, or be responsible for making

management decisions.

health and safety performance

We believe our commitment to health and safety and the engagement and participation of our employees to improve health and

safety is reflected in the health and safety performance in respect of our employees.

20182017

deaths––

occupational diseases––

medical treatment injuries44

first aid injuries1220

all injuries1624

workforce injury rate

1

9%14%

1. All injuries / total number of employees.

audit quality and independence

principle 7 – Auditors

The board should ensure the quality and independence of the external audit process.

115

governance

— The external auditor may not be responsible for the design
or implementation of financial information systems.

— The external auditor may not perform any internal

audit function.

Note 2.2 to the financial statements on page 77 details what was

paid by the Company to the external auditor as audit fees and, as

a separate item, for other services.

Our External Auditor Independence Policy contains the

procedures to be adopted by the Board and also management

to sustain communication with the external auditors. The policy

provides that:

— di

rectors are entitled to direct access to the external auditors

without management present, and

— management is entitled to direct access to the external

auditor without directors present.

For the 2018 financial year our external auditor was

PricewaterhouseCoopers. The NZX Listing Rules require the lead

external audit partner to be changed every five years. In

accordance with these rules, the lead external audit partner

changed from Sam Shuttleworth to Jonathan Skilton with effect

from the start of the 2018 financial year.

recommendation 7.2 – The external auditor should

attend the issuer’s Annual Meeting to answer questions

from shareholders in relation to the audit.

Sam Shuttleworth of PricewaterhouseCoopers, our external

auditor, attended the annual meeting of shareholders in

2017 to answer questions from shareholders in relation to our

external audit.

A representative of PricewaterhouseCoopers will attend our

annual meeting in 2018.

recommendation 7.3 – Internal audit functions

should be disclosed.

For the 2018 financial year, KPMG was our internal auditor.

Our internal auditor provides assurance in respect of the risks

impacting our business. This assists the Board, ARC and

management in:

—managing risks

— improving the efficiency and effectiveness of internal

control systems

— monitoring compliance with policies and procedures and

regulatory requirements, and

— providing assurance over the operating effectiveness of

internal controls.

The internal auditor was appointed by the Board and reported

against the internal audit plan on a three-monthly basis.

recommendation 8.1 – An issuer should have a website

where investors and interested stakeholders can

access financial and operational information and key

corporate governance information about the issuer.

We seek to ensure our shareholders understand our activities

by communicating effectively with them and giving them ready

access to clear and balanced information. To assist with this,

the Company:

— maintains a website, kp.co.nz

— pr

ovides shareholders with annual and interim reports and

webcasts of its annual and interim results (available

live and archived on our website)

— provides information to the media and briefings with

research analysts, and

— holds an annual meeting of shareholders in which

shareholder participation is encouraged.

All the Company’s NZX announcements are automatically

published on our website. Our website, which is regularly

updated, also contains:

— information about our people, our property portfolio and our

investment philosophy

— ou

r sustainability activities and achievements, and our annual

sustainability report

keeping our investors informed

principle 8 – Shareholder rights and relations

The board should respect the rights of shareholders and foster

constructive relationships with shareholders that encourage them

to engage with the issuer.

kiwi property

annual report 2018

116

corporate governance

— key financial information and the annual and interim reports
— key dates, and

— key corporate governance documents (as outlined on

page 101).

Investors can also direct questions and comments through the

Company’s website.

recommendation 8.2 – An issuer should allow

investors the ability to easily communicate with the

issuer, including providing the option to receive

communications from the issuer electronically.

communications

electronic communications with investors

We encourage all investors to receive communications from us

electronically. Communicating electronically is faster, better for

the environment and more cost-effective. To date, ~69% of our

investors have told us that they prefer we communicate with

them this way.

We understand that this does not suit everyone, so printed

copies of reports are provided to shareholders who have not

opted to receive documents electronically or who request a

printed copy.

investor relations programme

Our investor relations team coordinates an active investor

relations programme, customised to suit the needs of different

investor groups. The programme includes:

— Th

e Company’s annual meeting which all shareholders

have the right to attend. We encourage investors to take

part in the annual meeting as it provides an opportunity

for shareholders to air their views and ask questions of the

Board and management.

— An annual report (which is published annually in May) and

interim report (which is published annually in November) and

includes an overview of operations and financial results for

the year/period. We encourage investors to access these

reports online to assist with our commitment to the

environment. It is also faster and more cost-effective.

— Each six months, the annual and interim results are webcast

to analysts and key institutional investors. A recording of each

annual and interim result presentation is provided on the

Company’s website. Briefings are provided to institutional

investors, brokers and the media by management following

annual and interim result announcements.

— The Company maintains regular dialogue with the

New Zealand Shareholders Association and, from time to

time, conducts roadshows for retail investors.

— Management meets with investors throughout the year.

— Ou

r investor relations team manages investor queries on

a daily basis.

recommendation 8.3 – Shareholders should have the

right to vote on major decisions which may change the

nature of the company in which they are invested in.

As an issuer that is obliged to comply with the NZX Listing Rules,

the Company must obtain the approval of its shareholders (by

way of an ordinary resolution or, if required, a special resolution)

before entering into any transaction which would change the

essential nature of its business.

recommendation 8.4 – Each person who invests

money in a company should have one vote per share of

the company they own equally with other shareholders.

The Company’s Constitution provides that voting by

shareholders will be by voice or by show of hands, as determined

by the Chair, unless a poll is demanded. The Company’s

Constitution also provides that a shareholder entitled to attend

and vote at a meeting may appoint a proxy to attend and vote on

their behalf.

To respect the principle of one share one vote, a poll was

demanded in respect of the resolutions at the Company’s 2017

annual meeting, in accordance with the Company’s Constitution,

and voting was by poll. A poll will also be demanded at the

Company’s 2018 annual meeting.

recommendation 8.5 – The board should ensure that

the annual shareholders notice of meeting is posted

on the issuer’s website as soon as possible and at

least 28 days prior to the meeting.

The Company’s 2017 annual meeting took place on 28 July 2017.

Notice of that meeting was posted on the Company’s website

on 13 July 2017 in accordance with the requirements of the

Companies Act 1993.

The Company’s 2018 annual meeting will take place on

7 June 2018. Notice of that meeting was posted on the

Company’s website on 4 May 2018.

117

governance

remuneration report
remuneration strategy

The Board supports a remuneration strategy that is aligned to our investors’

interests and encourages the achievement of our strategic objectives.

kiwi property’s vision and objectives are linked to remuneration structures

our vision

performance metricsremuneration strategyremuneration framework

To deliver New Zealand’s

best retail and workplace

experiences

—Long-term total shareholder

returns of >9% per annum

—Annual operating earnings

before interest and tax

—Employee job performance

and achievement of

‘stretch’ goals aligned to

strategic objectives

Our remuneration strategy is to

drive the achievement of

strategic objectives and to focus

our people’s performance and

subsequent remuneration

outcomes on the achievement

of sustainable, superior returns

Our remuneration framework

is designed to attract, retain,

motivate and reward our

people to deliver exceptional

performance that is aligned to

our investors’ interests

our remuneration structure

fixed annual

remuneration (FAR)

short-term incentive

scheme (STI)

long-term incentive

plan (LTI)

employee share

ownership plan (ESOP)

—ba

se salary that is

competitively benchmarked

at the median of the market

—be

nefits include income

protection, life and total

permanent disability

insurance and KiwiSaver

company contributions

at 3%

—a discretionary, at-risk

incentive for salaried,

permanent employees

—company and individual

based performance

measures, founded on

‘stretch’ goals

—inc

entives benchmarked

at market median

—a d

iscretionary share-based

plan, with a three-year vesting

period, for executives and

employees (by invitation)

—reflects reward for delivery of

sustained results over

the long term

—the LTI performance hurdles

consist of an absolute and

relative total shareholder

return, measured

independently of each

other over the three-year

performance period

—assists in employee retention

objectives

—a discretionary share-based

plan, with a three-year

vesting period that is

designed to align our

people’s interests with

those of our shareholders

—an annual grant that enables

our permanent employees to

acquire $781 of new shares

for $1

—pro

vides our people with

an opportunity to take an

ownership stake in the

business

—as

sists in employee retention

objectives

kiwi property

annual report 2018

118

remuneration report

STI
The STI potential for our people has a component linked to the

Company’s performance and a component linked to personal

performance against specific stretch goals.

Both components are based on ‘stretch’ performance goals.

Measures may change year-on-year to best drive business

objectives and performance. Incentives are set around the

market median for target performance, with potential for

participants to earn more for premium performance.

performance measures

company performance

— Th

e Company performance measure is linked to the

Company’s budgeted Operating Earnings before Interest

and Tax (Operating EBIT).

— The scheme is designed to drive out-performance of the

Operating EBIT metric.

— The Board determines an annual Operating EBIT target

that must be achieved before any incentive is paid.

— Once this target is achieved, payment of the Company

component commences at 50% and can increase to a

maximum of 115% depending on the level of Operating

EBIT out-performance.

individual performance

Measures are discussed and agreed between each people

leader and their direct report, in line with the following principles:

— Between one and three stretch goals are set which relate to

the Company’s strategy and its current priorities and each

employee’s individual role.

— Measures will be quantifiable, objective and able to be

measured.

— All individual measures and targets are underpinned by the

concept of stretch performance (not business as usual). This

is consistent with how the Company’s measures and targets

have been set and is aligned to the Company’s goal of paying

incentives where ‘above and beyond’ performance levels

have been achieved.

LTI

The Company’s officers, leadership team and certain other employees may be invited to join the Company’s LTI plan on an annual

basis. Performance is measured against absolute and relative Total Shareholder Returns (TSR) measured independently of each

other over a three-year performance period.

componentLTI grant componentmeasure

absolute TSR

hurdle

50% —The Company’s TSR must exceed 9% per annum, compounding over the

performance period.

relative TSR

hurdle

50% —Requires the Company’s TSR to be compared with the TSRs of the entities that make up

the S&P/NZX All Real Estate Index (excluding Kiwi Property and CDL Investments New

Zealand Limited, referred to

as the ‘peer group’).

—The TSRs of the entities in the peer group over the performance period will be ranked

from highest to lowest.

—If Kiwi Property’s TSR over the performance period exceeds the 50th percentile

in the peer group, 50% of this portion of the LTI grant will vest (i.e. 25% of the

total LTI grant).

—If K

iwi Property’s TSR over the performance period exceeds the 75th percentile

in the peer group, 100% of this portion of the LTI grant will vest (i.e. 50% of the

total LTI grant).

—Th

ere is a straight-line progression and apportionment between these two points.

119

other

relative weightings of remuneration components for officers
— Officers (as defined by the NZX Listing Rules) of the Company comprise the Chief Executive, Chief Operating Officer,

GM Commercial, GM Development, GM Retail and the Strategy Manager.

— The total remuneration package for each of our officers comprises FAR, STI and LTI.

— The STI potential for our officers is as follows:

STI % of FAR

% of STI attributed to Company

Operating EBIT performance

% of STI attributed to

individual performance

Chief Executive50%50%50%

other officers

30-40%50%50%

— The LTI potential for our officers is as follows:

LTI % of FAR

Chief Executive 30%

other officers

2 5 - 2 7. 5 %

performance and development

All of our people participate in a formal performance and development review every six months. The outcomes of the end-of-year

review inform decisions regarding remuneration adjustments in accordance with the Company’s policy.

annual remuneration review

The Board is responsible for the overall remuneration strategy and for reviewing and setting the remuneration of the

Chief Executive and Chief Operating Officer. The Remuneration and Nominations Committee is responsible for reviewing and

setting the remuneration of the direct reports of the Chief Executive and advising the Board on the remuneration of the

Chief Executive and Chief Operating Officer. The total pool available for remuneration of our employees is set by the Board

at the time the annual budget is approved.

To underpin our remuneration decision-making and ensure our employees are paid appropriately, we use a benchmarking job

matching approach utilising market data from several external remuneration consultancies.

pay equity

Kiwi Property is committed to undertaking an annual pay equity review to assess the impact of gender on the pay and participation of

women in the workforce and to ensure unconscious bias does not impact remuneration decisions.

kiwi property

annual report 2018

120

remuneration report

remuneration outcomes for the year
employee remuneration

During the reporting period there were 73 employees and former employees, excluding directors of the Company and the Chief

Executive, who received remuneration and other benefits in their capacity as employees, totalling $100,000 or more.

Remuneration includes salary, short-term incentive payments, long-term incentive payments that have vested, employer’s

contributions to superannuation, redundancy payments, the cost of providing insurance plans and sundry benefits received in their

capacity as employees (including the cost of fringe benefit tax). Employee remuneration does not include long-term incentives that

have not vested.

amount of remuneration ($)number of employeesamount of remuneration ($)number of employees

100,000 – 110,000

7

250,001 – 260,0002

110,001 – 120,000

9

260,001 – 270,0002

120,001 – 130,000

3

270,001 – 280,0002

130,001 – 140,000

4

290,001 – 300,0002

140,001 – 150,000

5

300,001 – 310,0002

150,001 – 160,000

3

320,001 – 330,0001

160,001 – 170,000

4

330,001 – 340,0001

170,001 – 180,000

4

340,001 – 350,0001

180,001 – 190,000

1

360,001 – 370,0001

190,001 – 200,000

3

370,001 – 380,0001

200,001 – 210,000

3

380,001 – 390,0001

210,001 – 220,000

3

410,001 – 420,0001

220,001 – 230,000

2

910,001 – 920,0001

240,001 – 250,000

3

total employees earning $100,000+73

employees included but no longer employed by Kiwi Property 5

LT I

LTIs that have been granted, vested, or forfeited by executives (being the officers of the Company and other members of the

Company’s leadership team, but excluding the Chief Executive), as at 31 March 2018, are detailed in the following table.

grant date

measurement

date

total

participantsgrant value

number of shares

granted

number of shares

forfeited

number of shares

vested

15 December 201431 March 201710$ 4 9 6 ,1 9 5269,837(64,260)205,577

1 April 201531 March 201812$845,617449,416(192,983)

not applicable yet1 April 201631 March 201911$786,408359,373(70,910)

1 April 201731 March 202011$883,3624 2 7,7 6 0(42,623)

Note 3.6.4 of the financial statements on pages 89 and 90 provides further details of the number of shares granted, lapsed

and exercised.

121

other

employee share ownership plan (ESOP)
The ESOP was launched in 2015 and provides our people with an opportunity to take an ownership stake in the business.

Permanent full-time and part-time employees (excluding directors) are eligible to participate in the ESOP. Shares are purchased

and held in trust for employees during a holding period of three years, at which point the shares vest.

shares held on behalf of employees201620172018

shares issued during the year 50,82052,82076,857

shares forfeited during the year(3,025)(4,448)(7,293)

total shares held on behalf of employees4 7,7 9 548,37269,564

chief executive remuneration

Chris Gudgeon took up the role of Chief Executive in August 2008. His employment agreement comprises standard conditions

that are appropriate for a Chief Executive in the market. The Chief Executive’s remuneration for the year ended 31 March 2018

includes salary, a short-term incentive payment, a long-term incentive payment (where vested), employer’s contributions to

KiwiSaver, the cost of providing insurance plans and sundry benefits. It does not include long-term incentives that have not vested.

The Chief Executive’s remuneration is detailed in the following table:

20172018

fixed annual remuneration (including KiwiSaver and value of benefits)$74 3,5 8 3$74 6,4 8 3

short-term incentive paid (including KiwiSaver)

$ 3 6 7,7 74$ 2 9 7, 9 8 8

The basis of the Chief Executive’s STI is set out on pages 119 and 120. His target for the year was $257,364 (2017: $256,394), with a

maximum payable of $407,096 (2017: $393,680) plus KiwiSaver.

