Kiwi Property/Announcement
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Kiwi Property Notice of Meeting

AGM2 June 2020KPGReal Estate

NOTICE OF
ANNUAL

MEETING

Notice is hereby given that the

annual meeting of Kiwi Property

Group Limited shareholders will

be held via a virtual meeting

commencing at 10.30am

on Monday, 29 June 2020.

kp.co.nz

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 2020. 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 Mark Ford be re-elected as a director

of the Company.

2. That Richard Didsbury be re-elected as a director

of the Company.

3. That Simon Shakesheff be elected as a director

of the Company.

4. 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.

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.

P

rocedural Notes

Participation

All

s hareholders registered on the Company’s share register

at the date of the meeting are entitled to attend and vote at

the meeting.

Shareholders can only attend the meeting virtually via an online

platform provided by our share registrar, Link Market Services:

https://virtualmeeting.co.nz/KPG20

Shareholders attending and participating in the virtual

Annual Meeting will be able to

vote and ask questions.

More information regarding virtual attendance at the Annual

Meeting (including how to register to vote, how to vote and

ask a question) is available from the virtual AGM guide:

https://bcast.linkinves

torservices.co.nz/generic/docs/

OnlinePortalGuide.pdf. Shareholders are encouraged to

read the guide before the meeting.

During the meeting, the Board intends

to answer as many

of the most frequently asked questions as is reasonably

practicable. Please refer to the instructions in the guide

on how to ask a question.

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 participate and vote at the

meeting is entitled to appoint a proxy to participate

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, he will vote in

favour of all the resolutions except resolution 1 where

he will abstain.

• 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 Saturday, 27 June 2020

(being 48 hours prior to the meeting).

Explanatory notes

Resolutions 1, 2 and 3 – re-election

and appointment of directors

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.

Mark Ford and Richard Didsbury were re-elected at the July 2017

annual meeting, will retire at this annual meeting and each offers

himself for re-election in accordance with these provisions.

In accordance with clause 27.6 of the Constitution of the

Company and NZX Listing Rule 2.7.1, any director appointed by

the Board must retire at the next annual meeting but shall be

eligible for election at that meeting.

Mark Ford

Chair

2 June 2020

Simon Shakesheff was appointed by the Board during the year

and will therefore retire at this annual meeting. Simon offers

himself for election in accordance with these provisions.

The Board has determined that Mark Ford, Richard Didsbury

and Simon Shakesheff will be independent directors 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:

i. bring an independent view to decisions in relation

to the Company

ii. act in the best interests of the Company, and

iii. 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.

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.

In determining whether each director was an independent

director, the Board noted Richard Didsbury’s 27 year length

of tenure on the Board. The Board concluded that Richard

Didsbury’s length of tenure on the Board did not and does not

influence, in a material way, his capacity to bring an independent

view to decisions in relation to the Company, act in the best

interests of the Company, and 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; which are set out above.

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 Mark Ford and Richard Didsbury and the

election of Simon Shakesheff as it considers that each of them

has the expertise to contribute to the overall skill set required

by the Board.

Profile of Mark Ford

Mark is a professional director based in Australia

with extensive property industry experience.

Mark holds the roles of non-executive director

for Dexus Property Group and non-executive

director for the manager for China Commercial

Trust and Prime Property Fund Asia GP Pte.

Mark’s previous directorships include Cbus

Property Pty Limited (Chair), Comrealty Limited,

South East Asia Property Company (chair), Property

Council of Australia, Deutsche Asset Management

Australia and Trafalgar Corporate Group Limited.

Member of the Audit and Risk Committee,

the Environmental, Social and Governance

Committee and the Remuneration and

Nominations Committee.

Date appointed: May 2011

Date last re-elected: JULY 2017

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

Profile of Richard Didsbury

Richard was a joint founder of the business in

1992. His career evolved with Lend Lease and

other New Zealand-based property companies.

