Notice of meeting

Notice is hereby given that the annual meeting of
Kiwi Property Group Limited shareholders will be
held in Cinema 4, HOYTS Cinemas, Sylvia Park,
286 Mount Wellington Highway, Mount Wellington, Auckland
commencing at 10.30am on Thursday, 20 June 2019.
annual
meeting

agenda
addresses
Our Chair, Mark Ford, and our Chief Executive Officer,
Clive Mackenzie, will provide an overview of the Company’s
performance for the year ended 31 March 2019. There will
also be an opportunity for shareholders to ask questions.
resolutions
Shareholders will be asked to consider and, if thought appropriate,
pass the following ordinary resolutions:
1. That Mary Jane Daly be re-elected as a director of the Company.
2. That the directors be authorised to fix the auditor’s remuneration.
These resolutions are ordinary resolutions and are required to be
passed by a simple majority of the votes of those shareholders who
are entitled to vote and voting on the resolution, in person or by proxy.
Shareholders will also be asked to consider and, if thought appropriate,
pass the following special resolution:
3. That the Company amend its existing Constitution, in the manner
marked up in the Constitution as presented to shareholders at the
annual meeting.
Resolution 3 is a special resolution and is required to be passed by a
majority of 75% of votes of those shareholders who are entitled to vote
and voting on the resolution, in person or by proxy.
Further information is provided under the headings 'procedural notes'
and 'explanatory notes'.
The Board recommends unanimously that you vote in favour of
all resolutions.
general business
To consider any other matter that may be brought properly before
the meeting.
On behalf of the Board of Kiwi Property Group Limited.
procedural notes
attendance
All shareholders registered on the Company’s share register at the
date of the meeting are entitled to attend and vote at the meeting.
voting and proxies
• Voting at the meeting shall be by way of a poll of the Company's
shareholders entitled to vote and voting.
• A shareholder entitled to attend and vote at the meeting can
appoint a proxy to attend and vote on their behalf.
– A proxy need not be a shareholder.
– The chair of the meeting may be appointed to act as proxy.
If the chair of the meeting is appointed to act as proxy and
is not directed how to vote, the chair will vote in favour of all
the resolutions.
• A shareholder wishing to appoint a proxy can do so either:
– online at investorcentre.linkmarketservices.co.nz/voting/KPG
or
– by completing the enclosed proxy form.
• The completed proxy form, or online proxy appointment, must
be returned to the Registrar, Link Market Services, by any of the
methods specified on the proxy form, to be received no later
than 10.30am on Tuesday, 18 June 2019 (being 48 hours prior
to the meeting).
explanatory notes
resolution 1 – re-election of director
In accordance with NZX Listing Rule 2.7.1, a director must not hold
office (without re-election) past the third annual meeting following
the director’s appointment or three years, whichever is longer.
Mary Jane Daly was re-elected at the July 2016 annual meeting,
will retire at this annual meeting and offers herself for re-election in
accordance with NZX Listing Rule 2.7.1.
The Board has determined that Mary Jane Daly will be an independent
director for the purposes of the NZX Listing Rules if re-elected.
The NZX Listing Rules define an independent director as a director
who is not an employee of the Company and who does not have a
Disqualifying Relationship. A Disqualifying Relationship is defined as
any direct or indirect interest, position, association or relationship that
could reasonably influence, or could reasonably be perceived to
influence, in a material way, the director’s capacity to:
1. bring an independent view to decisions in relation to the Company
2. act in the best interests of the Company, and
3. represent the interests of the Company’s Financial Product
holders generally,
having regard to the factors described in the NZX Corporate
Governance Code that may impact director independence, if applicable.
The factors that may impact director independence as described
in the NZX Corporate Governance Code are:
1. Being currently, or within the last three years, employed in an
executive role by the Company, or any of its subsidiaries, and there
has not been a period of at least three years between ceasing such
employment and serving on the Board.
2. Currently, or within the last 12 months, holding a senior role in a
provider of material professional services to the Company or any
of its subsidiaries.
MARK FORD
CHAIR
20 MAY 2019