LTI

Long-term incentives that have been granted and vested to the Chief Executive as at 31 March 2018 are set out in the following table:

grant datemeasurement dategrant value

number of shares

granted

number of shares

vested

15 December 201431 March 2017$16 4,0148 9 ,1 9 285,624

1 April 201531 March 2018$218,942116,470

not applicable yet1 April 201631 March 2019$219,72810 0,412

1 April 201731 March 2020$220,598106,931

First NZ Capital was appointed by the Board to act as the Recognised Independent Party (RIP) for the purposes of the

15 December 2014 LTI grant made to the Chief Executive by Kiwi Property. Their assessment was as follows:

— Ab

solute performance hurdle: First NZ Capital concluded that Kiwi Property’s annualised TSR exceeded the TSR hurdle and

therefore 50% of the LTI Plan Shares were eligible for vesting.

— Relative performance hurdle: First NZ Capital concluded that Kiwi Property’s TSR ranked above the 50th percentile of the

peer group, however ranked below the 75th percentile. Based on a progressive vesting scale it was assessed that 46% of the

LTI Plan Shares were eligible for vesting.

This resulted in the vesting of 85,624 shares in respect of the 15 December 2014 LTI grant.

kiwi property

annual report 2018

122

remuneration report

1. Of the $40,000 discretionary pool, $15,000 was paid for additional responsibilities during the year.
2. Mary Jane Daly was appointed chair of the Audit and Risk Committee on 1 October 2017.

3.

Mark Powell was appointed as a director, effective 1 October 2017.

4.

Jo

anna Perry retired as a director, effective 30 September 2017.

director remuneration

The directors’ remuneration is paid in the form of directors’ fees.

At the Company’s 2017 annual meeting, shareholders approved a total directors’ fee pool of $737,500 per annum. The Board has

allocated the pool as follows:

fee

number of persons

holding office

total fee pool

Chair (including membership of all committees)$165,0001

$165,000

Director (excluding the Chair)$92,0005

$460,000

Chair of the Audit and Risk Committee$20,0001

$20,000

Audit and Risk Committee member$10,0002

$20,000

Chair of the Remuneration and Nominations Committee$16,2501

$16,250

Remuneration and Nominations Committee member$ 8 ,12 52

$16,250

discretionary pool

1

$40,000n/a

$40,000

total$ 7 3 7, 5 0 0

The fees paid to our directors during the year ended 31 March 2018 are outlined below:

directordutiesfees

Mary Jane Daly

2

Director

Chair of the Audit and Risk Committee

$106,353

Richard DidsburyDirector

Member of the Remuneration and Nominations Committee

$98,872

Mark FordChair

Member of the Audit and Risk Committee

Member of the Remuneration and Nominations Committee

$161,76 6

Jane FreemanDirector

Chair of the Remuneration and Nominations Committee

$121,391

Mark Powell

3

Director

Member of the Audit and Risk Committee

$51,000

Mike SteurDirector

Member of the Audit and Risk Committee

Member of the Remuneration and Nominations Committee

$108,872

Joanna Perry

4


Director

Chair of the Audit and Risk Committee

$55,353

123

other

other shareholder information
reporting entity

Kiwi Property Group Limited (the Company) was incorporated

under the Companies Act 1993 on 16 October 2014. In

December 2014, investors approved a move from a unit trust to

a company structure. Prior to this approval, the entity (known as

Kiwi Income Property Trust) was a unit trust established under

the Unit Trusts Act 1960 by a Trust Deed dated 21 August 1992.

stock exchange listing

The Company’s shares are quoted on the NZX under the ticker

code KPG and the Company’s bonds are quoted on the NZDX

under the ticker codes KPG010, KPG020 and KPG030.

credit rating

S&P Global Ratings has assigned a corporate credit rating of

BBB (stable) to the Company and an issue credit rating of

BBB+ to each of the Company’s fixed-rate senior secured

bonds (KPG010, KPG020 and KPG030).

Further information about S&P Global Ratings’ credit rating

scale is available at www.standardandpoors.com. A rating is not

a recommendation by any rating organisation to buy, sell or

hold the Company’s securities. The credit ratings referred to in

this annual report are current as at 18 May 2018 and may be

subject to suspension, revision or withdrawal at any time by

S&P Global Ratings.

changes in the nature of the business

There were no changes to the nature of the Company’s business

during the year.

NZX waivers

The following is a summary of waivers granted by NZX during the

year ended 31 March 2018 and relied on by the Company.

— Waivers in relation to the Company’s 1 for 11 Entitlement

Offer (Offer). Capitalised terms below have the meanings

given to them in the Offer Document dated 19 June 2017

(which is available on the Company’s website at kp.co.nz/

investor-centre).

— On 16 June 2017, NZX granted the Company a waiver from

Listing Rule 7.11.1 in respect of the Offer, subject to certain

terms and conditions, to enable the Company to allot the

New Shares under the Institutional Entitlement Offer and

Institutional Bookbuild eight Business Days after the close

of the Institutional Entitlement Offer.

— In relation to the Offer, the Company relied on the NZX

class waiver for accelerated entitlement offers, dated

13 June 2017. The following is a summary of each aspect

of the class waiver relied on by the Company:

− Wa

iver from Listing Rule 7.3.1(a), permitting the

Company to not obtain Shareholder approval for the

issue of New Shares in connection with the Offer.

This waiver is subject to the condition that the issue be

conducted in accordance with Listing Rule 7.3.4(a) (read

in conjunction with Listing Rules 7.3.4(d) to 7.3.4(h)),

except for the requirement in Listing Rule 7.4.3(a) that

the Offer is renounceable (provided that New Shares

not taken up by Eligible Shareholders are offered under

the Bookbuilds and that such Bookbuilds are undertaken

in accordance with the Offer Document).

− Wa

iver from Listing Rule 7.10.1, enabling Eligible

Institutional Shareholders to be notified of their

Entitlement prior to the Record Date and enabling

notification to occur by means other than physical

letters of entitlement.

− Waiver from Listing Rule 7.10.2, to the extent it would

otherwise require the Institutional Entitlement Offer to

remain open for 12 Business Days, subject to the

condition that the Company’s announcement of the

Offer, and this Offer Document, clearly state that a

shorter than usual offer period will be available to

Eligible Institutional Shareholders under the Institutional

Entitlement Offer.

− Waiver from Listing Rule 7.10.8, to the extent it would

otherwise require the Company to notify NZX of the

Offer five Business Days prior to the ex-date for the

Offer, subject to the condition that the Offer is notified

to NZX in accordance with Listing Rule 7.10.8 no later

than five Business Days before the ex-date for the Offer.

NZX disciplinary action

There has been no action taken by NZX in relation to the

Company and the NZX has not exercised any of its powers set

out in Listing Rule 5.4.2 in relation to the Company.

auditor

PricewaterhouseCoopers (PwC) has continued to act as the

Company’s external auditor and has undertaken the audit of

the financial statements for the 31 March 2018 financial year.

PwC will be automatically reappointed as external auditor at

the Company’s next annual meeting pursuant to section 207T

of the Companies Act 1993.

In accordance with our External Auditor Independence Policy,

the Company requires the audit partner to rotate every five

years. A new partner was appointed for the 2018 financial year.

donations, sponsorship and volunteering

During the year, the Company donated shopping centre

gift vouchers totalling $1,240 to the New Zealand Breast

Cancer Foundation.

The Company is a longstanding corporate sponsor (currently

$10,000 per annum) of Keystone Trust. Keystone is a charitable

trust that assists tertiary students from disadvantaged

backgrounds to further their education in property industry-

related fields.

Volunteering within the communities in which we invest and

operate is important to the Company. For details of our

volunteering over the past year, refer to page 55.

kiwi property

annual report 2018

124

other shareholder information

other
directors of the Company’s subsidiaries

As at 31 March 2018, the directors of the subsidiary companies

Kiwi Property Holdings Limited, Kiwi Property Holdings

No. 2 Limited, Kiwi Property Te Awa Limited and Sylvia Park

Business Centre Limited, were Chris Gudgeon, Gavin Parker

and Trevor Wairepo.

During the year to 31 March 2018, no director ceased to hold

office as a director of the subsidiary companies.

Directors of the Company’s subsidiaries do not receive any

remuneration or other benefits in their capacity as a director of

those companies, except the indemnity and insurance referred

to below.

directors’ indemnity and insurance

In accordance with the constitution of the Company and section

162 of the Companies Act 1993, the directors of the Company

continue to receive an indemnity from the Company and

insurance to cover liabilities that may arise out of the normal

performance of their duties.

The directors of the subsidiary companies also continue to

receive an indemnity from each subsidiary company and

insurance to cover liabilities that may arise out of the normal

performance of their duties.

annual meeting of shareholders

The Company’s annual meeting of shareholders will be held at

10.00am on Thursday, 7 June 2018 at Eden Park, Auckland.

interest register entries

In accordance with section 211(1)(e) of the Companies Act 1993,

details of the entries made in the Interests Register of the

Company during the year are set out over the page, together

with the existing entries as at 31 March 2018.

125

namename of company/entitynature of interest
Mary Jane DalyAirways Corporation of New Zealand LimitedDeputy Chair

Airways International LimitedDirector

Auckland Transport

1

Director

Cigna Life Insurance New Zealand LimitedDirector

Earthquake CommissionDeputy Chair

New Zealand Green Building Council

2

Chair

Richard DidsburyAuckland International Airport Limited

2

Director and Shareholder

Auckland City Mission Redevelopment Committee

1

Chair

Brick Bay Development TrustTrustee

Brick Bay Investment TrustTrustee

Brick Bay Trustee LimitedDirector and Shareholder

Brick Bay Wines LimitedDirector and Shareholder

Commitee for Auckland Trustee

NX2 Hold GP Limited (Northern Express consortium)Chair

SkyCity Entertainment Group LimitedDirector and Shareholder

Mark FordCBUS Property Pty Limited and related entitiesDirector

Dexus Property GroupDirector

Prime Property Fund Asia GP Pte LimitedDirector

RREEF China Commercial Trust Management Limited

(Manager of China Commercial Trust and a Subsidiary of Deutsche Bank)

Director

The Ford Family Superannuation FundDirector

Jane FreemanArgosy Property LimitedSpouse of Director (Christopher Hunter)

ASB Bank Limited

2

Director

Foodstuffs North Island LimitedDirector

Jane Freeman Consulting LimitedDirector and Shareholder

NZ Strong ConstructionSpouse of Director (Christopher Hunter)

Joanna Perry

3

Genesis EnergyDeputy Chairman

IFRS Advisory CouncilChairman

JMGP LimitedDirector and Shareholder

Partners Group Holdings LimitedDirector

Partners Life LimitedDirector

Regional Facilities AucklandDeputy Chair

Rowing New ZealandDirector

Sport and Recreation New ZealandDirector

Trade Me Group LimitedDirector

kiwi property

annual report 2018

126

other shareholder information

other
namename of company/entitynature of interest

Mark Powell

4

Carey Baptist Theological College

1

Elected board member

JB Hi-Fi Group Limited

1

Director

Massey Business School

1,2

CEO in residence

Stihl Shop NZ

1

Advisory board member

The Halls Group Limited

1

Director

Trinity Lands Limited

1

Director

Venn Foundation NZ

1

Chair

Mike SteurBWP Management LimitedDirector

Dexus Wholesale Property FundDirector

Healthcare Wholesale Property Fund

1

Chair

M & D Steur Investments Pty LimitedShareholder

1. Entry added by notice given by the director during the year.

2.

En

try removed by notice given by the director during the year.

3

Joanna Perry ceased to be a director with effect from 30 September 2017.

4. Mark Powell was appointed director with effect from 1 October 2017.

127

shareholder statistics
AS AT 31 MARCH 2018

twenty largest shareholders

shareholder

number

of shares

% of total

issued shares

HSBC Nominees (New Zealand) Limited 169,456,648 11.93

Citibank Nominees (NZ) Limited 119,963,124 8.45

Accident Compensation Corporation 112,575,287 7.93

HSBC Nominees (New Zealand) Limited 99,847,929 7.03

Premier Nominees Limited <Wholesale Trans-Tasman Property> 77,451,464 5.45

JPMorgan Chase Bank 61,874,708 4.36

Cogent Nominees Limited 58,089,859 4.09

FNZ Custodians Limited 46,537,838 3.28

Investment Custodial Services Limited 35,794,096 2.52

BNP Paribas Nominees NZ Limited 33,806,052 2.38

National Nominees New Zealand Limited 33,342,976 2.35

Premier Nominees Ltd <Armstrong Jones Property Securities Fund> 27,098,134 1.91

Forsyth Barr Custodians Limited 22,982,819 1.62

Custodial Services Limited 22,914,836 1.61

New Zealand Superannuation Fund Nominees Limited 22,397,695 1.58

MFL Mutual Fund Limited 21,788,512 1.53

JBWere (NZ) Nominees Limited 18,407,772 1.30

New Zealand Permanent Trustees Limited 15,130,966 1.07

Private Nominees Limited 14,791,636 1.04

TEA Custodians Limited 12,228,151 0.86

total 1,026,480,502 72.29

total shares on issue 1,420,414,825

spread of shareholders

size of holding

number

of holders

% of total

holders

number

of shares

% of total

issued shares

1-1,000 666 5.94 307,626 0.02

1,001-5,000 1,719 15.34 5,309,175 0.37

5,001-10,000 2,018 18.00 15,347,989 1.08

10,001-50,000 5,515 49.21 124,831,269 8.79

50,001-100,000 816 7.28 55,431,971 3.90

100,001 and over 474 4.23 1,219,186,795 85.84

total 11,208 100.00 1,420,414,825 100.00

kiwi property

annual report 2018

128

other shareholder information

other
geographic distribution of shareholders

size of holding

number

of shares

% of total

issued shares

New Zealand1,032,246,48172.67

United States177,896,41812.52

United Kingdom 63,915,9344.50

Australia63,196,4984.45

Norway21,223,7891.49

Japan16,690,6271.18

rest of the world45,245,0783.19

total

1,420,414,825 100.00

bondholder statistics

AS AT 31 MARCH 2018

spread of KPG010 bondholders (August 2021 maturity)

size of holding

number

of holders

% of total

holders

number

of bonds

% of total

issued bonds

1-1,000 – – – –

1,001-5,000 131 9.92 655,000 0.52

5,001-10,000 324 24.55 3,097,000 2.48

10,001-50,000 708 53.64 19,536,000 15.63

50,001-100,000 89 6.74 7,561,000 6.05

100,001 and over 68 5.15 94,151,000 75.32

total

1,320 100.00 125,000,000 100.00

spread of KPG020 bondholders (September 2023 maturity)

size of holding

number

of holders

% of total

holders

number

of bonds

% of total

issued bonds

1-1,000 – – – –

1,001-5,000 46 7.90 230,000 0.18

5,001-10,000 113 19.41 1,102,000 0.88

10,001-50,000 318 54.64 9,317,000 7.45

50,001-100,000 47 8.08 4,169,000 3.34

100,001 and over 58 9.97 110,182,000 88.15

total 582 100.00 125,000,000 100.00

129

spread of KPG030 bondholders (December 2024 maturity)
size of holding

number

of holders

% of total

holders

number

of bonds

% of total

issued bonds

1-1,000– –– –

1,001-5,000 42 8.05 210,000 0.17

5,001-10,000 111 21.26 1,082,000 0.87

10,001-50,000 284 54.40 7,865,000 6.29

50,001-100,000 36 6.90 3,062,000 2.45

100,001 and over 49 9.39 112,781,000 90.22

total 522 100.00 125,000,000 100.00

substantial product holders

In accordance with section 293 of the Financial Markets Conduct Act 2013, listed below are the names and details of all

persons who, according to the Company’s records and disclosures made, are substantial product holders of the Company as at

31 March 2018. The total number of ordinary shares on issue at 31 March 2018 was 1,420,414,825.

name

number of

shares held at

date of notice

date of

disclosure

Accident Compensation Corporation

1,2

104,473,105

29-Apr-16

ANZ New Zealand Investments Limited

3,4

147,407,526

20-Nov-17

Blackrock, Inc and related bodies corporate

5

71,147,019

19-Mar-18

Some of the above relevant interests comprise a mixture of shares which are legally and/or beneficially held and shares over which

voting control is held.

