Argosy issues Notice of Annual Meeting
Notice of
Annual Meeting
2020
Tuesday
28 July 2020
Royal New Zealand
Yacht Squadron
181 Westhaven Drive
Westhaven Marina
Date
Venue
Location
Royal New Zealand Yacht Squadron
181 Westhaven Drive, Westhaven Marina
Auckland 1011
And online virtually through the web platform
web.lumiagm.com or by downloading Lumi
AGM from the App Store or Google Play
Store for free.
ARGOSY PROPERTY LIMITED
NOTICE OF ANNUAL MEETING 2020
App Store or Google Play Store for free. By using the
web platform or the App, you will be able to watch
the annual meeting, vote and ask questions online
using your smartphone, tablet or desktop device.
Please refer to the enclosed Virtual Meeting Guide
for more information. If you wish to appoint a
proxy to attend online on your behalf, please ensure
that you provide their contact details (phone and
email) either in the enclosed proxy form or the
online proxy form in accordance with the
instructions in paragraphs 5 - 11.
CASTING YOUR VOTE
3. You may cast your vote in one of two ways:
—Personal attendance: If you wish you can attend
the meeting in person or participate virtually via
the web platform web.lumiagm.com or by
downloading Lumi AGM from the App Store or
Google Play Store for free
—Appointing a proxy to vote: In accordance with
the instructions in paragraphs 5 - 11.
ORDINARY RESOLUTIONS
4. 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.
PROXIES AND VOTING
5. 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. Shareholders are also
able to appoint a proxy online.
6. If, in appointing your proxy, you do not name a
person as your proxy, or your named proxy does
not attend the meeting, the Chairman of the
meeting will be your proxy and may only vote
in accordance with your express direction.
The Chairman and the Directors will vote all
discretionary proxies, for which they have
authority to vote, in favour of each Resolution.
7. If you wish to appoint a proxy, you should
complete either the enclosed proxy form or
the online proxy form.
8. 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.
Notice
Notice is given that the annual meeting of shareholders
of Argosy Property Limited will be held at the Royal
New Zealand Yacht Squadron, 181 Westhaven Drive,
Westhaven Marina, Auckland 1011 and online virtually
through the web platform web.lumiagm.com or
by downloading the Lumi AGM app (available at the
App Store or Google Play Store) on Tuesday
28 July 2020 commencing at 2.00pm.
Agenda
CHAIRMAN’S INTRODUCTION
CHIEF EXECUTIVE OFFICER’S REVIEW
RESOLUTIONS
To consider, and if thought fit, pass the following
resolutions.
Resolution 1
That Rachel Winder be elected as a Director.
Resolution 2
That Martin Stearne be elected as a Director.
Resolution 3
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.
P Michael Smith
Chairman
Wednesday 24 June
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
at 5pm on Sunday 26 July 2020.
2. The Company is holding a hybrid annual meeting
this year to allow shareholders who are unable to
attend in person to have the opportunity to attend
online through the web platform web.lumiagm.com
or by downloading the Lumi AGM App from the
ARGOSY PROPERTY LIMITED
NOTICE OF ANNUAL MEETING 2020
— 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 Sunday, 26 July 2020
(being 48 hours before the meeting).
9. 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 Sunday
26 July 2020 (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.
10. 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 Sunday, 26 July 2020 (being
48 hours before the meeting), in the same manner
as for appointment of a proxy.
11. 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 1–2)
In accordance with NZX Listing Rule 2.7.1, Directors
appointed by the Board must retire from office at the next
annual meeting. Rachel Winder and Martin Stearne were
appointed by the Board during the year and accordingly
retire from office at the annual meeting. Being eligible,
Rachel Winder and Martin Stearne will offer themselves
for election at the annual meeting. The Board has
determined that Rachel Winder and Martin Stearne, if
elected, will each be an Independent Director (as defined
in the NZX Listing Rules). Brief profiles for Rachel
Winder and Martin Stearne are set out below. Following
the retirement of Michael Smith and Peter Brook at the
annual meeting, if Rachel Winder and Martin Stearne are
elected, the Company will have six Directors.
DIRECTOR PROFILE:
Rachel Winder
Director since August 2019
Mrs Winder has been involved in the property sector
for over 20 years across a variety of roles including
strategy, portfolio management, financial management
and development. Her experience spans across
industries from construction to telecommunications
and financial services. Rachel is currently Head of
Property for Westpac New Zealand and holds an MBA
from the University of Otago and a Bachelor of Property
from the University of Auckland. She is also a member
of the New Zealand Institute of Directors.
