Argosy issues Notice of Annual Meeting

Notice of
Annual Meeting
2019
Thursday
8th August 2019
Stamford Plaza Hotel
22-26 Albert Street
Auckland
New date
New venue
Location
(changed from Royal New Zealand Yacht Squadron)
Stamford Plaza Hotel
22-26 Albert Street
Auckland
Thursday, 8 August 2019
Commencing at 2pm

ARGOSY PROPERTY LIMITED
NOTICE OF ANNUAL MEETING 2019
Important Notes
ENTITLEMENT TO VOTE
1. The persons who will be entitled to vote at the
annual meeting are those persons who are registered
on the Company’s share register as holding fully paid
ordinary shares in the Company on Tuesday, 6 August
2019 at 5.00pm.
ORDINARY RESOLUTIONS
2. With the exception of resolution 7 (which is
a special resolution), each of the resolutions to
be moved at the annual meeting is an ordinary
resolution. For an ordinary resolution to be passed,
it must be approved by a simple majority of the
votes of shareholders who are entitled to vote and
vote on the resolution, in person or by proxy.
SPECIAL RESOLUTIONS
3. Resolution 7 which is to be moved at the annual
meeting is a special resolution. For a special
resolution to be passed, it must be approved by
a majority of 75% of the votes of shareholders
who are entitled to vote and vote on the resolution,
in person or by proxy.
PROXIES AND VOTING
4. A shareholder entitled to attend and vote at the
meeting is entitled to appoint a proxy to attend
and vote instead of that shareholder. A proxy need
not be a shareholder. A proxy form is enclosed.
If the Chairman of the meeting is appointed
to act as proxy and is not directed how to vote,
he will vote in favour of each Resolution (other
than Resolution 6). Shareholders are also able to
appoint a proxy online.
5. In accordance with NZX Listing Rule 6.3.1, any
Director and any person who is an Associated
Person (as that term is defined in the NZX Listing
Rules) of a Director may not vote on Resolution 6.
If you appoint a Director or Associated Person of
a Director as your proxy, that person will only be
able to vote on Resolution 6 in accordance with
your express instructions, as set out in your
proxy form.
Subject to the restrictions described above,
the Chairman and the directors will vote all
discretionary proxies, for which they have
authority to vote, in favour of each Resolution.
6. If you wish to appoint a proxy, you should complete
either the enclosed proxy form or the online
proxy form.
Notice
Notice is given that the annual meeting of shareholders
of Argosy Property Limited will be held at the Stamford
Plaza Hotel, 22-26 Albert Street, Auckland on Thursday,
8 August 2019 commencing at 2.00pm.
Agenda
CHAIRMAN’S INTRODUCTION
CHIEF EXECUTIVE OFFICER’S REVIEW
RESOLUTIONS
To consider, and if thought fit, pass the following
resolutions. With the exception of resolution 7, each of
the resolutions is an ordinary resolution. Resolution 7
is a special resolution.
Resolution 1
That Michael Smith be re-elected as a Director.
Resolution 2
That Peter Brook be re-elected as a Director.
Resolution 3
That Stuart McLauchlan be elected as a Director.
Resolution 4
That Chris Gudgeon be elected as a Director.
Resolution 5
That Mike Pohio be elected as a Director.
Resolution 6
That, for the purposes of NZX Listing Rule 2.11.1,
the maximum aggregate amount of remuneration
payable by the Company to Directors (in their capacity
as Directors) be increased by $32,000 per annum,
from $746,500 per annum to $778,500 per annum,
with effect on and from 8 August 2019.
Resolution 7
As a special resolution:
That the existing constitution of the Company is
revoked, and the constitution tabled at the meeting,
and referred to in the explanatory memorandum
under the heading “Change to Constitution”,
is adopted as the constitution of the Company.
Resolution 8
That the Board be authorised to fix the auditor’s fees
and expenses.
Further information relating to these resolutions is set
out in the Explanatory Memorandum accompanying
this Notice of Meeting. Please ensure you read
and consider the resolutions together with the
Explanatory Memorandum.
By order of the Board of Argosy Property Limited.

ARGOSY PROPERTY LIMITED
NOTICE OF ANNUAL MEETING 2019
7. If you are completing the enclosed proxy form:
—All proxy forms must be signed by at least
one shareholder.
—In the case of joint shareholders, if the
shareholders appoint different voting proxies,
the vote of the proxy appointed by the first
named joint shareholder will be counted.