1. Nicholas Bagnall, Guy Eliffe, Paul Robertshawe, Blair Tallott, Jason Hamilton, Jonathan Davis and Blair Cooper are employees and either a portfolio manager,

equity analyst or corporate governance manager of Accident Compensation Corporation (ACC). Under current ACC investment policies, they have the

discretion to exercise control over some or all the rights to vote and/or acquisition or disposal of some or all of the financial products of which ACC is the

beneficial owner.

2. In

cluding personal holdings of Blair Cooper, an employee and portfolio manager of Accident Compensation Corporation (notice dated 29 April 2016) 58,529 shares.

3.

AN

Z New Zealand Investments Limited (ANZ Investments) acts as a manager or investment manager for certain managed investment schemes under investment

management contracts and as a discretionary investment management service (DIMS) provider in respect of investment portfolios under a wholesale DIMS client

agreement. ANZ Investments has a relevant interest in the financial products arising only from the powers of investment contained in the investment management

contracts and wholesale DIMS client agreement as it has.

4.

Including relevant interests held by ANZ Bank New Zealand Limited (ANZ Bank), ANZ Custodial Services New Zealand Limited (ANZCS) and OnePath Funds

Management Limited (Australia) (OnePath). ANZ Bank acts as a discretionary investment management service (DIMS) provider in respect of investment portfolios

under a DIMS client agreement. ANZ Bank has a relevant interest in the financial products arising only from the powers of investment contained in the DIMS client

agreements it has. ANZCS is the custodian for: ANZ Investments wholesale discretionary investment management service under a custody agreement; and

ANZ Bank’s discretionary investment management service and trading and custody service under a custody agreement. OnePath is the responsible entity of a

number of registered managed investment schemes and the trustee of a number of unregistered schemes under investment management contracts. OnePath

has a relevant interest in the financial products arising only from the powers of investment contained in the investment management contracts.

5.

Th

e nature of the relevant interest is the power to control the acquisition or disposal of the quoted voting product and/or the exercise of a right to vote attached to

the quoted voting product, arising only from the powers of investment contained in each case under investment management agreements appointing each entity

as investment manager of funds or separate accounts (i.e. entity currently exercising investment discretion on behalf of the relevant funds or separate accounts).

kiwi property

annual report 2018

130

other shareholder information

other
directory

COMPANY

Kiwi Property Group Limited

Level 7, Vero Centre

48 Shortland Street

PO Box 2071

Shortland Street

AUCKLAND 1140

T: 64 9 359 4000

W: kp.co.nz

E: info@kp.co.nz

BOND TRUSTEE

Public Trust

Level 9

34 Shortland Street

PO Box 1598

Shortland Street

AUCKLAND 1140

T: 0800 371 471

W: publictrust.co.nz

E: cstenquiry@publictrust.co.nz

SECURITY TRUSTEE

New Zealand Permanent Trustees Limited

Level 9

34 Shortland Street


PO Box 1598

Shortland Street

AUCKLAND 1140

T:

08

00 371 471

E:

c

stenquiry@publictrust.co.nz

REGISTRAR

Link Market Services Limited

Level 11, Deloitte Centre

80 Queen Street

PO Box 91976

AUCKLAND 1142

T:

64 9 3

75 5998 or 0800 377 388

W: linkmarketservices.co.nz

E: enquiries@linkmarketservices.co.nz

AUDITOR

PricewaterhouseCoopers New Zealand

PwC Tower

188 Quay Street

Private Bag 92162

AUCKLAND 1142

T: 64 9 355 8000

W: pwc.co.nz

BANKERS

ANZ Bank New Zealand

Bank of New Zealand

China Construction Bank (New Zealand)

Commonwealth Bank of Australia

The Hongkong and Shanghai Banking

Corporation

Westpac New Zealand

131


kp.co.nz

20

17

20

18

Annual Report 2018

Kiwi Property

---

p
pe r

r

o

p

pe

t yt y

r

r

o

All data in this document is for the year ended
and/or as at 31 March 2018. Due to rounding,

numbers within this report may not add up

precisely to the totals provided and percentages

may not precisely reflect the absolute figures.

This property compendium should be read in

conjunction with the 2018 Kiwi Property Annual

Report, which is available on our website,

kp.co.nz/annual-result

about

kiwi property

Kiwi Property (NZX: KPG) is the largest listed property

company on the New Zealand Stock Exchange and

is a member of the S&P/NZX 15 Index.

We have nearly two and a half decades of expertise in

property investment, development and asset management.

We proudly directly own and manage a $3.1 billion property

portfolio. We manage over $370 million of properties for

third party clients. We invest only in New Zealand.

We own and have developed best-in-class shopping centres

and landmark office towers. But much more than that,

we’ve created spaces that New

Zealanders can enjoy.

Our properties are diverse environments that

engage people through great experiences.

They are places to shop, work, connect, live and grow.

contents
overview

PG 04

our retail portfolio

PG 10

Kiwi Property is the largest owner of retail properties

in New Zealand. Our portfolio consists of seven

shopping centres and two large format retail centres,

together valued at $2.1 billion. The properties are

home to over 950 tenants and generate $1.8 billion

of retail sales per annum.

our office portfolio

PG 24

Kiwi Property owns four office buildings, together

valued at $831 million. The properties are home to

some of New Zealand’s most respected companies

and government departments.

0404
property compendium 2018

kiwi property

overview

overview

our core portfolio

we focus on the growth and enhancement of

a core investment property portfolio

office

buildings

shopping

centres

large format

centres

$1.9b

6 properties in

Auckland

$301m

1

3 properties in

Wellington

$262m

2 properties in

Hamilton

$207m

1 property in

Palmerston North

$240m

1 property in

Christchurch

we have a strong

bias to Auckland

we favour Auckland given its

superior prospects for economic,

population and employment growth

we have a

strong

retail bias

we target

−prominent regional

shopping centres

− large format retail centres

that are in

−th

e ‘golden triangle‘,

predominantly Auckland (in

particular locations favoured

by the Auckland Unitary Plan)

and the Waikato

− regions outside of Auckland with

positive growth prospects

our office

portfolio

we target

−pri

me-grade assets in Auckland

− as

sets in Wellington that

attract long-term leases to

the Crown

third party

management

we also manage properties for third

parties and joint owners to diversify

our revenue streams and leverage

our management platform

in addition to our core portfolio, we hold other

properties and development land with a combined

value of over $140 million

1.On 11 April 2018, Kiwi Property entered into an unconditional agreement for the sale of North City.

The asset is recorded at its net sale price and settlement is expected to occur no later than July 2018.

geographic diversification
sector diversification

0505

retail

68%

office

27%

other

5%

05

geographic diversification

by portfolio value

sector diversification

by portfolio value

Auckland

66%

Wellington

10%

Hamilton

9%

Christchurch

8%

Palmerston North

7%

0606
property compendium 2018

kiwi property

overview

Our tenant base is well diversified by tenant type and industry. In our retail

portfolio, we offer a broad retail mix to ensure we satisfy shopper demand.

In our office portfolio, we attract tenants from across a range of industries,

ensuring our income and risk are appropriately diversified.

Our top 20 tenant list comprises respected companies, government

departments and successful retail chains. Overall, our top 20 tenants occupy

49% of the portfolio by area, account for 39% of gross income received

and have a weighted average lease term of approximately eight years.

75%

total retail

25%

total office

we are home to

over 1,000 tenants

specialty

49%

mini-majors

12%

department stores and DDS

6%

supermarkets

5%

cinemas

2%

home and living majors

1%

total retail75%

government6%

banking6%

legal 4%

insurance 3%

financial services3%

other3%

total office 25%

retail portfolio tenant mix

by investment portfolio gross income

office portfolio tenant mix

by investment portfolio gross income

ASB Bank

6.8%

Ministry of Social Development

4.7%

Farmers

1

3.1%

Progressive Enterprises

2.8%

Cotton On Clothing

1.8%

Foodstuffs

1.8%

Bell Gully

1.8%

Just Group

1.8%

Suncorp

1.8%

The Warehouse

1.7%

Hallenstein/Glasson

1.5%

Russell McVeagh

1.4%

HOYTS Cinemas

1.4%

Kmart

1.3%

ANZ Bank

1.0%

Whitcoulls

1

1.0%

Craigs Investment Partners

0.9%

Pascoes

1

0.8%

Hannahs

0.8%

Westpac

0.7%

1. Controlled by the James Pascoe Group.

top 20 tenants

by investment portfolio gross income

office

retail

overview

0707
The overall portfolio weighted average lease term (WALT) is 5.3 years.

With long-term leases of between 12 and 18 years over almost all office space

in three of our office buildings (ASB North Wharf, The Aurora Centre and

44 The Terrace), together with recent leasing at Vero Centre, the office WALT

is strong at 10.1 years – meaning our rental income is ‘locked-in’ for longer.

With close to 90% of our tenants on fixed or CPI-related annual

rent increases, the uplift in income provided through rent review

mechanisms underpins growth across our portfolio and provides for

a more predictable income stream.

we have long-term,

locked-in revenues

rent review structures

by investment portfolio gross income

fixed62%

CPI-based27%

market and other11%

vacant or

holdover5%

FY19

13%

FY20

10%

FY21

7%

FY22

14%

FY23

8%

FY24

10%

FY25

6%

FY26+

27%

lease expiry profile

by investment portfolio gross income

office

retail

rent review structures

Lease expiry profile % protfolio by gross income

Sylvia Park Lease expiry profile (by gross income)

Sylvia Park Lifestyle Lease expiry profile (by gross income)

LynnMall Lease expiry profile (by gross income)

Westgate Lifestyle Lease expiry profile (by gross income)

The Base Lease expiry profile (by gross income)

Centre Place - North Lease expiry profile (by gross income)

The Plaza Lease expiry profile (by gross income)

North City Lease expiry profile (by gross income)

Northlands Lease expiry profile (by gross income)

Vero Centre Lease expiry profile (by gross income)

ASB North Wharf Lease expiry profile (by gross income)

Graph from

18. Property compendium_word component_FINAL FOR CREATURE.docx

AND Graph from

Property compendium Graphs.xlsx

Expiry tab

Graphs from

Property compendium Graphs.xlsx

Ret tab

Graphs from

Property compendium Graphs.xlsx

Off tab

The Majestic Centre Lease expiry profile (by gross income)

The Aurora Centre Lease expiry profile (by gross income)

44 The Terrace Lease expiry profile (by gross income)

0808
property compendium 2018

kiwi property

overview


location

ownership

% valuer

value

$m

capitalisation

rate

%

10-year IRR

%

net

lettable

area

sqm

tenants

no.

carparks

no.

net

operating

income

$m

1

occupancy

%

2

WA LT

yearskey tenants

investment portfolio

Sylvia Park

3

Auckland 100 CBRE 835.0 5.38 7.1 74,8 4 3 206 3,800 44.2 100.0 3.7

Countdown, H&M, HOYTS Cinemas, PAK′nSAVE,

The Warehouse, Zara

Sylvia Park Lifestyle Auckland 100 CBRE 74.0 6.257.6 16,536 16 393 4.9 100.0 3.5 Freedom Furniture, Spotlight, Torpedo7

LynnMall Auckland 100 CBRE 274.0 6.257.6 37, 5 70 143 1,319 18.6 100.0 5.0 Countdown, Farmers, Reading Cinemas

Westgate Lifestyle Auckland 100 JLL 90.0 6.38 8.0 25,581 28 622 5.8 100.0 6.4

Briscoes, Freedom Furniture, Harvey Norman,

Rebel Sport

The Base

4

Hamilton 50 JLL

202.5

6.258.1 85,552 162 3,343 12.0 99.9 3.1

Farmers, HOYTS Cinemas, Mitre 10 Mega,

The Warehouse

Centre Place – North Hamilton 100 JLL 59.0 8.758.6 15,807 82 554

5.9

96.2 3.2 Lido Cinemas, METRO by HOYTS Cinemas

The Plaza Palmerston North 100 Colliers 207.0 7.00 9.0 32,202 104 1,251 16.6 100.0 3.5 Countdown, Farmers, Kmart

North City

5

Porirua 100 Colliers 99.1 8.38 9.8 25,514 105 1,102 9.5 100.0 3.9 Farmers, Kmart, Reading Cinemas

Northlands Christchurch 100 Colliers 240.0 7.13 9.3 41,632 118 1,708 19.0 99.62.8

Countdown, Farmers, HOYTS Cinemas, PAK’nSAVE,

The Warehouse

retail portfolio

2,080.6

6.257. 8 355,235

964

14,092

136.5

99.7 3.8

Vero Centre Auckland 100 CBRE 420.0 5.506.9 39,542 34 420 20.2 98.46.6

Bell Gully, Craigs Investment Partners, nib,

Russell McVeagh, Suncorp

ASB North Wharf Auckland 100 Colliers 209.0 5.637. 8 21,625 12 97 12.1 100.0 12.6 ASB Bank

The Aurora Centre Wellington 100 Colliers 152.36.388.3 24,503 3 308 8.9 100.0 16.2 Ministry of Social Development

44 The Terrace Wellington 100 Colliers 49.96.638.1 10,325 10 – 3.1 100.0 8.5

Commerce Commission, Energy Efficiency and

Conservation Authority, Tertiary Education Commission

office portfolio 831.25.767. 5 95,995 59 825 44.3 99.3 10.1

investment portfolio

2,911.8

6.117.7 451,230 1,023 14,917

180.8

99.6 5.3

other properties

adjoining propertiesVarious 100Various 93.13.2

development landAuckland 100 JLL47.1–

other properties 140.2 3.2

total portfolio

3,052.0


184.0

portfolio overview

0909

location

ownership

% valuer

value

$m

capitalisation

rate

%

10-year IRR

%

net

lettable

area

sqm

tenants

no.

carparks

no.

net

operating

income

$m

1

occupancy

%

2

WA LT

yearskey tenants

investment portfolio

Sylvia Park

3

Auckland 100 CBRE 835.0 5.38 7.1 74,8 4 3 206 3,800 44.2 100.0 3.7

Countdown, H&M, HOYTS Cinemas, PAK′nSAVE,

The Warehouse, Zara

Sylvia Park Lifestyle Auckland 100 CBRE 74.0 6.257.6 16,536 16 393 4.9 100.0 3.5 Freedom Furniture, Spotlight, Torpedo7

LynnMall Auckland 100 CBRE 274.0 6.257.6 37, 5 70 143 1,319 18.6 100.0 5.0 Countdown, Farmers, Reading Cinemas

Westgate Lifestyle Auckland 100 JLL 90.0 6.38 8.0 25,581 28 622 5.8 100.0 6.4

Briscoes, Freedom Furniture, Harvey Norman,

Rebel Sport

The Base

4

Hamilton 50 JLL

202.5

6.258.1 85,552 162 3,343 12.0 99.9 3.1

Farmers, HOYTS Cinemas, Mitre 10 Mega,

The Warehouse

Centre Place – North Hamilton 100 JLL 59.0 8.758.6 15,807 82 554

5.9

96.2 3.2 Lido Cinemas, METRO by HOYTS Cinemas

The Plaza Palmerston North 100 Colliers 207.0 7.00 9.0 32,202 104 1,251 16.6 100.0 3.5 Countdown, Farmers, Kmart

North City

5

Porirua 100 Colliers 99.1 8.38 9.8 25,514 105 1,102 9.5 100.0 3.9 Farmers, Kmart, Reading Cinemas

Northlands Christchurch 100 Colliers 240.0 7.13 9.3 41,632 118 1,708 19.0 99.62.8

Countdown, Farmers, HOYTS Cinemas, PAK’nSAVE,

The Warehouse

retail portfolio

2,080.6

6.257. 8 355,235

964

14,092

136.5

99.7 3.8

Vero Centre Auckland 100 CBRE 420.0 5.506.9 39,542 34 420 20.2 98.46.6

Bell Gully, Craigs Investment Partners, nib,

Russell McVeagh, Suncorp

ASB North Wharf Auckland 100 Colliers 209.0 5.637. 8 21,625 12 97 12.1 100.0 12.6 ASB Bank

The Aurora Centre Wellington 100 Colliers 152.36.388.3 24,503 3 308 8.9 100.0 16.2 Ministry of Social Development

44 The Terrace Wellington 100 Colliers 49.96.638.1 10,325 10 – 3.1 100.0 8.5

Commerce Commission, Energy Efficiency and

Conservation Authority, Tertiary Education Commission

office portfolio 831.25.767. 5 95,995 59 825 44.3 99.3 10.1

investment portfolio

2,911.8

6.117.7 451,230 1,023 14,917

180.8

99.6 5.3

other properties

adjoining propertiesVarious 100Various 93.13.2

development landAuckland 100 JLL47.1–

other properties 140.2 3.2

total portfolio

3,052.0


184.0

NOTES:

1. Net operating income (NOI) is expressed inclusive of property management fees and

excludes rental income from straight-lining fixed rental increases ($2.1 million). This

schedule excludes income earned from The Majestic Centre prior to its sale. The sale

settled December 2017.