3. A current, or within the last three years, material business
relationship (e.g. as a supplier or customer) with the Company
or any of its subsidiaries.
4. A substantial product holder of the Company or a senior manager
of, or person otherwise associated with, a substantial product
holder of the Company. A substantial product holder is a person
who has a relevant interest in quoted voting products that
comprise 5% or more of a class of quoted voting products
of the Company.
5. A current, or within the last three years, material contractual
relationship with the Company or any of its subsidiaries, other than
as a director.
6. Having close family ties with anyone in the categories listed above.
7. Having been a director with the Company for a length of time that
may compromise independence.
The Board is committed to ensuring that it possesses the appropriate
mix of skills, knowledge, experience and diversity to discharge its
role and responsibilities. The Board supports the re-election of
Mary Jane Daly as it considers that she has the expertise to contribute
to the overall skill set required by the Board.
profile of Mary Jane Daly
Mary Jane is an Auckland-based professional director with a strong
background in banking and finance. Mary Jane is Deputy Chair of the
board of Airways Corporation of New Zealand Limited and the
Earthquake Commission and is a director of Cigna Life Insurance
New Zealand Limited, Auckland Transport and OnePath Life (NZ)
Limited. She has held senior executive positions in New Zealand at
IAG New Zealand, Fonterra, Bank of New Zealand, and at National
Australia Bank and Toronto-Dominion Bank in London.
resolution 2 – auditor’s remuneration
PricewaterhouseCoopers is automatically reappointed auditor of the
Company at the annual meeting pursuant to section 207(T)(1) of the
Companies Act 1993, unless the auditor gives notice that it does not
wish to be reappointed. PricewaterhouseCoopers has not given such
notice. The resolution sought is to authorise the directors to fix the
remuneration of the auditor pursuant to section 207(S)(a) of the
Companies Act 1993.
resolution 3 – constitution
The former NZX Listing Rules (dated 1 October 2017) have been
replaced by updated NZX Listing Rules (1 January 2019). The Company
opted into compliance with the updated NZX Listing Rules with effect
from 1 April 2019. A number of amendments are required to be made
to the existing Constitution to ensure it meets the requirements of,
and is consistent with, the NZX Listing Rules (as required by NZX
Listing Rule 2.18.1).
Unless expressly stated otherwise, references to clause numbers
below are references to clause numbers in the Constitution as
proposed to be amended.
The amendments to the existing Constitution that have been
proposed for the purposes of alignment with the NZX Listing Rules
can be summarised as follows:
• Voting at meetings of shareholders: clause 17.4 and clauses 21
to 23 have been amended to reflect that voting at shareholder
meetings must be by poll as required under NZX Listing Rule 6.1
(rather than on a show of hands).
• Director independence: clause 27.2 has been amended to reflect
the minimum number of independent directors as specified under
the NZX Listing Rules (being two independent directors), as
amended from time to time.
• Director rotation: clause 27.6 and clauses 27.8 to 27.10 relating to
director rotation have been amended to reflect the new director
rotation requirements within NZX Listing Rule 2.7.
• Director appointment: clause 27.11, relating to the appointment of
directors, has been updated to reflect NZX Listing Rule 2.3.3.
• Executive Directors: the term "Managing Director" has been
replaced with "Executive Director" in clause 29 to be consistent
with the definition within the NZX Listing Rules. The changes also
reflect that Executive Directors are no longer subject to different
rotation requirements from other non-executive directors under
the NZX Listing Rules.
The following amendments are also proposed:
• Updating references to refer to current legislation (e.g. the
introduction of the Financial Markets Conduct Act 2013) and
removing references to repealed legislation (e.g. references
to the Securities Act 1978 and Securities Transfer Act 1991).
• Clarifying the wording in clause 34.12, relating to written
resolutions by directors.
• Removing all references to facsimile communication.
• Making consequential alterations in numbering throughout
the Constitution.
Under the Companies Act 1993, the proposed amendments must
be approved by a special resolution of shareholders. As the
amendments to the Constitution do not impose or remove a
restriction on the activities of the Company or affect the rights
attaching to shares, the shareholder minority buy-out rights under
the Companies Act 1993 do not apply.
As required by NZX Listing Rule 2.19.1, Russell McVeagh has provided
an opinion to NZX that it considers that these amendments comply
with the NZX Listing Rules.
availability
A mark-up of the Constitution setting out all of the proposed
amendments can be viewed:
1. at the annual meeting
2. on the Company's website at
kp.co.nz/about-us/corporate-governance, and
3. at the registered office of the Company being, Level 7,
Vero Centre, 48 Shortland Street, Auckland 1010.
Mary Jane Daly
BCOM, MBA
INDEPENDENT DIRECTOR
CHAIR OF THE AUDIT AND RISK COMMITTEE
DATE APPOINTED: SEPTEMBER 2014
DATE LAST RE-ELECTED: JULY 2016

annual meeting location
Cinema 4, HOYTS Cinemas, Sylvia Park,
286 Mount Wellington Highway,
Mount Wellington, Auckland
HOYTS Cinemas is located centrally within Sylvia Park, on the
first floor adjacent to the ‘cone’ – the open-air central plaza.
Directions are well posted throughout the centre.
p