Seniority shall be determined by the order
in which the joint shareholders’ names stand
in Argosy Property Limited’s share register.
—If the proxy is signed under a power of attorney
or other authority, that power of attorney
or other authority or a certified copy of such
power of attorney or authority, if not previously
provided to the Company, must accompany the
proxy form, together with a completed certificate
of non-revocation.
—Completed proxy forms must be received by
the Company’s share registrar, Computershare
Investor Services Limited at Private Bag 92119,
Auckland 1142, or at corporateactions@
computershare.co.nz or facsimile +64 9 488 8787,
by no later than 2.00pm on Tuesday, 6 August
2019 (being 48 hours before the meeting).
8. If you are using the online proxy form:
—Go to the Computershare InvestorVote
website at: www.investorvote.co.nz.
—Follow the instructions and prompts on the
website to complete your online proxy form.
Please note that you will need your CSN/
Securityholder Number and post code.
—The online proxy form must be submitted
from the website by no later than 2.00pm on
Tuesday, 6 August 2019 (being 48 hours before
the meeting). Please note that the online proxy
form cannot be used to appoint a proxy under
a power of attorney or similar authority.
9. A proxy granted by a company must be signed by
a duly authorised officer or attorney who is acting
under the company’s express or implied authority.
If a representative of a shareholding company is to
attend the meeting, they must provide a Certificate
of Appointment of Corporate Representative to
Computershare Investor Services Limited, by
no later than 2.00pm on Tuesday, 6 August 2019
(being 48 hours before the meeting), in the same
manner as for appointment of a proxy.
10. If you are attending the meeting and voting in more
than one capacity (e.g. also as proxy, attorney or
representative for one or more other shareholders),
you must fill out separate voting papers in respect
of each capacity in which you vote.
Explanatory Memorandum
DIRECTOR ELECTIONS (RESOLUTIONS 1–5)
In accordance with the Class Waivers and Rulings
for NZX Main Board and Debt Market Transition
(dated 19 November 2018), and Listing Rule 2.7.1,
Directors must not hold office past the third annual
meeting following the Director’s appointment or 3 years,
whichever is the longer. Those who retire are eligible for
re-election at the annual meeting.
Michael Smith and Peter Brook are to retire at the 2019
annual meeting, and offer themselves for re-election.
The Board has determined that Michael Smith and
Peter Brook, if re-elected, will each be an Independent
Director (as defined in the NZX Listing Rules). The
Board is going through a process of refreshment and,
to facilitate this, Michael Smith and Peter Brook have
indicated that, if re-elected, they will resign prior to
the expiry of the three-year term under the NZX
Listing Rules.
Stuart McLauchlan, Chris Gudgeon and Mike Pohio
were appointed by the Board during the year and,
being eligible, will offer themselves for election at the
annual meeting. The Board has determined that Stuart
McLauchlan, Chris Gudgeon and Mike Pohio, if elected,
will each be an Independent Director.
Brief profiles for Michael Smith, Peter Brook, Stuart
McLauchlan, Chris Gudgeon and Mike Pohio are set
out below.
DIRECTOR PROFILE:
Michael Smith
Mr Smith was employed by Lion Nathan Limited for
29 years. During that time, he held a number of senior
executive positions with the Lion Nathan Group and was
a director of the parent company for 16 years. Mr Smith
is a director of a number of companies, including
Greymouth Petroleum Limited, Maui Capital Indigo
Fund Limited and Maui Capital Aqua Fund Limited.
His previous directorships/trusteeships include Lion
Nathan Limited, The Lion Foundation, Fonterra
Co-operative Group Limited, Auckland International
Airport Limited, OnePath Holdings (NZ) Limited and
Fisher & Paykel Healthcare Corporation Limited.
Mr Smith holds a Master of Commerce degree from
The University of Auckland and is a Graduate of the
Programme for Management Development, at Harvard
Business School. He is also a member of the Institute of
Directors in New Zealand.

ARGOSY PROPERTY LIMITED
NOTICE OF ANNUAL MEETING 2019
DIRECTOR PROFILE:
Peter Brook
Mr Brook has 21 years experience in the investment
banking industry, retiring in 2000 to pursue his own
business and consultancy activities. He is presently
Chairman of Burger Fuel Group Limited, Trust
Investments Management Limited and Generate
Investment Management Limited. Mr Brook is also
a trustee of the Melanesian Mission Trust Board,
a member of the Institute of Finance Professionals
New Zealand Inc. and a director of several
private companies.
