Kiwi Property Notice of Meeting
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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