2. Vacant tenancies with current or pending development works are excluded from the

occupancy statistics. At 31 March 2018 excludes, 671 sqm at Sylvia Park, 2,495 sqm

at The Base and 1,356 sqm at Northlands. Tenancies at Westgate Lifestyle subject to

vendor underwrite are treated as occupied.

3

Sylvia Park has been valued at $1.12 billion assuming completion of the office

building, central carpark, galleria and south carpark developments, less costs

to complete of $261 million and a $24 million profit and risk allowance.

The capitalisation rate and the 10-year IRR are the ′as if complete’ assessed rates.

4. Value and income statistics represent Kiwi Property’s 50% interest.

Other statistics reflect the entire asset.

5. On 11 April 2018, Kiwi Property entered into an unconditional agreement for the

sale of North City. The asset is recorded at its net sale price and the capitalisation

rate and 10-year IRR are the equivalent rates based on the asset�s gross sale price

of $100 million. Settlement is expected to occur no later than July 2018.

ll
aa

ii

oe

rr

tt

sylvia park
PG 14

sylvia park lifestyle

PG 15

lynnmall

PG 16

westgate lifestyle

PG 17

the base

PG 18

centre place – north

PG 19

the plaza

PG 20

north city

PG 21

northlands

PG 22

1212
property compendium 2018

kiwi property

retail

1. Not all large format retail tenants report sales.

our retail portfolio

$2 .1b

portfolio value

6.25%

weighted average

capitalisation rate

$136.5m

net operating income

99.7%

occupancy

$1.8b

annual sales

1

7 shopping centres

2 large format retail centres

355,000 sqm net lettable area

964 tenants

14,092 carparks

>50 million customer visits per annum

retail

retail portfolio
geographic weighting

1313

property type

by retail portfolio value

regional centres

89%

large format centres

8%

sub-regional centres

3%

geographic weighting

by retail portfolio value

Auckland

61%

Hamilton

13%

Christchurch

11%

Palmerston North

10%

Wellington

5%

tenant diversification

by retail portfolio gross income

specialty

65%

mini-majors

17%

department stores and DDS

8%

supermarkets

6%

cinemas

3%

home and living majors

1%

property type

tenant diversification

1414
property compendium 2018

kiwi property

retail

property overview

ownership interest (%) 100

centre typeRegional

date completedJun-07

last refurbished/redeveloped2015-2018

net lettable area (sqm) 74,8 4 3

tenants (no.) 206

carparks (no.) 3,800

property metrics

net operating income ($m) 44.2

occupancy (%) 100.0

weighted average lease term (years) 3.7

valuation metrics

valuation ($m) 835.0

capitalisation rate (%) 5.38

10-year internal rate of return (%) 7.1

sales performance

annual sales ($m) 550.8

specialty sales ($/sqm) 13,400

specialty gross occupancy costs (%) 12.1

Developed by Kiwi Property over 11 years ago,

New Zealand’s largest shopping centre, Sylvia Park,

has unparalleled exposure and accessibility,

attracting annual sales of more than $550 million.

We opened the first stores in New Zealand for H&M

and Zara in 2016. More recently we brought together

some exceptional food experiences in a new dining

precinct known as ‘The Grove Dining District’. A new

office tower will open in mid-2018 and a new ~600

space multi-deck carpark will open in late-2018.

We recently commenced construction of a new

Galleria retail level. This will open in mid-2020,

featuring a Farmers department store, a dining

precinct and approximately 60 specialty stores.

vacant or

holdover3%

FY19

23%

FY20

9%

FY21

11%

FY22

15%

FY23+

39%

lease expiry profile

by gross income

key tenants

Countdown

H&M

HOYTS Cinemas

PAK’nSAVE

The Warehouse

Zara

286 Mount Wellington Highway

Mount Wellington

Auckland

sylviapark.org

tenant diversification

by gross income

specialty70%

mini-majors18%

department stores and DDS3%

supermarkets6%

cinemas3%

home and living majors–

other–

sylvia park

sylvia park

retail portfolio
1515

Located on a prominent site adjacent to Auckland’s

southern motorway, Sylvia Park Lifestyle is a large

format retail complex constructed in 2011.

Its location immediately opposite our flagship

asset, Sylvia Park, provides customers with a broad,

complementary and compelling retail offer in this

strong destination.

key tenants

Freedom Furniture

Spotlight

Torpedo7

393 Mount Wellington Highway

Mount Wellington

Auckland

sylviapark.org

vacant or

holdover–

FY19

3%

FY20

32%

FY21

2%

FY22

36%

FY23+

27%

lease expiry profile

by gross income

tenant diversification

by gross income

sylvia park lifestyle

specialty4%

mini-majors96%

department stores and DDS–

supermarkets–

cinemas–

home and living majors–

other–

property overview

ownership interest (%) 100

centre typeLarge format

date acquired (constructed 2011)Dec-14

last refurbished/redevelopedN/A

net lettable area (sqm) 16,536

tenants (no.) 16

carparks (no.) 393

property metrics

net operating income ($m) 4.9

occupancy (%)100.0

weighted average lease term (years) 3.5

valuation metrics

valuation ($m) 74.0

capitalisation rate (%) 6.25

10-year internal rate of return (%) 7.6

sales performance

sales are not reported

sylvia park lifestyle

1616
property compendium 2018

kiwi property

retail

New Zealand’s first-ever shopping centre, LynnMall,

opened in 1963 and has been delivering quality retail

to Auckland’s western suburbs for over 50 years.

In 2015, we expanded the centre to incorporate

an eight-screen Reading Cinemas complex and

‘The Brickworks’ dining precinct. The centre provides

a compelling and convenient shopping destination

in the developing town centre of New Lynn.

lease expiry profile

by gross income

key tenants

Countdown

Farmers

Reading Cinemas

3058 Great North Road

New Lynn

Auckland

lynnmall.co.nz

tenant diversification

by gross income

lynnmall

specialty68%

mini-majors11%

department stores and DDS7%

supermarkets9%

cinemas5%

home and living majors–

other–

property overview

ownership interest (%) 100

centre typeRegional

date acquired (constructed 1963)Dec-10

last refurbished/redeveloped2015

net lettable area (sqm) 37, 5 70

tenants (no.) 143

carparks (no.) 1,319

property metrics

net operating income ($m) 18.6

occupancy (%) 100.0

weighted average lease term (years) 5.0

valuation metrics

valuation ($m) 274.0

capitalisation rate (%) 6.25

10-year internal rate of return (%) 7.6

sales performance

annual sales ($m)241.8

specialty sales ($/sqm)9,700

specialty gross occupancy costs (%)10.9

vacant or

holdover5%

FY19

10%

FY20

8%

FY21

8%

FY22

17%

FY23+

52%

lynmall

retail portfolio
1717

vacant or

holdover–

FY19


FY20


FY21


FY22

1%

FY23+

99%

Forming part of the Westgate Town Centre

development off the north-western motorway

in Auckland, Westgate Lifestyle provides 28 large

format retail stores. The centre, which is located

in a high residential growth area, features a range

of home and living retailers.

key tenants

Briscoes

Freedom Furniture

Harvey Norman

Rebel Sport

57-61 Maki Street

Westgate

Auckland

westgatelifestyle.co.nz

lease expiry profile

by gross income

tenant diversification

by gross income

westgate lifestyle

specialty12%

mini-majors66%

department stores and DDS–

supermarkets–

cinemas–

home and living majors19%

other3%

property overview

ownership interest (%) 100

centre typeLarge format

date acquired (constructed 2015–2016)Sep-15

last refurbished/redevelopedN/A

net lettable area (sqm) 25,581

tenants (no.) 28

carparks (no.) 622

property metrics

net operating income ($m)5.8

occupancy (%) 100.0

weighted average lease term (years)6.4

valuation metrics

valuation ($m)90.0

capitalisation rate (%)6.38

10-year internal rate of return (%)8.0

sales performance

sales are not reported

westgate lifestyle

1818
property compendium 2018

kiwi property

retail

property overview

ownership interest (%) 50

centre typeRegional

date acquired (constructed in stages: 2004–2014)May-16

last refurbished/redevelopedN/A

net lettable area (sqm) 85,552

tenants (no.) 162

carparks (no.) 3,343

property metrics

net operating income ($m) – 50% interest 12.0

occupancy (%)99.9

weighted average lease term (years) 3.1

valuation metrics

valuation ($m) – 50% interest 202.5

capitalisation rate (%) 6.25

10-year internal rate of return (%) 8.1

sales performance

annual sales ($m) 276.6

specialty sales ($/sqm) 10,100

specialty gross occupancy costs (%) 11.7

specialty53%

mini-majors25%

department stores and DDS12%

supermarkets–

cinemas4%

home and living majors6%

other–

vacant or

holdover7%

FY19

13%

FY20

12%

FY21

12%

FY22

16%

FY23+

40%

The Base is New Zealand’s largest single-site retail

asset, located in Hamilton’s growing northern suburbs.

This dominant asset comprises both an enclosed

regional shopping centre, Te Awa, as well as large

format retailing. Kiwi Property is proudly partnering

with Tainui Group Holdings in a 50:50 joint venture.

Kiwi Property manages the entire asset for the

joint venture.

lease expiry profile

by gross income

key tenants

Farmers

HOYTS Cinemas

Mitre 10 Mega

The Warehouse

Corner of Te Rapa Road

and Wairere Drive

Hamilton

the-base.co.nz

tenant diversification

by gross income

the base

the base

retail portfolio
1919

property overview

ownership interest (%) 100

centre typeSub-regional

date acquired (constructed 1985)Dec-94

last refurbished/redeveloped2011

net lettable area (sqm) 15,807

tenants (no.) 82

carparks (no.) 554

property metrics

net operating income ($m) 5.9

occupancy (%)96.2

weighted average lease term (years) 3.2

valuation metrics

valuation ($m) 59.0

capitalisation rate (%) 8.75

10-year internal rate of return (%) 8.6

sales performance

annual sales ($m)68.2

specialty sales ($/sqm) 8,200

specialty gross occupancy costs (%) 11.5

specialty86%

mini-majors8%

department stores and DDS–

supermarkets–

cinemas6%

home and living majors–

other–

vacant or

holdover7%

FY19

20%

FY20

21%

FY21

7%

FY22

10%

FY23+

35%

Centre Place – North is Hamilton CBD’s destination

for food, fashion and entertainment. The centre

features both Lido and METRO by HOYTS cinema

complexes, together with a good range of indoor

and outdoor dining options. The centre is

adjacent to Centre Place – South which was sold

in 2016 but is still managed by Kiwi Property for

its owners.

key tenants

501 Victoria Street

Hamilton

centreplace.co.nz

lease expiry profile

by gross income

tenant diversification

by gross income

centre place – north

centre place north

Lido Cinemas

METRO by HOYTS Cinemas

2020
property compendium 2018

kiwi property

retail

property overview

ownership interest (%) 100

centre typeRegional

date acquired (constructed 1986)Aug-93

last refurbished/redeveloped2010

net lettable area (sqm) 32,202

tenants (no.) 104

carparks (no.) 1,251

property metrics

net operating income ($m) 16.6

occupancy (%) 100.0

weighted average lease term (years) 3.5

valuation metrics

valuation ($m) 207.0

capitalisation rate (%) 7.0 0

10-year internal rate of return (%) 9.0

sales performance

annual sales ($m)193.1

specialty sales ($/sqm) 9,600

specialty gross occupancy costs (%) 13.9

specialty77%

mini-majors2%

department stores and DDS16%

supermarkets5%

cinemas–

home and living majors–

other–

vacant or

holdover7%

FY19

18%

FY20

11%

FY21

11%

FY22

27%

FY23+

26%

The Manawatu’s premium shopping destination is

The Plaza, located in the heart of Palmerston North’s

CBD. The centre extends over 32,000 sqm with

more than 100 retail shops providing a wide

mix of fashion, food, services and general retailing.

lease expiry profile

by gross income

key tenants

Countdown

Farmers

Kmart

84 The Square

Palmerston North

theplaza.co.nz

tenant diversification

by gross income

the plaza

the plaza

retail portfolio
2121

property overview

ownership interest (%) 100

centre typeRegional

date acquired (constructed 1990)Dec-93

last refurbished/redeveloped2004

net lettable area (sqm) 25,514

tenants (no.) 105

carparks (no.) 1,102

property metrics

net operating income ($m) 9.5

occupancy (%) 100.0

weighted average lease term (years) 3.9

valuation metrics

net sale proceeds ($m) 99.1

equivalent capitalisation rate (%) 8.38

equivalent 10-year internal rate of return (%) 9.8

sales performance

annual sales ($m)113.6

specialty sales ($/sqm) 8,800

specialty gross occupancy costs (%) 12.5

specialty75%

mini-majors1%

department stores and DDS19%

supermarkets–

cinemas3%

home and living majors–

other2%

vacant or

holdover6%

FY19

15%

FY20

12%

FY21

7%

FY22

24%

FY23+

36%

Located within the town centre of Porirua, North City

has been providing quality national and international

retailing to its catchment for over 25 years.

The two-level centre is supported by an adjoining

New World supermarket under separate ownership.

On 11 April 2018, Kiwi Property entered into an

unconditional agreement for the sale of North City.

The asset is recorded at its net sale price and the

capitalisation rate and 10-year IRR are the equivalent

rates based on the asset‘s gross sale price of

$100 million. Settlement is expected to occur no

later than July 2018.

key tenants

Farmers

Kmart

Reading Cinemas

2 Titahi Bay Road

Porirua

northcityshopping.co.nz

lease expiry profile

by gross income

tenant diversification

by gross income

north city

north city

2222
property compendium 2018

kiwi property

retail

property overview

ownership interest (%) 100

centre typeRegional

date acquired (constructed 1967)Mar-94/Mar-98

last refurbished/redeveloped2018

net lettable area (sqm) 41,632

tenants (no.) 118

carparks (no.) 1,708

property metrics

net operating income ($m)19.0

occupancy (%)99.6

weighted average lease term (years) 2.8

valuation metrics

valuation ($m) 240.0

capitalisation rate (%) 7.13

10-year internal rate of return (%) 9.3

sales performance

annual sales ($m)291.3

specialty sales ($/sqm) 11,300

specialty gross occupancy costs (%) 12.2

specialty66%

mini-majors4%

department stores and DDS11%

supermarkets16%

cinemas3%

home and living majors–

other–

vacant or

holdover13%

FY19

20%

FY20

19%

FY21

4%

FY22

16%

FY23+

28%

retail

One of New Zealand’s largest enclosed shopping

centres, Northlands has been servicing its

Christchurch catchment for more than 50 years.