Mr Brook holds a Bachelor of Commerce degree
from The University of Auckland and is a member of
Chartered Accountants Australia and New Zealand.
DIRECTOR PROFILE:
Stuart McLauchlan
Mr McLauchlan is a Senior Partner of GS McLauchlan
& Co Business Advisors and Accountants, a prominent
businessman and company director. He is a Director
of Scenic Hotels Limited, Dunedin Casinos Limited,
Ngai Tahu Tourism Limited, UDC Finance Limited
and several other companies. He has been appointed to
the EBOS Group Limited board effective 1 July 2019.
Mr McLauchlan is also Chairman of the NZ Sports Hall
of Fame, Chairman of AD Instruments Pty Limited and
Chairman of Scott Technology Limited. He is also a past
President of the New Zealand Institute of Directors.
Mr McLauchlan is a qualified accountant with a
Bachelor of Commerce degree from the University of
Otago, an FCA from Chartered Accountants Australia
and New Zealand and is a Chartered Fellow of the
New Zealand Institute of Directors.
DIRECTOR PROFILE:
Chris Gudgeon
Mr Gudgeon has been involved in property investment,
development, and construction in New Zealand for
more than 25 years. He was previously Chief Executive
of Kiwi Property Group and Capital Properties NZ
Limited. Mr Gudgeon holds an MBA from the
Wharton School, University of Pennsylvania and
a Bachelor of Engineering degree from The University
of Canterbury. He is a Fellow of the Royal Institute
of Chartered Surveyors and is a past President
of Property Council New Zealand.
DIRECTOR PROFILE:
Mike Pohio
Mr Pohio has 25 years of senior executive experience
across a range of industries including property,
investment, port/logistics and dairy. He currently
holds directorships on the boards of NIWA, OSPRI,
Panuku Development Auckland, Te Atiawa Iwi
Holdings and The Rees Management Limited. He is
also Chairman of BNZ Partners, Waikato Region.
Mr Pohio holds an MBA from IMD, Lausanne, an FCA
from Chartered Accountants Australia and New Zealand
and is a Chartered Member of the New Zealand
Institute of Directors.
The Board recommends that you vote
IN FAVOUR OF Michael Smith and Peter
Brook’s re-election and Stuart McLauchlan,
Chris Gudgeon and Mike Pohio’s election
as Directors.

ARGOSY PROPERTY LIMITED
NOTICE OF ANNUAL MEETING 2019
REASONS FOR THE BOARD’S
RECOMMENDATIONS
The Board wishes to ensure that it possesses the
appropriate blend of expertise, skills and experience,
having regard to the size of the Company and the
nature of its business. The Board supports the
re-election of Michael Smith and Peter Brook and
the election of Stuart McLauchlan, Chris Gudgeon
and Mike Pohio because the Board considers they
have the expertise to contribute to the overall skill
set required by the Board.
DIRECTORS’ REMUNERATION
(RESOLUTION 6)
Under NZX Listing Rule 2.11.1 and the Company’s
constitution, no remuneration may be paid to a
Director in his or her capacity as a Director of the
Company, or as a director of a subsidiary (other than
a listed subsidiary), unless such remuneration
has been authorised by an ordinary resolution
of shareholders.
The Company currently has approval to pay a
maximum of $746,500 in aggregate to Directors
for their remuneration as Directors, which is being
paid as set out in the table below. The Board last
reviewed Directors’ remuneration in 2017. Since
then, the regulatory landscape in which the Company
operates has continued to change, with increased
regulatory risk and obligations resulting in increased
demand on Directors’ time and broadening their scope
of responsibilities in monitoring and assessing legal
and regulatory compliance. The Company considers
it desirable to attract and retain high performing
Directors whose skills and experience are well suited
to the Company’s requirements, and has adopted
policy to align Directors’ remuneration in the upper
quartile on the basis of benchmark data. The Company
engaged PwC to provide New Zealand listed company
benchmark data for the roles of Chairman, committee
chairs, committee members and base non-executive
directors. The Board reviewed this benchmark data
and, based on a comparison of the Company’s
Directors’ fees to the market data, consider the
increases to the Directors’ remuneration set out
in the table below are appropriate and aligned to
Argosy’s policy.