He is now enjoying the opportunity to contribute

to a variety of public initiatives and is the Chair

of the Auckland City Mission Redevelopment

Committee and the Northern Expressway Group.

He was previously Chair of the Committee for

Auckland and Hobsonville Land Company, and

a director of Auckland International Airport and

SkyCity Entertainment Group.

Member of the Remuneration and Nominations

Committee.

Date appointed: July 1992

Date last re-elected: JULY 2017

BE

Profile of Simon Shakesheff

Simon is an Australian based professional

director, with a wealth of property and finance

experience, covering corporate strategy, mergers

and acquisitions, and debt and equity finance.

He is currently a Director of Cbus Property,

Assembly Funds Management and SGCH

(formerly St George Community Housing),

as well as a consultant to the New South Wales

Treasury Corporation. Simon previously held

a number of senior executive roles at Stockland,

Bank of America Merrill Lynch, UBS, J.P. Morgan

and Macquarie Bank.

Member of the Audit and Risk Committee and the

Environmental, Social and Governance Committee.

Date appointed: November 2019

Date last re-elected: N/A

MCom

Resolution 4 – Auditor’s remuneration

PricewaterhouseCoopers is automatically reappointed auditor

of the Company at the annual meeting pursuant to section

207(T)(1) of the Companies Act 1993, unless the auditor gives

notice that it does not wish to be reappointed, the auditor is

not a qualified auditor or the shareholders resolve to appoint

a replacement auditor. PricewaterhouseCoopers has not

given such notice and continues to be a qualified auditor.

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.

---

Appointment
of proxy

If you are unable to participate in the virtual annual

meeting you may appoint a proxy to participate

and vote at the virtual meeting on your behalf

Instructions

Before you complete the proxy form, please read the following

instructions, and the accompanying 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 except resolution 1 where he will abstain.

• 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 Saturday, 27 June 2020.

Privacy

Link Market Services advise that they require 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 their website at linkmarketservices.co.nz

For further information

For any enquiries, please contact the Company’s Registrar, Link Market Services, as follows:

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.com

Add ‘Kiwi Property Proxy’ in the subject line

Post

Within New Zealand: Use the reply paid envelope enclosed

Outside New Zealand: Affix relevant postage stamp and post to:

Link Market Services Limited, PO Box 91976, Auckland 1142, New Zealand

Hand Deliver

Link Market Services Limited, Level 11, Deloitte Centre, 80 Queen Street, Auckland

Fax

fax the completed proxy form to: +64 9 375 5990

Email

enquiries@linkmarketservices.com

Telephone

+64 9 375 5998 or 0800 377 388

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 virtual annual meeting to be held online at

virtualmeeting.co.nz/KPG20, 10.30am on Thursday, 20 June 2019, hereby appoint:

the chair of the meeting or

Name of proxy (full name)

Email address of proxy

Or failing him/her

Name of proxy (full name)

Email 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

Notes on providing voting instructions

• Tick the relevant box to record your vote.

• If you mark the discretion box in respect of a resolution, your proxy may vote or abstain from voting as she or he thinks fit.

However, if you appoint the chair of the meeting as your proxy, the chair will vote in favour of all the resolutions, except

resolution 1 where he will abstain.

• 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

Resolutionforagainstdiscretionabstain

1. That Mark Ford be re-elected as a director of the Company.

2. That Richard Didsbury be re-elected as a director

of the Company.

3. That Simon Shakesheff be elected as a director

of the Company.

4. That the directors be authorised to fix the

auditor’s remuneration.

Date

Contact name Contact phone number

Email address

By supplying your email address you consent to receive your Kiwi Property investor communications by email.

Notes on signing the proxy form

• If you are joint holders of shares, at least one of you must sign this form.

• If you are a company, this form must be signed on behalf of the company by a person acting under the company’s express

or implied authority.

• If this form is signed under a power of attorney, a copy of the power of attorney (unless already deposited with the Registrar)

and a signed certificate of non-revocation of that power of attorney must be provided with this form.