This single-level regional shopping centre has been

progressively redeveloped over many years to meet

demand and demographic shifts. We are now

underway with the construction of ‘Langdons

Quarter’, a new food precinct being created at the

southern end of the centre and complementing

the adjacent HOYTS cinema offer.

lease expiry profile

by gross income

key tenants

Countdown

Farmers

HOYTS Cinemas

PAK’nSAVE

The Warehouse

55 Main North Road

Papanui

Christchurch

northlands.co.nz

tenant diversification

by gross income

northlands

northlands

retail portfolio
2323

ii
oe

ffff

oo

cc

vero centre
PG 28

asb north wharf

PG 29

the aurora centre

PG 30

44 the terrace

PG 31

2626
property compendium 2018

kiwi property

office

4 assets

96,000 sqm net lettable area

59 tenants

825 carparks

$831.2m

portfolio value

5.76%

weighted average

capitalisation rate

$44.3m

net operating income

99.3%

occupancy

1 0.1 years

weighted average lease term

our office portfolio

2727
office portfolio

property grade

by office portfolio value

Premium

51%

A-grade

18%

A-grade campus

25%

B-grade

6%

geographic weighting

by office portfolio value

Auckland

76%

Wellington

24%

tenant diversification

by office portfolio gross income

government

26

%

banking

25

%

legal

18%

insurance

11%

financial services10%

other

9%

consultancy

1%

property grade

geographic weighting property

tenant diversification property

2828
property compendium 2018

kiwi property

office

property overview

ownership interest (%) 100

building gradePremium

date acquired (constructed 2000)Apr- 01

last refurbished/redeveloped2016

net lettable area (sqm) 39,542

typical floorplate (sqm) 1,200

carparks (no.) 420

property metrics

net operating income ($m) 20.2

occupancy (%)98.4

weighted average lease term (years)6.6

valuation metrics

valuation ($m)420.0

capitalisation rate (%)5.50

10-year internal rate of return (%)6.9

legal37%

insurance24%

financial services21%

other11%

banking3%

consultancy3%

government1%

vacant or

holdover5%

FY19

6%

FY20

4%

FY21

6%

FY22

7%

FY23+

72%

Our flagship office asset, Vero Centre, was

completed in 2000 and remains one of Auckland’s

most prestigious office buildings, attracting and

retaining some of the country’s most respected

companies as tenants. The property has won

numerous awards for excellence in design,

construction and efficiency. The lobby was

comprehensively upgraded in 2016.

key tenants

Bell Gully

Craigs Investment

Partners

nib

Russell McVeagh

Suncorp

48 Shortland Street

Auckland

lease expiry profile

by gross income

tenant diversification

by gross income

vero centre

vero centre

2929
office portfolio

A showcase of environmental design and innovative

office space solutions, ASB North Wharf is an

award-winning, seven-level office building which

was developed by Kiwi Property for ASB Bank.

ASB has a lease over all the office space until 2031.

The waterfront location and striking architecture

have made it a landmark on the cityscape, and it

includes award-winning restaurants creating an

active frontage to North Wharf.

property overview

ownership interest (%) 100

building gradeA-grade campus

date completedMay-13

last refurbished/redevelopedN/A

net lettable area (sqm) 21,625

typical floorplate (sqm) 4,000

carparks (no.) 97

property metrics

net operating income ($m) 12.1

occupancy (%) 100.0

weighted average lease term (years) 12.6

valuation metrics

valuation ($m) 209.0

capitalisation rate (%) 5.63

10-year internal rate of return (%) 7. 8

lease expiry profile

by gross income

tenant diversification

by gross income

banking91%

other9%

government–

legal–

insurance–

financial services–

consultancy–

vacant or

holdover–

FY19


FY20

1%

FY21

1%

FY22


FY23+

98%

key tenant

ASB Bank12 Jellicoe Street

Auckland

asb north wharf

asb north wharf

3030
property compendium 2018

kiwi property

office

The Aurora Centre is a mainstay accommodation

option for the New Zealand Government with all of

the office space leased to the Ministry of Social

Development until 2034. A comprehensive

refurbishment and seismic strengthening project

was completed in 2016.

property overview

ownership interest (%) 100

building gradeA-grade

date acquired (constructed 1968)Apr- 04

last refurbished/redeveloped2014–2016

net lettable area (sqm) 24,503

typical floorplate (sqm)

upper: 1,100

lower: 1,800

carparks (no.) 308

property metrics

net operating income ($m) 8.9

occupancy (%) 100.0

weighted average lease term (years) 16.2

valuation metrics

valuation ($m) 152.3

capitalisation rate (%) 6.38

10-year internal rate of return (%) 8.3

lease expiry profile

by gross income

tenant diversification

by gross income

government98%

other2%

banking–

legal–

insurance–

financial services–

consultancy–

vacant or

holdover–

FY19


FY20


FY21


FY22


FY23+

100%

key tenant

Ministry of

Social Development

56 The Terrace

Wellington

the aurora centre

the aurora centre

3131
office portfolio

Well located within the Wellington parliamentary

sector, 44 The Terrace provides 10,000 sqm of

efficient office space over 12 levels. All office

floors are leased by government tenants mostly

on long-term leases. A comprehensive

refurbishment and seismic strengthening project

was completed in 2017.

property overview

ownership interest (%) 100

building gradeB-grade

date acquired (constructed 1987)Sep-04

last refurbished/redeveloped2015–2017

net lettable area (sqm) 10,325

typical floorplate (sqm) 800

carparks (no.) –

property metrics

net operating income ($m)3.1

occupancy (%)100.0

weighted average lease term (years)8.5

valuation metrics

valuation ($m)49.9

capitalisation rate (%)6.63

10-year internal rate of return (%)8.1

lease expiry profile

by gross income

tenant diversification

by gross income

government90%

other10%

banking–

legal–

insurance–

financial services–

consultancy–

vacant or

holdover–

FY19


FY20

7%

FY21


FY22

1%

FY23+

92%

key tenants

Commerce

Commission

Energy Efficiency

and Conservation

Authority

Tertiary Education

Commission

44 The Terrace

Wellington

44 the terrace

44 the terrace

3232
property compendium 2018

kiwi property

office

3333

kp.co.nz

---

sustain
sustain

abilityability

kiwi property
sustainability report 2018

1

we are

kiwi property

Kiwi Property (NZX: KPG) is the largest

listed property company on the

New Zealand Stock Exchange and is a member

of the S&P/NZX 15 Index. We’ve been around for

nearly two and a half decades and today we proudly

own and manage $3.1 billion in direct property

investments in a portfolio comprising some

of New Zealand’s best retail and office buildings.

We also manage over $370 million of property

on behalf of third parties.

All data in this document is for the year ended and/or as at 31 March 2018. Due to

rounding, numbers within this report may not add up precisely to the totals provided

and percentages may not precisely reflect the absolute figures.

This Sustainability Report should be read in conjunction with the 2018 Kiwi Property

Annual Report, which is available on our website, kp.co.nz/annual-result

kiwi property
sustainability report 2018

2

Welcome to our 2018 Sustainability Report, which for the first time we are

releasing alongside our Annual Report and follows the release of our

2017 Sustainability Report in September 2017.

Our sustainability programme, which incorporates our corporate social responsibility

activities, has been in operation for more than 15 years. Like many companies,

we began with a focus on implementing environmental initiatives that would reduce

operating costs and allow us to tread more lightly on this planet.

Today, we are increasingly focused on engagement that brings us closer to our communities,

builds better social experiences, produces a strong corporate culture and ensures our

investments are more resilient and enduring. Our Board and management are committed to

focusing on people, planet and profit to build business sustainability.

In early 2018, we reset our sustainability strategy to inform our goals for the next three years.

We look forward to sharing our past successes and our future targets in this report.

“Focusing on people, planet and profit will see us continue

to build business resilience and endurance.”

– Jason Happy, National Facilities Manager

kiwi property
sustainability report 2018

3

why

sustainability is important to Kiwi Property

PG 04

how

we implement, monitor and measure sustainabilityŁ

PG 05

people

what we do�

PG 07

planet

how we actively manage resource use�

PG 15

profit

how we build asset resilience�

PG 31

governane

PG 32

contents

we are kiwi property

PG 01

kiwi property
sustainability report 2018

4

we’re people-people

we have a passion

for excellence

our sustainable practices are integral to who we are and are reflective of our values

we do what’s rightwe lead

We’re approachable and welcoming.

We’re willing and able. We’re all for

people. Ultimately what we build, improve

and protect are places for people.

example: This year we launched a

scholarship for Māori and Pasifika students

to promote greater representation in the

property sector. We also currently provide

an annual sponsorship to the Keystone Trust

which provides scholarships and industry

support to students wishing to enter into

the property industry while studying.

We create exceptional places and

experiences for investors, our people,

tenants and customers. We’re creators of

wealth and returns. We aim for excellence

in everything we do and we strive for

continuous improvement.

example: We are constantly improving

the technical features of our assets to

achieve greater efficiency and safety,

ensuring they meet changing societal

trends and our changing environment by

moving to renewable power sources,

harvesting rainwater and minimising waste.

Integrity lies at our heart. We bring

honesty and reciprocal respect to all our

dealings. We’re honest and transparent.

We’ve earned the trust of our investors,

tenants and customers, and we work hard

to never take it for granted.

example: We recently strengthened our

Wellington office buildings to achieve

higher seismic performance ratings.

In a subsequent earthquake the buildings

each performed well, ensuring our

tenants were not only safe but were

able to immediately return to work.


We take a leadership stance. We’re always

innovating. We set new benchmarks to lead

the way. We’re open-minded and available

to embrace new ideas and feedback.

We lead by example, always mindful that

our stakeholders rely on us.

example: For the third consecutive year,

in 2017, we retained the highest Carbon

Disclosure Project rating (A-) of any

New Zealand-listed entity.


sustainability is important to Kiwi Property

why

why

kiwi property
sustainability report 2018

5

board

The Board has ultimate responsibility

for sustainability, and reviews and

monitors progress against targets.

sustainability committee

Chaired by the National Facilities Manager,

the Sustainability Committee includes

senior managers from across the business.

chief executive

The Chief Executive is tasked by the Board

to implement the sustainability strategy

and report progress six times per year.

each year, Kiwi Property reviews its sustainability strategy, which is

implemented using both top down and bottom up management

Our journey started with a commitment in 2003 when we began integrating sustainability into our

operations. At that time, we recognised that we could play an important role in protecting and

enhancing the environment for future generations. In doing so, we established our commitment to

securing a viable and sustainable property sector through integrating environmental considerations

into our business practices. And so, our sustainability programme was established, focusing initially

on reducing the Company’s environmental footprint through resource efficiency.

our roles and responsibilities

we implement, monitor and measure sustainability

how

how

implementation
The Sustainability Committee

implements our sustainability strategy

and manages the programme of

actions. Each key asset within our

portfolio has a Facilities Manager who

is responsible for achieving

operational efficiencies and

implementing our environmental

programmes. Typically, one third

of their performance bonus

depends on them achieving the

set targets. Our retail Centre

Managers include sustainability

initiatives in their annual plan and

each retail centre has a Sustainability

Champion who supports the Facilities

Manager to implement the

broader community and

sustainability initiatives.

global alignment

We have aligned the Company to the

UNPRI

1

and have conducted a full

sustainability and climate change

review. The review analysed internal

and external sustainability factors,

including comparing the Company’s

practices with best practice.

These included CDP, UNPRI, AA1000

and GRESB (Global Real Estate

Sustainability Benchmarking).

A climate change risk and opportunity

assessment, from asset level through

to strategic level, was conducted and

informed the strategy development.

reporting

Our sustainability performance is

reported through the Company’s

Annual Report, this standalone

Sustainability Report and a

Greenhouse Gas Inventory which are

published on our website

kp.co.nz. In addition, we benchmark

our performance through the

Carbon Disclosure Project (CDP)

and FTSE4Good.

stakeholder feedback

A stakeholder review of investors,

customers and employees was

undertaken to understand their

expectations of Kiwi Property.

This feedback is an important

element in the development of

our sustainability strategy.


kiwi property

sustainability report 2018

6

1. United Nations Principles for Responsible Investment.

kiwi property
sustainability report 2018

7

”We firmly believe that a

diverse team, with flexible

working arrangements and

a positive team culture, will

enable innovation, creativity

and better business outcomes.”

– Kylie Eagle, Head of People

and Culture

we’re focused on creating great working environments for our people.

The diversity, resilience, safety and wellbeing of our people is integral

to the success of our sustainability strategy

We’re passionate about what we

do and the way we do it. We know

that passionate people can create

extraordinary results.

The success of Kiwi Property is

driven by a team of more than

170 professionals who are guided

by our values which promote

behaviours such as leadership,

excellence, approachability, empathy,

trustworthiness and accountability.

As we grow, we are keen to ensure

that our team grows with us. We’re

proud that many of our team members

have moved throughout the business

into new roles and new functions

and we actively seek to promote

from within.

what we do

people

people

69%

of our people leaders

are women

87%

of our people leaders

participated in leadership

training in FY18

208

wellbeing courses

or activities were

undertaken in FY18

providing the opportunity to inject

fresh ideas into the business

212

health and safety related

courses were

undertaken in FY18

1

new director

3

1


new leadership

team members

16%

rolling annual

employee turnover

across our workforceacross our workforce

1.The role of Manager Shopping Centres, held by Shelley Jenkin, was elevated to a Leadership Team position on 23 April 2018. Linda Trainer was appointed

to the role of GM Retail on 6 April 2018 and commenced with Kiwi Property on 23 April 2018. Rebecca Oliphant was appointed to the role of Strategy

Manager and commenced with Kiwi Property on 28 August 2017.

kiwi property
sustainability report 2018

8

we provide equal access for all

Not only do we comply with the

requirements of the Building Act

2004, we have also partnered with

Be. Accessible to have all our retail

centres assessed to ensure they are

designed to enable people with

disabilities to use the centres with the

same convenience as those who do

not have disabilities. We look forward to

sharing the results of our assessment

in the future.

At a minimum our properties include:

—accessible routes

—c

arparks

—f

ootpaths, ramps and landings

—e

ntrances, corridors, doorways

and doors

—st

airs

—lif

ts

—p

ublic facilities

—p

laces of assembly,

entertainment and recreation, and

—ac

cessible outdoor public areas.

we lead by example

As a leading property company in

New Zealand, we utilise the knowledge

we have gained to educate our

tenants to minimise their own

environmental impacts through

Sustainability Design Guidelines in

our Fitout Manuals.

As a result, we have recorded a

dramatic improvement in our tenants’

electricity efficiency, leading to a

49% reduction in carbon emissions

over the past six years.

Further, to support our own resource

consumption reductions, smart meters

are being progressively installed

throughout the portfolio in partnership

with registered meter owners, in

accordance with industry regulations.

These, along with Kiwi Property’s own

metering, will support our Facilities

Managers to proactively manage the

efficiency of our buildings.

we support our communities

Our success is linked to the success

of the local communities in which our

buildings and people operate. It is

therefore fundamental that we play

an active role in supporting our local

communities. Together with our

tenants, we provide this support by

hiring local people, providing safe and

healthy environments to visit, and great

places to shop, eat and work.

Our shopping centres each conduct

active community programmes to

engage with our local communities.

Each year, we run over 50 community

programmes that provide avenues for

communities to connect and prosper.

At a corporate level, we provide

sponsorship to support professionalism

and diversity within the property

industry. We also provide opportunities

for our employees to volunteer within

the community.

The Company is a longstanding

corporate sponsor (currently

$10,000 per annum) of Keystone Trust.

Keystone is a charitable trust that

assists tertiary students from

disadvantaged backgrounds to

further their education in property

industry-related fields.