The increases in remuneration shown in the table
above will require a $32,000 increase in the approved
maximum aggregate amount of Director remuneration
(or a 2.1% per annum increase). The Board may
determine the amount payable to each Director
within the maximum aggregate amount shareholders
are being asked to approve. If Resolution 6 is passed,
the increase to the aggregate amount of Directors’
remuneration will take effect on and from
8 August 2019.
The new maximum aggregate amount of $778,500
per annum will continue to include a pool of $100,000
that provides flexibility to remunerate Directors who
assume additional responsibilities (including one-off
project work) from time to time beyond the scope of
their usual responsibilities. No payments have been
made to any Directors from this pool for additional
work or responsibilities in the last five years to
31 March 2019. Any unused part of the pool in
any year is not carried forward to future years.
The Board considers that alignment of Directors’ fees
to market is important in order for the Company to be
able to continue to attract and retain high performing
Directors whose skills and experience are well-suited
to the Company’s requirements. The Board considers
the fee increases proposed are fair and reflective of
market conditions.
Office
Current
Remuneration
Proposed
Remuneration
Amount of
Increase
Number of
Persons
Holding
Office
Chair$160,000$160,000$01
Non-Executive Director$85,000$90,000$5,0005
Chair of Audit & Risk Committee$20,000$20,000$01
Audit & Risk Committee Member$12,000$12,000$02
Chair of Remuneration Committee$7,500$12,500$5,0001
Remuneration Committee Member$5,000$6,000$1,0002
Amount available for one-off projects$100,000$100,000$0
Aggregate Directors’ remuneration (including amount for
one-off projects)$746,500$778,500$32,000

ARGOSY PROPERTY LIMITED
NOTICE OF ANNUAL MEETING 2019
CHANGE TO CONSTITUTION
(RESOLUTION 7)
On 1 January 2019, NZX introduced new NZX Listing
Rules (the “New Rules”). Each listed company was
entitled to select a time between 1 January and 1 July
2019 at which it will transition to be governed by the
New Rules, rather than by the rules previously in force
(the “Previous Rules”). Argosy elected to transition to
the New Rules as at 1 January 2019.
To comply with the New Rules, Argosy needs to
amend its constitution. An amended constitution
has been prepared. A copy, marked to show the
changes from the existing constitution, is available
on www.argosy.co.nz or may be obtained by
contacting Computershare on (09) 488 8777.
A summary of the significant changes to the
constitution is set out below.
• Directors: The rules requiring regular retirement
and re-election of directors have been changed
as follows:
—Under the Previous Rules, one third of the
directors, or the number nearest one third, must
retire at the annual meeting in each year, and are
eligible for re-election. The directors to retire
are those who have been longest in office.
—Under the New Rules, a director may not hold
office, without being re-elected, past the third
annual meeting after his or her appointment
or re-election, or for three years, whichever
is the longer.
• The Previous Rules provided that executive
directors were not required to retire by rotation.
That exception has been removed. The requirement
that the term of appointment of an executive
director not exceed five years has also been removed.
Argosy currently has no executive directors.
The constitution has been amended to reflect these
changes made by the New Rules (clauses 24 and 26).
• Voting at Meetings: The New Rules require that all
voting at shareholders’ meetings must be conducted
by way of a poll. A provision has been added to the
constitution that the chairperson of a shareholders’
meeting will always require a poll to be conducted
(clause 20.2). The New Rules also require that any
resolution for the election of a director must relate
to one director only. The constitution has been
changed to provide this (clause 24.9).
• Directors’ resolutions in writing: The present
constitution provides that a resolution of directors
in writing (as opposed to a resolution passed at
a board meeting) must be signed by all directors.
This has been changed to allow such a resolution
to be signed by a majority of the directors. This is
not a change required by the New Rules, but the
board considers it desirable to allow for the more
efficient administration of Argosy.
• Other Changes: Changes to the definitions in the
constitution, and various other less significant
wording changes, have been made to reflect the
provisions of the New Rules. References to
legislation no longer in force have been deleted,
and provisions which are no longer relevant have
been removed.
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.
Fixing of Auditor’s Fees
and Expenses
(Resolution 8)
Deloitte is automatically re-appointed as the auditor of
the Company under section 207T of the Companies Act
1993. Resolution 8 authorises the Board to fix the fees
and expenses of Deloitte as the Company’s auditor.
Stamford Plaza Hotel
22-26 Albert Street
Auckland
Thursday, 8 August 2019
Commencing at 2pm
MEETING LOCATION:
ALBERT STREET
HOBSON STREET
QUEEN STREET
FANSHAWE STREET
WOLFE STREET
SWANSON STREET
CUSTOM ST W