Sylvia Park has more than 4,000 free carpark spaces conveniently
located in and around the centre, with time limits ranging from 90
minutes to 240 minutes. Accessible and parental parking spaces are
also available. For further information about where to park, visit our
centre website sylviapark.org/directions or call our centre
management team on +64 9 570 3777.
Sylvia Park is also well served by rail and bus services.
The Sylvia Park train station is immediately behind the centre.
For full route, timetable and fare information call the Auckland
Transport Contact Centre on +64 9 366 6400 or 0800 10 30 80
or visit AT online at.govt.nz/bus-train-ferry
p
p
p
sylvia park
railway station
hamlins hill
mutukaroa
regional park
hamlin park
sylvia park
H OY TS

southern motorway
south eastern highway
carbine road
carbine road
clemow drive
waipuna road
aranui road
ruawai road
hamlin road
mount wellington highway

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instructions
Before you complete the proxy form, please read the following
instructions, and the enclosed notice of meeting.
Please appoint your proxy online or complete the proxy form
and return it using any of the methods outlined below.
• All your shares will be voted in accordance with your
directions. For further information on the meeting and
the resolutions, please refer to the accompanying
notice of meeting.
• A proxy need not be a shareholder.
• The chair of the meeting may be appointed to act as your
proxy. If the chair of the meeting is appointed to act as your
proxy and is not directed how to vote, the chair will vote in
favour of all the resolutions.
•
For your proxy to be valid, it must be received by the
Registrar, Link Market Services, by any of the methods
specified below, to be received no later than 10.30am on
Tuesday, 18 June 2019 (being 48 hours prior to the meeting).
how to lodge your proxy form
online
investorcentre.linkmarketservices.co.nz/voting/KPG
You will require your CSN/holder number and Authorisation Code (FIN)
email
scan and email to: meetings@linkmarketservices.co.nz
Add ‘Kiwi Property Proxy’ in the subject line
post
within New Zealand: use the reply paid envelope enclosed
outside New Zealand: affix relevant postage stamp and post to:
Link Market Services Limited, PO Box 91976, Auckland 1142, New Zealand
hand deliver
Link Market Services Limited, Level 11, Deloitte Centre, 80 Queen Street, Auckland, 1010
fax
fax the completed proxy form to: +64 9 375 5990
privacy
Link Market Services advises that it requires information about you as an investor to be included in the public register of the entity
in which you hold securities. Information is collected to administer your security holding. Link Market Services’ privacy policy is
available on its website at linkmarketservices.co.nz/privacy.html

for further information
For any enquiries, please contact the Company’s Registrar, Link Market Services, as follows:
email
enquiries@linkmarketservices.co.nz
telephone
+64 9 375 5998 or 0800 377 388
If you are unable to attend the annual meeting you may appoint
a proxy to attend and vote at the meeting on your behalf.
appointment of proxy
Kiwi Property Group Limited annual meeting
10.30am on Thursday, 20 June 2019

step 1: appoint a proxy to vote on your behalf
I/We being a shareholder of Kiwi Property Group Limited entitled to vote at the annual meeting to be held at
10.30am on Thursday, 20 June 2019, hereby appoint:
the chair or
name of proxy (full name)
address of proxy
Or failing him/her
name of proxy (full name)
address of proxy
to be my/our proxy to exercise my/our vote at the meeting, and at any adjournment of that meeting.
step 3: provide your signature
date
contact name contact phone number
email address

By supplying your email address you consent to receive your Kiwi Property investor communications by email.
notes on signing the proxy form
• One or more joint holders must sign this form. If all joint holders do not sign this form, then the joint holder(s) who do sign this
form hereby certify that they are authorised to sign this form on behalf of the other joint holders who did not sign this form.
• If you are a company, this form must be signed on behalf of the company by a person acting under the company’s express
or implied authority.
• If this form is signed under a power of attorney, a copy of the power of attorney (unless already deposited with the Registrar)
and a signed certificate of non-revocation of that power of attorney must be provided with this form.
notes on providing voting instructions
• Tick the relevant box to record your vote.
• If you mark the discretion box in respect of a resolution, your proxy may vote or abstain from voting as she or he thinks fit.
However, if you appoint the chair of the meeting as your proxy, the chair will vote in favour of the resolution.
• If you mark the abstain box in respect of a resolution, you are directing your proxy not to vote on your behalf and your
vote will not be counted.
step 2: provide voting instructions for your proxy
Resolution for against discretion abstain
1. That Mary Jane Daly be re-elected as a director of the Company.
2. That the directors be authorised to fix the auditor’s remuneration.
3.
That the Company amend its existing Constitution, in the manner marked
up in the Constitution as presented to shareholders at the annual meeting.