Additionally, this year we will provide a

scholarship programme for Māori and

Pasifika students embarking on tertiary

study in property.

kiwi property
sustainability report 2018

9

we give back

Kiwi Property’s Volunteering

Programme provides each

employee one day of paid leave

each year to enable them to

participate in volunteering.

Over the year to March 2018, our

people provided organisations with

65 days of community service. Some

of the causes our team contributed to

this year included:

—fun

draising for breast

cancer awareness

—tr

ack maintenance, tree planting

and path construction for Cue

Haven Community &

Management Trusts, a restoration

of former farm land to a native

nature reserve

—p

ainting, gardening and meal

preparation for The Lifewise Trust,

an Auckland-based community

social development organisation.

They develop new ways to solve

challenging social issues and

work with families, older people,

people with disabilities, and

people at risk of homelessness,

to turn people’s lives around

NORTHLANDS

KIWIFIT MEMBER,

KAREN COUCH

Has lived in the

neighbourhood

for 40 years

H

as walked over 3,600

kilometres and worn

out more than 12 pairs

of shoe

s

Enjoys the exercise,

making new friends

and socialising at the

end of se

ssions

Recommends the

mango smoothie at

Robert Harris, post walk

LYNNMALL

KIWIBUBS MEMBER,

FIFITA AND

BUB, IMOGEN


Long-time shopper

at LynnMall

Loves the diversity of

cultures she sees at the

centr

e, the food options

and the friendly staff

Wouldn’t go anywhere

else to shop or have

her mums’ coffee

group meetings

A

ttends KiwiBubs

with BFF, Susan

—f ood and toy donations for

Auckland City Mission Christmas

Appeal, and

—tree releasing (freeing trees from

overgrown grass) for Waiheke

Resources Trust, which works

towards sustainability for

Waiheke Island.

we support grassroots initiatives

Our retail centre management teams

have the responsibility of developing

initiatives to support their local

communities. As a result, we support

more than 50 grassroots initiatives

that promote the provision of

local employment, wellbeing and

social engagement. Some great

examples include:

—K

iwiFit – a safe, all-weather

community exercise group

—K

iwiBubs – a free club created

to help Kiwi parents find support,

practical advice and friendship

—C

hristmas gift wrapping –

with all donations going to local

c

harities, and

—s

upporting grass roots sports

through the ’Match Hero’

programme at selected centres.

kiwi property
sustainability report 2018

10


“Kiwi Property’s Health and

Safety Policy is displayed

in each building and is

incorporated into the

health and safety

practices of each site.”

– Louise Hunt, Health and Safety

Systems Coordinator

we care for the safety of our

employees, tenants and communities

Our Board recognises that effective

governance of health and safety is

essential for our continued success

and the wellbeing of our people.

Health and safety is fully integrated

into our governance and

management practices.

The Board has full oversight of

health and safety, with the

Health and Safety Committee

reporting to the Board bi-monthly.

For further information on our risk

management framework and health

and safety management, refer to pages

112 to 115 of our 2018 Annual Report

which is available on our website

kp.co.nz/annual-result.

areas of focus are

focus area

activitywhat we do

People in

and around

our buildings

Managing the daily health

and safety of our employees,

contractors, tenants and

communities

All our sites operate a system

that is compliant with the

Health and Safety at Work Act

and New Zealand Work Safe

Management Programme

(WSMP) standard

Our buildingsEnsuring our buildings are

safe and accessible

All buildings comply

with New Zealand building

and earthquake codes

All buildings have disability

access and comply with

the building access for

people with a disability

standard NZS 4121

our report card

We have assessed all current operations to determine associated risks, and have

put in place controls to eliminate or minimise these risks:

—in regards to our employees, new operations or machinery is assessed for

health and safety risk prior to being used

—employees are informed of the health and safety workplace hazards and

controls, and

—a s

ystem is in place for employees to provide input into identifying new

hazards or improvement suggestions as well as providing feedback to

the Health and Safety Committee.

kiwi property
sustainability report 2018

11

Our Health and Safety Management System for all of our sites is

independently audited to the New Zealand WSMP standard’s secondary level

(New Zealand’s national standard for a Health and Safety Management System,

equivalent to HSAS18001).

achieving zero ‘notifiable injury and

illness’ incidents in the workplace

We seek to improve our workplace

health and safety wherever possible.

Our Health and Safety Committee is

responsible for monitoring and

managing the performance of our

health and safety management system.

We have a zero ‘notifiable injury

and illness’ target (as defined by

the regulatory standard) in relation

to employees.

We have achieved this standard

in all years since setting this

objective in 2015.

We have benchmarked ourselves

against the Business Leaders Health

and Safety Forum (BLHSF), which

reports that the industry average for

recordable injuries per 200,000 work

hours is 3.29 for 2016. With our zero

’notifiable injury and illness’ incidents

record, our equivalent metric is 0.0.

1. The one injury reported during the period was an employee who, while inspecting the contents of a front-end load bin, was struck on the head

by the bin’s plastic lid. The employee suffered suspected slight concussion, however made a full recovery, returning to work the next day.

The one Kiwi Property employee

’serious’ incident was investigated

and the findings reported to the

Health and Safety Committee.

The incident was also reported

to the Board.

Kiwi Property has never had an

employee or contractor fatality at

any of its sites.

Kiwi Property also records and

investigates all incidents or reported

near misses regarding contractors

and members of the public passing

through our sites. In our portfolio, there

were 63 ’serious’ incidents relating to

customers, tenants or contractors, of

which nine were ’notifiable’ incidents in

the reporting period. This is set against

a background of more than 50 million

customers visiting our shopping

centres annually.

our report card for FY18

number of employee health and safety serious incidents

11

working hours

~298,000

% of sites covered by the certified Health and Safety

Management System

100

number of courses undertaken with external organisations

on health and safety standards in the year ended 31 March 2018

212

kiwi property
sustainability report 2018

12


“We are committed to

promoting a culture where

diversity and equal employment

opportunities are embraced.”

– Chris Gudgeon, Chief Executive

we comply with labour standards

Kiwi Property complies with all New

Zealand labour laws, which align with

International Labour Organisation (ILO)

standards regarding:

—f

reedom of association

—c

ollective bargaining

—prevention of forced labour

—prevention of child labour

—e

qual opportunity

and treatment, and

—e

limination of excessive

working hours.

Kiwi Property has a Diversity and

Equal Employment Opportunity Policy.

Kiwi Property does not pay below the

minimum wage for any positions.

We pay the minimum wage when this

is the market rate for the position.

our employee agreements

no.%

employees on full-time 40-hour week employment agreements13477

employees on part-time employment agreements

3923

total employees (permanent employees)


173100

contractors

2

casual employees (current contracts as at 31 March 2018)124

we provide a flexible workplace,

focused on wellbeing

We recognise each of our employees

have work-life demands unique to

them, which is why we promote a

flexible workplace.

Our Flexible Working Arrangement

Policy and our wellbeing initiatives

include:

—fl

exible working options

—Microsoft Office home use

—remote systems access

—Employee Assistance

Programme (EAP)

—Southern Cross health care

at preferential rates

—on-site hearing tests, melanoma

checks and flu vaccinations

—long service leave

—volunteering leave

—yoga at work

—group fitness initiatives

—l

earning and development

opportunities

—e

xtended unpaid leave

—t

ertiary study support, and

—p

urchased annual leave.

we have a vibrant culture, focused

on excellence

The ‘social’ component of our

sustainability programme focuses on

our employees, tenants and

communities, ensuring we provide

environments where people may

flourish. We do this by celebrating

diversity, ensuring we adhere to best

practice labour standards, while

providing appropriate training, cultural

awareness and wellbeing programmes.

our report card

— All employees are on

individual agreements.

— Kiwi Property has had no

employment-related findings

or fines against it.

— There have been zero incidents

reported of non-compliance with

our Diversity and Equal

Employment Opportunity Policy.

kiwi property
sustainability report 2018

13

individual training and

development for employees

is also provided for each

employee to upskill in areas

that benefit their work

we train with purpose

We’re committed to providing our

people with career progression

opportunities and training. We provide

potential for development through

experience, exposure and education.

—70% of development via

experience, day-to-day tasks,

challenges and practice.

—2

0% of development via

exposure to others, work

situations and collaboration.

—10% of development

via education and

structured learning.

To ensure our people are engaged

and career growth occurs, each

person is encouraged to have a

structured individual learning and

development plan.

For our leaders, we provide additional

training to endow them with the

necessary skills to lead our people.

87% of our people leaders participated

in leadership training during the

2018 financial year.

The total spend on employee

development training during the

2018 financial year was $398,000.

CHRISTIE ZHAO

COMMERCIAL

PROPERTY

MANAGER

Christie’s role

covers asset

and property

management

within the

commercial

portfolio

She speaks

Cantonese

and Mandarin

Is inspired

by strength

Loves to eat,

shop and walk

Relaxes with music

and good wine

RON PARKINS

DEVELOPMENT

MANAGER

Ron has worked at

Kiwi Property for

more than 10 years

His role includes

delivering shopping

centre projects

Most rewarding

development

project – delivering

H&M and Zara

stores at Sylvia Park

Is passionate about

live performances

at local theatre or

music events

Novice golfer

kiwi property
sustainability report 2018

14

we celebrate diversity

Our Diversity and Equal Employment

Opportunity Policy applies to all

employees within Kiwi Property as

well as the Board, and covers all

aspects of employment, beginning

with recruitment.

We are committed to promoting a

culture where diversity and equal

employment opportunity are

embraced. We recruit and develop

the best person for the job regardless

of gender, age, ethnicity, religious

beliefs, disability or sexual orientation.

Given women make up 73% of

the Company’s workforce, we

have placed a focus on increasing

the representation of women in

senior roles.

our diversity goals

During 2017, new diversity objectives

were put in place to continue focused

work on developing a workforce that is

a more reflective representation of the

communities and customers we serve.

The new objectives focused on

sourcing and attracting a broader

candidate talent pool and identifying

alternative recruitment channels in

order to attract and source a greater

representation of Māori, Pacific

Peoples, Asian and female candidates.

We are proud of our achievements

during 2018. At 31 March 2017, the

representation of women in the

leadership team was 17%.

At 31 March 2018, this increased to

25% and, post the reporting period,

increased further to 36%.

Kiwi Property

recruits FY18

New Zealand

profile 2013

census

European

89%

74%

Māori

22%

15%

Asian

15%

11%

Pacific Peoples4%7%

Middle Eastern,

Latin American,

African

4%

1%

Of the 28 new recruits to Kiwi Property

during FY18, the ethnicity profiles of

these team members are moving us

closer to our objective of better

reflecting the communities we serve.

This can be seen in the table aside

where we compare the ethnicity profile

of new team members joining the

business in FY18 to New Zealand’s

ethnicity profile from the 2013 census.

We will continue our focus to increase

the proportion of women and Māori,

Pasifika and Asian ethnicities in senior

leadership roles.

our gender diversity

20182017

numberproportion %numberproportion %

femalemalefemalemalefemalemalefemalemale

directors243367335050

officers

1

142080060100

leadership team

1,2,3

3925752101783

all employees126477327113546832

1. At 31 March 2018, the role of GM Retail was vacant so accordingly excluded from these statistics. Linda Trainer was appointed to this role on 6 April 2018 and commenced

with Kiwi Property on 23 April 2018. Post the appointment of Linda, the officers of the Company comprise two females and four males (33% female, 67% male).

2.

O

n 23 April 2018, the role of Manager Shopping Centres was elevated to a leadership team position. This role is held by Shelley Jenkin.

3. Post the appointment of Linda and the inclusion of Shelley, the leadership team comprises five females and nine males (36% female, 64% male).

our ethnic diversity

20182017

European75%77%

Māori10%9%

Asian9%8%

Middle Eastern, Latin American, African5%5%

Pacific Peoples5%4%

not disclosed5%6%

The statistics add to greater than 100% as some employees identify with more than one

ethnic group.

kiwi property
sustainability report 2018

15

we actively manage resource use

From our corporate head office to our

portfolio of shopping centres and

office buildings, we are committed to

effectively managing our resource

use and lowering consumption.

Our performance is measured in a

number of ways, across water, waste,

energy and carbon. For more details

refer to pages 26 to 28 of this report.

To partner with industry, we have

committed to achieve a NABERSNZ

rating of at least 4 Green Star on all

commercial buildings by 2020. To

date, ASB North Wharf, 44 The Terrace

and The Aurora Centre have achieved

4 Green Star or above.

our environmental programme

Our environmental programme

continues to reap significant rewards.

Compared with our 2012 base year

1


(for audited carbon reporting) we

have made the following savings:

kiwi property

15sustainability report 2018

There are now 26 free electric car charging

stations across five of our shopping centres,

including eight Tesla supercharger stations

which have been installed at

The Base and The Plaza.

Vehicle management systems are operating

at Sylvia Park, The Base and LynnMall to make

finding a carpark easier for our customers.

EV chargers and carparking

water consumption

reduced by 23.3 million litres

energy consumption

reduced by 4,480,000 kWh

1. Data on pages 15-28 is for the periods ended 31 December.

planet

planet

enough to supply

448

typical homes

enough to fill

467

domestic

swimming pools

waste consumption

310 tonnes diverted

from landfill

equivalent to filling

507

jumbo bins

kiwi property
sustainability report 2018

16

we support the natural environment: solar power

We have reinforced our commitment to renewable

energy, signing a non-binding Memorandum

of Understanding with Meridian Energy, with a

view to rolling out New Zealand’s largest combined

solar installation across at least four of our

shopping centres.

Under the agreement, Meridian will invest in the

upfront system cost and then charge Kiwi Property for

the solar power generated under an innovative Power

Purchase Agreement (PPA) solution. Ownership of the

array will pass to Kiwi Property at the end of the PPA

term, which is anticipated to be the mid-point of the

system’s lifecycle.

The installation programme, a first for New Zealand, is

expected to deliver capacity in excess of 650kW.

Once the programme is complete, it is expected that

Kiwi Property’s combined solar power capacity,

including the existing 350kW Sylvia Park system, will

exceed 1MW, making us the largest commercial user

of solar energy in New Zealand.

Sylvia Park solar array

kiwi property
sustainability report 2018

17

we support the natural environment: planting

We’re active supporters of the wonderful

biodiversity that sustains New Zealand. In support

of this commitment, we have been planting native

trees in appropriate green spaces in and around

our buildings.

At Sylvia Park, for example, we have planted

approximately 35,000 native plants, while at

Northlands, we maintain some 11,000 native plants.

we encourage public transport usage

With over 50 million visitors passing through our

shopping centres each year, how they arrive at our

centres is important to us. This is why we actively

support public transport usage. Most of our

shopping centres (and all of our office buildings) are

located within easy reach of public transport.

On the weekend, the Sylvia Park train station

is now the third busiest station in Auckland

kiwi property
sustainability report 2018

18


in step with global demand,

we are increasingly focused

on reducing our resource

consumption and waste

to landfill

we actively manage our

property portfolio

Our tenants and buildings rely on the

sustainable supply of energy and water.

To ensure certainty of service, we have

a continuous improvement programme

that focuses on energy and water.

This now includes installing, where

possible, photo-voltaics to create

sustainable energy and rain water

storage to improve building resilience.

Our integrated environmental

management system and programme

has been in place for more than

15 years, and is led by the National

Facilities Manager. The programme

covers all of Kiwi Property’s operations

and properties focusing on reducing

carbon and waste outputs, and

energy and water consumption.

As part of the programme, we set

annual targets that are broken down

to an individual asset level. Each

Facilities Manager is responsible

for achieving the annual targets for

their assets, and must report on

progress monthly.

Kiwi Property has not received

any environmental fines in this

reporting period.

we are responding to climate change

In 2012, we concluded a climate change

risk and opportunity analysis from an

asset level through to a strategic level.