---

Virtual Annual
General Meeting

Online Guide

Part of Link Group | Corporate Markets

2 • Link Market Services Virtual Annual General Meeting Online Guide
Step 1

Open your web browser and

go to virtualmeeting.co.nz and

select the relevant meeting.

Virtual Annual General Meeting

Online Guide

Before you begin

Ensure your browser is compatible.

You can easily check your current

browser by going to the website:

whatismybrowser.com

Supported browsers are:

• Chrome – Version 44 & 45

• Firefox – 40.0.2 and after

• Safari – OS X v10.9 “Mavericks”

& OS X v10.10 “Yosemite”

• Internet Explorer 9 and up (please note

Internet Explorer 8 is not supported)

The virtual meeting is viewable from desktops

and laptops. To attend and vote at the virtual

annual general meeting you must have:

• NZX registered holders: Shareholder

number  and authorisation code (FIN)

• ASX registered holders: Shareholder

number and postcode

If you are an appointed proxy you will need

your proxy number which will be provided

by Link Market Services prior to the

meeting. Please make sure you have this

information before proceeding.

Step 2

Login to the portal using your full name, email

address, and company name (if applicable).

Please read and accept the terms and conditions

before clicking on the blue ‘Register and Watch

Annual General Meeting’ button. Once you have

logged in you will see:

• On the left – a live video webcast of the Annual

General Meeting

• On the right – the presentation slides that will be

addressed during the Annual General Meeting.

Note: After you have logged in we recommend that

you keep your browser open for the duration of the

meeting. If you close your browser, your session will

expire. If you attempt to log in again, you will be sent a

recovery link via email for security purposes.

Link Market Services Virtual Annual General Meeting Online Guide • 3
Navigating

At the bottom of the webpage

under the webcast and

presentation there are three

boxes. Refer to each section

below for operating instructions.

1

Get a voting card

2

Ask a Question

3

Downloads

1. Get a voting card

To register to vote - click on the ‘Get a voting

card’ box at the top of the webpage or below

the videos.


This will bring up a box which looks like this.

If you are an individual or joint Shareholder you will

need to register and provide validation by entering your

details in the top section:

• NZX registered holders: Shareholder number and

authorization code (FIN)

• ASX registered holders: Shareholder number and

postcode

If you are an appointed Proxy, please enter the Proxy

Number issued to you by Link Market Services in the

PROXY DETAILS section. Once you have entered your

appropriate details click the blue ‘SUBMIT DETAILS

AND VOTE’ button.

Once you have registered, your voting card will

appear with all of the resolutions to be voted on by

Shareholders at the Annual General Meeting (as set

out in the Notice of Meeting). You may need to use the

scroll bar on the right hand side of the voting card to

scroll up or down to view all resolutions.

Shareholders and proxies can either submit a Full Vote

or a Partial Vote. You can move between the two tabs

by clicking on ‘Full Vote’ or ‘Partial Vote’ at the top of

the voting card.

4 • Link Market Services Virtual Annual General Meeting Online Guide
Full Votes

To submit a full vote on a resolution ensure you are in

the ‘Full Vote’ tab. Place your vote by clicking on the

‘For’, ‘Against’, or ‘Abstain’ voting buttons.

Partial Votes

To submit a partial vote on a resolution ensure you are

in the ‘Partial Vote’ tab. You can enter the number of

votes you would like to vote (for any or all) resolution/s.

The total amount of votes that you are entitled to vote

for will be listed under each resolution. When you enter

the number of votes in a certain box it will automatically

tally how many votes you have left.

Note: If you are submitting a partial vote and do not use all of

your entitled votes, the un-voted portion will be submitted as No

Instruction and therefore will not be counted.

Once you have finished voting on the resolutions scroll

down to the bottom of the box and click the blue ‘Cast

Vote’ or ‘Cast Partial Vote’ button.