In 2018, a further in-depth climate

change risk and opportunity review was

conducted using four defined climate

change scenarios:

—R

epresentative Concentration

Pathway (RPC) 2.6

—RPC 4.5

—RPC 6.0, and

—RPC 8.5.

Under each scenario, risks and

opportunities were broadly identified

and considered over a 50-year

plus timeframe.

These were then used to inform our

climate change programme and targets.

the coffee culture

New Zealanders love their coffee, but the waste from

coffee grounds was previously ending up in the wrong

place – as landfill. Our portfolio-wide programme to

change this habit means that over 50 tonnes of coffee

grounds have now been recycled across the country.

TE RITO GARDENS, PORIRUA

Coffee grounds from North City distributed to local

community

Te Rito Gardens collects grounds from North City

shopping centre

Te Rito Gardens is a community-based trust run by

local students and tutors that supports learning around

gardening and sustainability

kiwi property
sustainability report 2018

19

Our climate change risk assessment

identified there was low to medium risk

from the physical impacts of climate

change to our property assets.

The risks are managed through a range

of business programmes, such as: all

new office builds targeting achieving a

5 Green Star rating, continuous

improvement programmes to reduce

energy, waste and water usage,

supporting public transport and

increasing solar electricity generation

and water collection.

A significant short-term risk identified

was the increasing importance some

investors are placing on carbon

management performance when

selecting stocks.

We are mitigating this risk by

demonstrating leadership in carbon

management:

—Kiwi Property has been reporting

to the Carbon Disclosure Project

since 2006. In 2017 we were

again (for the third year running),

the top ranked New Zealand

listed company, with a score of A-.

to ensure we understand,

manage and reduce our impact,

we measure, manage and set

reduction targets and report on

our greenhouse gas emissions

—Independently Certified

Carbon Reporting to the Carbon

Warranty and ISO14064-1

standard. Verified to Reasonable

Assurance for Scope 1, 2 and

3 emissions.

Understanding the long-term risks of

climate change enables us to adapt to

the changing environment.

Some of our initiatives are:

—In

troduction of solar

derived electricity to our

property portfolio.

—P

rovision of electric vehicle

charging stations for our

customers, in support of

sustainable technologies and

early adopters.

—Rainwater harvesting to reduce

flooding risk in extreme rainfall

events and to use in droughts.

kiwi property
sustainability report 2018

20

Our climate change strategy to

address risks and reduce Kiwi Property’s

emissions are included in the

sustainability strategy, which is

reviewed and approved by the Board

annually. Our progress is reported to

the Board every two months, and to

our shareholders through our

annual reporting materials and this

Sustainability Report.

Most of our costs in managing

climate change are incorporated into

the operational budget. The need

to reduce our gas and electricity

consumption is considered when

purchasing new equipment. For

specific climate change related

expenditure, the additional costs

incurred are:

—The additional quantifiable costs

of achieving a 5 Green Star rating

on a new office building is

estimated to be $130,000

(based on our experience) in

consultancy fees and $30,000

in accreditation.

—The cost of securing NABERSNZ

ratings for all eligible buildings

is estimated to be $5,000 per

building per year.

—The cost of carbon reporting and

compliance is estimated to be

$40,000 (in our experience) for

external consultants and auditors.

Kiwi Property also supports the efforts

of other businesses and organisations

to reduce climate change. We have

done this in the following ways:

—p

articipated in the Green

Building Council Working Group

to bring the NABERSNZ

performance rating tool to

New Zealand, and

—participated in the consultations

on Auckland Council’s Low

Carbon Auckland Plan.

kiwi property
sustainability report 2018

21

we are reducing our

carbon footprint

We’ve been measuring, managing and

reporting on our carbon footprint since

2006. In 2012, and annually thereafter,

our carbon footprint has been

independently audited to Carbon

Warranty and ISO14064-1 standard.

Eighty one percent of our carbon

footprint is made up of electricity,

waste and gas, for which we have

active reduction programmes in place.

Our carbon footprint is primarily

from the operation of our commercial

buildings (35%) and our retail centres

(60%), with the remaining 5% from

corporate activities.

To view our carbon footprint in more

detail, see our carbon disclosure

document under key documents in the

sustainability section of our website –

kp.co.nz/sustainability.

in the past six years, we

have reduced our carbon

footprint by 40%

our carbon footprint emissions profile

our spatial carbon footprint

spatial carbon footprint

carbon footprint emission

electricity – location37%

waste26%

gas13%

air travel5%

hydro-fluorocarbon14%

electricity line loss4%

natural gas line loss1%

retail60%

commercial35%

corporate activities5%

kiwi property
sustainability report 2018

22

20128,677

20138,333

20147, 2 28

20155,894

20165,676

2017

5,185

In the past six years, we have reduced our carbon footprint by 40%

(including an 8.6% reduction in the last year).

The following emission reduction targets were set for the reporting period:

targetresult

Reduce

electricity use

by 1.3% – 2.6%

In the year ended 31 March 2018, we upgraded a further 15%

of common area lighting in our property portfolio to LEDs.

This takes the total number of fittings replaced to over

9,700, covering over 80% of our buildings’ common area.

Our LED upgrades are expected to annually save more than

3.3 million kWh of electricity and approximately 336 tCO

2

e.

This represents a reduction of 17% of electricity use.

Reduce waste

by 4 tCO

2

e

A waste pilot programme was successful and, overall, 4.3%

of waste was saved across the portfolio, saving 57 tCO

2

e.

Kiwi Property does not have any operations that produce or emit Nitrogen

Oxides (NOX), Sulphur Oxides (SOX) or Volatile Organic Compounds (VOC)

or hazardous waste.

carbon footprint

tCO

2

e

201217.6

201317.1

201414.8

201511.6

201610.1

2017

9.3

carbon intensity

kgC0

2

e per NLA.hours

1

Since the 2012 base year, Kiwi Property has reduced its carbon

intensity by 47%.

1. NLA.hours is net lettable area x annual hours of operation.

kiwi property
sustainability report 2018

23

how we will get there

An annual emission reduction

programme will be set to progress

towards achieving these targets. This

reduction plan will be broken down to

set individual building targets and

energy and waste reduction plans.

Facilities Managers will be responsible

for achieving their individual building

targets and programmes.

our emissions reduction targets

In 2017, we set greenhouse gas

emission reduction targets to play our

part in helping keep a rise in global

temperature to well below 2°C.

Based on climate change science,

the world needs to reduce its carbon

emissions between 49% and 72%

below 2010 levels to achieve a 2°C

temperature change by 2050.

We have set science-based targets in

line with climate change science.

Our targets are to:

—r

educe total greenhouse gas

emissions by 36% by 2020 on

2012 base year emissions

—r

educe total greenhouse gas

emissions by 40% by 2025 on

2012 base year emissions, and

—r

educe total greenhouse gas

emissions by 55% by 2050 on

2012 base year emissions.

These targets represent a year-on-year

reduction of 2.1% from 2012.

Vero Centre, Auckland

kiwi property
sustainability report 2018

24

renewable

power

case

study

In 2015, Kiwi Property

installed New Zealand’s then

largest photo-voltaic system for

producing solar power on the

roof of Sylvia Park, producing

447,566 kWh of electricity and

saving 45 tCO

2

e. This system

now produces 19% of

Sylvia Park’s base building

electricity requirements.

As outlined on page 16 of this

report, we have also signed a

Memorandum of

Understanding with Meridian

Energy to install solar arrays on

a further four of our shopping

centres, to become the largest

commercial user of solar

energy in New Zealand.

Sylvia Park solar array

kiwi property
sustainability report 2018

25

Light emitting diodes, or LEDs, are not

only more efficient than traditional

metal halides and fluorescent lamps,

they also offer far longer lifespans.

Unfortunately, LEDs are expensive,

meaning long payback times. By

partnering with ECOLight we have

transformed the economics with these

energy and material efficient forms of

lighting, for our benefit and the

environment’s benefit.

An LEDs lifespan is 25 times longer than

traditional metal halide and fluorescent

lamps, and one LED strip is equivalent to

1.5 fluorescent lamps. The project is

estimated to save over 300,000

traditional lamps being produced and

disposed of. The average fluorescent

lamp contains 30mg of mercury, which

means this project alone is estimated to

save over 9kg of mercury being used

and disposed of.

Our energy target for the reporting period

was to extend our light replacement

programme. By switching from traditional

globes to LEDs we aimed to reduce our

energy consumption by 500,000 kWh

per annum.

Our target was surpassed six-fold

with the retrofitting of 9,700 light

fittings saving 3.3 million kWh of

Traditional fluorescent

Custom retrofit LED panel

we partnered with local

company ECOLight, to

transform the economics of

LED light fittings – both

retrofit and new

power annually and 336 tCO

2

e.

As a result of this programme, 80%

of the common areas in our buildings

are now lit by LEDs.

In partnership with ECOLight, we have

developed a product that not only

revolutionises how energy efficient

lighting retrofitting is undertaken, but

a product that also actively reduces

hazardous waste to landfill.

From an economic perspective, our

light-fitting solution has reduced the

cost of LEDs to a two-year payback

period, whilst also increasing the

efficiency of the LED fittings by

including motion and daylight

sensors in each light fitting.

ECOLight is poised to support

businesses around New Zealand to

significantly improve the quality and

life expectancy of their lighting and

reduce their electricity and

maintenance costs by between

50% and 80%. Commercial lighting in

New Zealand uses 2.1 billion kWh

per year, which when replaced

with ECOLight’s LEDs will save

between 1.05 billion kWh and

1.68 billion kWh per year and

approximately 200,000 tCO

2

e.

This initiative has reduced

energy usage by

3.3 million kWh

across the portfolio, generating

savings in excess of

$500,000

per annum.

kiwi property
sustainability report 2018

26

we are actively reducing the

amount of energy we consume

Kiwi Property has had an energy

efficiency programme in place for the

past 15 years. As a result, our

buildings now consume 16% less

energy than they did in the 2012

audited base year.

We set annual energy reduction

targets. We have committed to:

—i

mprove the energy efficiency of

all our commercial buildings to

above 4 Star NABERSNZ rating

by 2020, and

—i

ncrease our use of 100%

renewable power to 15% of

total electricity usage by 2025.

since our 2012 audited base

year, we have saved enough

energy to supply 448 typical

New Zealand homes for a year

electricity intensity target

2018 – 2020

kWh/0.1 million NLA.hours

1

201820192020

92.290.388.4

gas intensity target

2018 – 2020

kWh/0.1 million NLA.hours

1

201820192020

17. 817. 417.1

100

80

60

40

20

0

electricity

-/

0.1 million NLA.hours1

20122013201420152016201720182019 2020

electricity

electricity (target)

25

20

15

10

5

0

gas

kWh/0.1 million NLA.hours1

20122013201420152016201720182019 2020

gas

g

as (target)

1. NLA.hours is net lettable area x annual hours of operation.

In the past six years we have reduced our energy use, on a like-for-

like basis, and our targets for the next three years, are as follows:

kiwi property
sustainability report 2018

27

since our 2012 audited base

year, the amount of water we

have saved would fill 467

domestic swimming pools

water

litre/0.1 million NLA.hours

1

water

water (target)

3.5

3.0

2.5

2.0

1.5

1.0

0.5

0.0

201220132014201520162017201820192020

we are actively reducing the

amount of water we consume

As a result of our persistent focus on

water management, our buildings use

7% less water than they did in our 2012

audited base year.

In New Zealand, all waste water goes

to treatment ponds and waste water

quantities are not recorded. It is

assumed that the amount of water

consumed on site compared with the

amount used for flushing and washing

is negligible and so the amount of

water entering a building is assumed

to be the same amount of waste water

going out of the building for treatment.

In the past six years we have reduced our water use, on a like-for-like

basis, and our targets for the next three years, are as follows:

water intensity target 2018 – 2020

litres/0.1 million NLA.hours

1

201820192020

2.682.622.57

1.


NLA.hours is net lettable area x annual hours of operation.

kiwi property
sustainability report 2018

28

we are actively reducing

pollution and diverting waste

from landfill

Kiwi Property recognises the needless

loss of resources that waste represents

and, as such, has a waste management

programme in place which strives to

divert waste from landfill to areas where

the resources can be reused or recovered.

Ninety percent of all waste is generated

in our retail centres, primarily by our

tenants and customers. Our waste

programmes work closely with our

tenants and shoppers to increase the use

of the recycling facilities we provide.

As a result of our persistent focus on

recycling, our buildings now send

9% less waste to landfill than they did in

our 2012 audited base year. This

equates to a reduction of 310 tonnes

per annum which is enough to fill

507 jumbo bins and represents a

reduction of 137 tCO

2

e per annum.

since our 2012 audited base

year, we have diverted enough

waste from landfill to fill 507

jumbo bins

In the past six years we have reduced our waste to landfill, on a like-for-like

basis, and our targets for the next three years, are as follows:

waste intensity target 2018 – 2020

kg/0.1 million NLA.hours

1


201820192020

13.212.912.7

waste

kg/0.1 million NLA.hours

1

waste

waste (target)

18

16

14

12

10

8

6

4

2

0

201220132014201520162017201820192020

1.


NLA.hours is net lettable area x annual hours of operation.

kiwi property
sustainability report 2018

29

As part of Kiwi Property’s

environmental management system,

we have made a commitment to

work towards preventing pollution by

minimising our environmental impacts

and emissions and, where possible,

using non-polluting alternatives.

Some of the ways we work to

prevent pollution include:

—O

ur Design and Fitout Criteria

specify low Volatile Organic

Compound (VOC) finishes

and furnishings.

—I

mplementation of a continuous

improvement programme for

the reduction of greenhouse

gas emissions.

—In the 2018 financial year,

Kiwi Property sponsored the

2017 New Zealand Retail Interiors

Association’s first sustainability

award. This award used

Environmentally Sustainable

Design (ESD) criteria developed

by Kiwi Property (using a

specialist consultant) to assess

entrants’ submissions.

−the inaugural award was won

by Lush’s Queen Street store.

2degrees’ Queen Street store

was highly commended, and

−the awards evening was

well attended, raising both

the profile of sustainability

in the retail fit out industry

and Kiwi Property as a leader

in sustainability.

our suppliers

We actively engage with our suppliers

to achieve better environmental

outcomes from our projects. Two great

examples of this are the partnerships

we formed with ECOLight to deliver our

LED light replacement programme

and with ECOtricity to deliver 100%

renewable and carbon neutral

electricity programmes.

For other suppliers, we have a strategy

to assess the full-life cost when

procuring assets. When we consider

the purchase of an asset, suppliers are

asked to provide information on the

cost of usage and disposal. This

ensures we procure the most efficient

assets, supporting our energy

reduction targets. This procurement

methodology also ensures assets last

longer requiring less capital outlay over

time, that in turn reduces operational

costs. It also provides a clear message

to our suppliers that we are not only

interested in the cost of the asset,

but rather the full cost, generally

resulting in a higher quality and

better performing asset.

kiwi property
sustainability report 2018

30

EV charging at LynnMall in partnership with Meridian

organisations Kiwi Property

belongs to

We support organisations that are

committed to sustainability, including:

Property Council New Zealand

—Our GM Commercial is the

President of the Property Council

New Zealand, Auckland Division.

New Zealand Green Building Council

—Our National Facilities Manager was

part of the working group

to introduce the

NABERSNZ

Building Performance Rating tool to

New Zealand and is currently

on the Green Star Performance

Rating Tool Working Group.

kiwi property
sustainability report 2018

31

long before Green Star rating tools were available in New Zealand,

Kiwi Property deployed best-in-class sustainable design principles

In 2005, when we built Sylvia Park, sustainable design was one of the eight guiding principles we initiated, which drove a raft

of sustainable outcomes. We even built a railway station to ensure Aucklanders could travel to Sylvia Park by train.

By building assets that remain relevant, attractive and focus on endurance, we can deliver

on our objective of providing our investors with long-term sustainable returns.

Sustainability is integrated into our buildings from two aspects: the physical structure and footprint of our buildings, and how they operate.