Note: You are able to close your voting card during

the meeting without submitting your vote at any time

while voting remains open. Any votes you have already

made will be saved for the next time you open up the

voting card. The voting card will appear on the bottom

left corner of the webpage. The message ‘Not yet

submitted’ will appear at the bottom of the page.

You can edit your voting card at any point while voting

is open by clicking on ‘Edit Card’. This will reopen the

voting card with any previous votes made.

If at any point you have submitted your voting card

and wish to make a change while voting is still open

you can do so by clicking the ‘Edit Card’ button

and making the required change. Once you have

completed your card select the blue ‘Cast Vote’ or

‘Cast Partial Vote’ button.

The voting card remains editable until the voting

is closed at the conclusion of the Annual General

Meeting. Once voting has been closed all voting cards,

submitted and un-submitted, will automatically be

submitted and cannot be changed.

At the conclusion of the Annual General Meeting a red

bar with a countdown timer will appear at the top of

the Webcast and Slide windows advising the remaining

voting time available to shareholders. Please make any

changes required to your voting cards at this point and

submit your voting cards.

If an additional resolution is proposed during the

meeting, there will be a short delay while the resolution

is added to the voting card. Once the resolution has

been added you will be notified by the Chairman during

the meeting. In order to vote on the extra resolution

you will need to reopen your voting card to cast your

vote by clicking the ‘Edit Card’ button.

Note: Registration for the Annual General Meeting and voting opens

one hour before the meeting begins.

Virtual Annual General Meeting

Online Guide continued

Link Market Services Virtual Annual General Meeting Online Guide • 5
2. How to ask a question

Note: Only shareholders are eligible to ask questions.

You will only be able to ask a question after

you have registered to vote. If you would

like to ask a question, click on the ‘Ask a

Question’ box either at the top or bottom

of the webpage.

The ‘Ask a Question’ box will then pop up with two

sections for completion.

In the ‘Regarding’ section click on the drop down

arrow and select one of the following categories:

• General Business

• Resolution 1

• Resolution 2

• Resolution 3

• Resolution 4

• Resolution 5

• Resolution 6

After you have selected your question category, click in

the ‘Question’ section and type your question.

When you are ready to submit your question - click

the blue ‘Submit Question’ button. This will send the

question to the Management/Board.

Note that not all questions are guaranteed to be

answered during the Annual General Meeting, but we

will do our best to address your concerns.

Once you have asked a question a ‘View Questions’

box will appear.

At any point you can click on ‘View Questions’ and

see all the questions you have submitted. Only you can

see the questions you have asked.

Note: You can submit your questions by this method

one hour before the meeting begins, if you have

registered to vote. You can continue to submit

questions up until the close of voting.

If your question has been answered and you would

like to exercise your right of reply, you can do so by

submitting another question.

3. Downloads
If you would like to see the Notice of Annual

General Meeting or the Annual Report you

can do so here.

A

B

• To download the Notice of Meeting – click A

• To download the Annual Report – click B

When you click on these links the file will open in

another tab in your browser.

Voting closing

Voting will close 5 minutes after the close of

the Annual General Meeting.

At the conclusion of the Annual General Meeting a red

bar with a countdown timer will appear at the top of

the Webcast and Slide screens advising the remaining

voting time. If you have not yet submitted your vote at

this point, you will be required to do so now.

At the close of the meeting any votes you have placed

will automatically be submitted.

Virtual Annual General Meeting

Online Guide continued

1261.0 07/16 ISS1

Contact us

Australia

T +61 2 8280 7100

E info@linkmarketservices.com.au

New Zealand

T +64 9 375 5998

E enquiries@linkmarketservices.co.nz

United Arab Emirates

T +27 72 6299034

E paular@linkmarketservices.co.za

Data sourced from publicly available filings. Our datasets may not be complete. Automated analysis can produce errors. If you believe any data on this page is incorrect, please contact us at hello@nzxplorer.co.nz. For informational purposes only. Not investment advice.

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