Given our properties are long-term investments, we seek to ensure they are resilient and fit for purpose now and in the future.

By continuously monitoring and adapting to technical, societal and environmental trends, our properties continue to evolve and stay relevant.

We actively support the communities in which we operate, because prosperous communities

sustain our business and support its growth.

we build asset resilience

resilience

Kiwi Property takes climate change

seriously, and we understand that as

both a business owner and property

owner we have a responsibility to

treat our planet well. In doing so, we

ensure our properties are resilient,

and that strategic measures are

endurance

Earthquakes are a fact of life in

New

Zealand. Asset endurance is

critical. People safety is paramount.

In recent years, we have spent over

$137 million upgrading our assets to

be more resilient in the event of further

seismic activity. This has included

projects at The Majestic Centre

1

,

44 The Terrace, The Aurora Centre,

LynnMall, The Plaza, North City

2


and Northlands.

1 The Majestic Centre was sold by Kiwi Property during the 2018 financial year. As part of the sale agreement, Kiwi Property has been appointed to manage the asset on behalf of the new owner.

2 On 11 April 2018, Kiwi Property entered into an unconditional agreement for the sale of North City. Settlement is expected to occur no later than July 2018.

profitprofit

implemented to reduce our carbon

footprint and, ultimately, our

environmental impact on the

communities in which we operate.

kiwi property
sustainability report 2018

32

governancegovernance

kiwi property
sustainability report 2018

33

The Board of Kiwi Property is

responsible for, and committed to,

ensuring the Company maintains

best practice corporate governance

structures and the highest ethical

standards and integrity.

Our Board is committed to undertaking

this role in accordance with accepted

best practice. Accordingly, our

corporate governance framework

draws on principles, guidelines,

recommendations and requirements

from a range of sources including the

NZX Listing Rules and NZX Corporate

Governance Code. In addition, the

Board has approved policies and

practices which aim to reflect best

practice corporate governance.

The corporate governance policies,

practices and processes that

Kiwi Property adopted for the year

ended 31 March 2018 are set out on

pages 101 to 117 of our Annual Report

and on our website at kp.co.nz/about-

us/corporate-governance.

Kiwi Property has been included in the

FTSE4Good Index since 2004 and, in

2018, is one of just five New Zealand

companies to be included in this index.

In addition, we have been reporting to

the Carbon Disclosure Project since

2006 and, in 2017 we were again (for

the third year running) the top-ranked

New Zealand listed company, with a

score of A- (in 2015, our score was 93A,

placing us within the group of the top

113 performing companies world-wide

and the only New Zealand entity to

be included in this group).

We are also now producing this

Sustainablity Report detailing our

sustainability practices.

our board

Our Board comprises six independent

directors, whose individual specialist

skill sets (noted on page 105 of our

2018 Annual Report) complement one

another and ensure that our Board

collectively has the skills, diversity,

experience and acumen to meet and

discharge its duties and obligations.

Kiwi Property’s Board Charter

prescribes that the Board chair will

not also hold the position of

Chief Executive. To ensure regular

rotation, the Board Charter also

stipulates that at least one third of all

directors (being those who have been

longest in office since their last

election) will retire at each annual

meeting and, if they wish to continue

as a director, seek re-election by way of

shareholder vote. At the 2017 annual

meeting, the re-election of Mark Ford

and Richard Didsbury as directors was

supported by votes of 99.58% and

96.80% respectively. Mike Steur and

we are committed to the highest standards of corporate governance

corporate governance

Jane Freeman retire by rotation and

have offered themselves for re-election

at the 2018 annual meeting to be held

on 7 June 2018.

Mark Powell was appointed to the

Board, effective 1 October 2017.

In accordance with the NZX Listing

Rules, any director appointed by the

Board must retire at the next annual

meeting but shall be eligible for

election at that meeting.

Mark was appointed by the Board

and will therefore retire at the annual

meeting. Mark has offered himself

for election.

board diversity

Kiwi Property is committed to

promoting diversity in the composition

of the Board. The Remuneration and

Nominations Committee helps to

ensure that the Board maintains an

appropriate mix of skills, experience

and diversity by recommending

kiwi property
sustainability report 2018

34

potential candidates for appointment

as directors based on a range of factors

including background and gender.

Our Diversity and Equal Employment

Opportunity Policy stipulates that in

compiling a shortlist of director

candidates at least one female and one

from the ethnic groups of either Māori,

Asian or Pacific Peoples will be

included, wherever possible.

conflicts of interest

Our Code of Ethics makes it clear

that our people are required to avoid

placing themselves in a position where

they have a conflict of interest, and

to notify our General Counsel

immediately if there is a likelihood of

a conflict of interest arising.

periodic evaluation of

board effectiveness

Reviews of the performance of the

Board and individual directors are

to be undertaken annually.

board committees

The Board has two standing

committees to assist in the execution

of its duties and allow detailed

consideration of complex issues: the

Audit and Risk Committee and

Remuneration and Nominations

Committee. Membership of

each committee is disclosed on

pages 36-37 and 109-110 of our

2018 Annual Report. The charters

for both committees are available

on our website, kp.co.nz.

audit and risk committee

The Audit and Risk Committee

assists the Board in carrying out

its responsibilities under the

Companies Act 1993, the Financial

Markets Conduct Act 2013 and the

NZX Listing Rules with respect to

accounting practices, policies and

controls. All members of the Audit

and Risk Committee, including the

Chair, are independent.

remuneration and nominations

committee

The Remuneration and Nominations

Committee assists the Board to ensure

it has appropriate remuneration policies

and practices in place to ensure the

Company continues to attract and

retain talent. The Remuneration and

Nominations Committee Charter

requires the Committee to oversee

implementation of the Company’s

remuneration policy and practices,

which set out the process and guiding

principles to be used for determining

employee remuneration. Further

details about our remuneration strategy

and structure are set out on pages

118-123 of our 2018 Annual Report.

All members of the Remuneration and

Nominations Committee, including

the Chair, are independent.

board and committee

meeting attendance

The attendance of directors at Board

and committee meetings during

FY18 is set out on page 110 of our

2018 Annual Report.

disclosure of board remuneration

Remuneration payable to our

directors for FY18 is disclosed on

page 123 of our 2018 Annual Report.

Our Board Charter expressly states that

any change to the fees available to be

paid to our directors is subject to the

approval of our shareholders.

disclosure of accounts in

relevant languages

Kiwi Property is listed on the NZX, and

its accounts are disclosed in English.

notification of annual

meeting

Kiwi Property gives advance

notification of each annual meeting

in accordance with the NZX Listing

Rules. The notice of meeting for

the 2018 annual meeting was

published 28 days before

that annual meeting. The annual

meeting will be held on 7 June 2018.

Further details are available on

our website.

protection of minority

shareholders’ rights

Kiwi Property is a widely held, publicly

listed company, so there is minimal risk

of a blockholder ownership stake being

acquired and then utilised in a manner

that adversely affects the rights of our

minority shareholders. As disclosed on

page 128 of our 2018 Annual Report, as

at 31 March 2018 our largest single

shareholder held 11.93% of the

Company’s shares and our largest

twenty shareholders collectively held

72.29% of the Company’s shares.

Robust protections for minority

shareholders apply under the

Companies Act 1993.

kiwi property
sustainability report 2018

35

we have a sound understanding of risk management

The Board has overall responsibility

for establishing and overseeing the

Company’s risk management

framework. The Board has established

an Audit and Risk Committee with

responsibilities that include risk

management, compliance and

financial management and control.

Through that committee and its own

enquiries, the Board ensures that it

retains oversight in respect of

compliance with the Company’s Code

of Ethics and the identification and

management of risks to the Company

(including sustainability risks).

The Company has developed a risk

management framework which guides

management and the Board in the

identification, assessment and

monitoring of new and existing risks,

which include environmental, social,

governance, market and financial risks.

risk management

Management regularly reports to the

Audit and Risk Committee and the

Board on any non-compliance with

the Company’s Code of Ethics as well

as management’s assessment and

management of relevant risks. The

Audit and Risk Committee is charged

with overseeing the risk management

framework and monitoring compliance

within that framework.

The Company has adopted as its risk

management framework the

New Zealand and Australian Risk

Management Standard (AS/NZS ISO

31000:2009). This framework provides

risk management principles which the

Company has also adopted.

Pages 112 to 115 of our 2018 Annual

Report provide more detail on our risk

management frameworks, policies

and procedures.

The Company has a corporate-wide

approach to non-compliance, including

procedures to investigate and follow

up on any non-compliance identified

and reporting of the number of

substantiated claims or incidents of

non-compliance.

audit quality and independence

Kiwi Property’s External Auditor

Independence Policy requires the

audit partners and review partners

of its external auditor to change every

five years.

In accordance with this policy the lead

external audit partner changed from

Sam Shuttleworth to Jonathan Skilton

with effect from the start of the 2018

financial year.

Note 2.2 to the financial statements

on page 77 of our 2018 Annual Report

details what was paid by the

Company to the external auditors

as audit fees and, as a separate item,

for other services in the year ended

31 March 2018.

code of ethics

The Company reviews its Code of

Ethics on a regular basis, and at least

every two years.

There is an anonymous whistle-blowing

mechanism (being a free telephone

hotline serviced by an independent

third party, as detailed in the

Company’s Fraud and Corruption

Policy) through which breaches of

the Company’s codes or policies can

be reported.

kiwi property
sustainability report 2018

36

our commitment to countering bribery is clearly expressed

anti-corruption

To minimise the opportunity for bribery

and corruption, Kiwi Property has a

detailed Corporate Governance Policy

and a Code of Ethics as well as a

detailed set of operational policies

overseen by our Board. Our key policy

documents are placed in the corporate

governance section of our website –

kp.co.nz/about-us/corporate-

governance.

Our commitment to countering bribery

is clearly expressed in our Fraud and

Corruption Policy and our Gifts and

Entertainment Policy, which make it

clear that bribery can take many forms

such as event tickets, flights or

accommodation. These policies also

unequivocally communicate our zero

tolerance approach to fraud and

corruption, and include multiple

practical examples of fraudulent and

corrupt conduct. As noted on page

35 of this report, there is an

anonymous whistle-blowing

mechanism through which fraud,

corruption or breach of any of the

Company’s other codes or policies

can be reported.

Our Board has oversight of the Fraud

and Corruption Policy. This Policy sets

out guiding principles to be applied by

our people to ensure that the risk of

fraud and corruption (including bribery)

is minimised. This policy includes a

framework for measuring risk in this

regard, based on the likelihood of fraud

or corruption being perpetrated and

the consequences of such fraud or

corruption. Where the residual risk

is high, management monitors and

mitigates the risk (including by tracking

its management of the risk on the

Company’s risk register).

The Company periodically reminds

employees of the key aspects of the

Fraud and Corruption Policy.

Our people undertake regular training

to help maintain high ethical standards.

During the year ended 31 March 2018,

this included training on bribery and

corruption, conflicts of interest and

fraud. Ethics training was undertaken

in April 2018.

In the period 1 April 2017 to

31 March 2018:

—T

he Company has made no

political contributions.

—N

o employees have

been dismissed due to

non-compliance with

anti-corruption policies or

Code of Ethics breaches.

—T

he Company has had no fines,

penalties or settlements awarded

against it in relation to any

corruption or governance issue.

kiwi property
sustainability report 2018

37

kp.co.nz

---

KIWI PROPERTY
Results for announcement to the market

Reporting Period 12 months to 31 March 2018

Previous Reporting Period 12 months to 31 March 2017


Amount ($000s) Percentage change

Revenue from ordinary activities 277,818 -4.4%

Profit/(loss) from ordinary activities after tax

attributable to shareholders

120,102 -16.0%

Net profit (loss) attributable to

shareholders

120,102 -16.0%


Final Dividend Amount per share Imputed amount per

share

NZ$0.03425 NZ$0.0097


Ex-Date 5 June 2018

Record Date 6 June 2018

Dividend Payment Date 21 June 2018

Dividend Reinvestment Plan

The final dividend is eligible for reinvestment in accordance with

the terms of the Dividend Reinvestment Plan (DRP). The price

for reinvestment will be calculated as the average of the

volume weighted average price at which shares are sold

through the NZX Main Board on each of the 10 business days

following and including the Ex-Date, with no discount applied.

Shareholders who wish to participate in the DRP and who have

not previously elected to participate, should contact the

Registrar:

Link Market Services

PO Box 91979

Auckland

Ph. +64 9 375 5998 or toll free on 0800 377 388

www.linkmarketservices.co.nz


Other financial information 31 March 2018 31 March 2017

Net tangible assets per share $1.40 $1.39

Basic and diluted earnings per share 8.66 cents per share 11.10 cents per share


Commentary The audited annual financial statements for the Group are

included within the Annual Report which has been released to

NZX in conjunction with this announcement.

---

APPENDIX 7 – NZSX Listing Rules
Number of pages including this one

(Please provide any other relevant

NZSX Listing Rule 7.12.2. For rights, NZSX Listing Rules 7.10.9 and 7.10.10. details on additional pages)

For change to allotment, NZSX Listing Rule 7.12.1, a separate advice is required.

Full name

of Issuer

Name of officer authorised to

Authority for event,

make this notice

e.g. Directors' resolution

Contact phone

Contact fax

numbernumber

Date

Nature of event

BonusIf ticked,

Rights Issue

Tick as appropriate

Issue

state whether:Taxable

/ Non TaxableConversionInterestRenouncable

Rights IssueCapitalCallDividend

If ticked, stateFull

non-renouncable

change

x

whether:

InterimYear

x

SpecialDRP Applies

x

EXISTING securities affected by this

If more than one security is affected by the event, use a separate form.

Description of theISIN

class of securities

If unknown, contact NZX

Details of securities issued pursuant to this eventIf more than one class of security is to be issued, use a separate form for each class.

Description of theISIN

class of securities

If unknown, contact NZX

Number of Securities toMinimum

Ratio, e.g

be issued following eventEntitlement

1 for 2 for

Conversion, Maturity, Call

Treatment of Fractions

Payable or Exercise Date

Tick if

provide an

pari passu

ORexplanation

Strike price per security for any issue in lieu or date

of the

Strike Price available.

ranking

Monies Associated with Event

Dividend payable, Call payable, Exercise price, Conversion price, Redemption price, Application money.

Source of

Amount per security

Payment

(does not include any excluded income)

Excluded income per security

(only applicable to listed PIEs)

Supplementary

Amount per security

Currencydividendin dollars and cents

details -

NZSX Listing Rule 7.12.7

Total monies

TaxationAmount per Security in Dollars and cents to six decimal places

In the case of a taxable bonusResident

Imputation Credits

issue state strike priceWithholding Tax(Give details)

Foreign

FWP Credits

Withholding Tax(Give details)

Timing

(Refer Appendix 8 in the NZSX Listing Rules)

Record Date 5pmApplication Date

For calculation of entitlements -Also, Call Payable, Dividend /

Interest Payable, Exercise Date,

Conversion Date. In the case

of applications this must be the

last business day of the week.

Notice DateAllotment Date

Entitlement letters, call notices,For the issue of new securities.

conversion notices mailedMust be within 5 business days

of application closing date.

OFFICE USE ONLY

Ex Date:

Commence Quoting Rights:Security Code:

Cease Quoting Rights 5pm:

Commence Quoting New Securities:Security Code:

Cease Quoting Old Security 5pm:

6 June, 201821 June, 2018

$$0.0097

$

New Zealand Dollars$0.00440168

$48,651,450

Date Payable

N/A

$0.00930714

Enter N/A if not

applicable

NZKPGE0001S9

In dollars and cents

Retained earnings

$0.02494286

Ordinary shares

+ 64-9-359-4000+64-9-359-3997210518

EMAIL: announce@nzx.com

Notice of event affecting securities

1

Kiwi Property Group Limited

Stuart Tabuteau, CFODirectors' resolution

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