DIRECTOR PROFILE:
Martin Stearne
Director since March 2020
Mr Stearne has over 20 years commercial and capital
markets experience, primarily gained during his time
at Jarden and its predecessors from 1995 until 2015.
He currently holds appointments to the NZX Listing
Subcommittee, the Takeovers Panel and the Investment
Committee of the Impact Enterprise Fund. He is a
member of INFINZ and IceAngels. Mr Stearne holds
a Bachelor of Science (Hons) in maths and a Bachelor
of Commerce majoring in finance from the University
of Otago.
The Board recommends that you vote
IN FAVOUR OF Rachel Winder and
Martin Stearne’s election as Directors.
ARGOSY PROPERTY LIMITED
NOTICE OF ANNUAL MEETING 2020
Reasons for the Board’s
Recommendations
ELECTION OF DIRECTORS (RESOLUTIONS 1-2)
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 election of
Rachel Winder and Martin Stearne because the Board
considers they have the expertise to contribute to the
overall skill set required by the Board.
FIXING OF AUDITOR’S FEES AND EXPENSES
(RESOLUTION 3)
Deloitte is automatically re-appointed as the auditor of
the Company under section 207T of the Companies Act
1993. Resolution 3 authorises the Board to fix the fees
and expenses of Deloitte as the Company’s auditor.
Royal New Zealand Yacht Squadron
181 Westhaven Drive, Westhaven Marina,
Auckland 1011
Tuesday, 28 July 2020
Commencing at 2pm
MEETING LOCATION:
CURRAN STREET
NORTHERN MOTORWAY
---
LODGE YOUR PROXY
Online
www.investorvote.co.nz
By Mail
Computershare Investor Services Limited
Private Bag 92119, Auckland 1142,
New Zealand
By Fax
+64 9 488 8787
corporateactions@computershare.co.nz
For all enquiries contact
+64 9 488 8777
corporateactions@computershare.co.nz
FOR YOUR PROXY APPOINTMENT TO BE EFFECTIVE IT MUST BE RECEIVED
BY 2.00PM, SUNDAY 26 JULY 2020
Go online to lodge your proxy or turn over to complete the form.
VOTING
You are entitled to one vote for every fully paid share in Argosy Property
Limited held as at 5.00pm on Sunday 26 July 2020. It is intended that
voting at the meeting will occur by way of a poll. The Chairman will
demand a poll at the start of the meeting.
HOW TO VOTE
Attending the Meeting in person
If you propose TO ATTEND the meeting in person, please bring this
Voting/Proxy Form intact to the meeting as it contains your attendance slip.
Attending the Meeting Virtually
If you propose TO ATTEND the meeting virtually please review the
enclosed Virtual Meeting Guide prior to the meeting. You can participate
in the meeting virtually through the web platform web.lumiagm.com or
by downloading the Lumi AGM app, and entering the meeting ID
326-334-334. You will be able to view presentations, ask questions and cast
your vote from your own computer, mobile or similar device. For any
assistance with the online process, you may contact Computershare on
+64 9 488 8777 between 8.30am—5.00pm Monday to Friday.
Appointment of Proxy
If you DO NOT propose to attend the meeting but wish to be represented
by a proxy, please complete and sign this Voting/Proxy Form. The Voting/
Proxy Form must be deposited with Argosy Property Limited in any way
as indicated on the front of this Voting/Proxy Form, so as to be received by
no later than 2.00pm on 26 July 2020. A proxy need not be a shareholder.
If you direct your proxy how to vote, the person you appoint as your proxy
will be entitled to attend the meeting to represent your interests and must
be present at the meeting for your vote to be counted. If you have directed
your proxy on all resolutions, your proxy will not be issued with voting
papers as your vote will be automatically counted on a poll. Should the
shareholder/s wish to direct the proxy how to vote, the boxes overleaf
should be completed. If you mark the “Proxy Discretion” box for any
resolution (or if no box is marked), you are directing your proxy to vote
as he or she thinks fit in which case, your proxy will be issued with voting
papers and will need to vote on a poll. If you do not name a person as your
proxy or your proxy does not attend the meeting, the Chairman will vote
in accordance with your express directions.
If you wish, you may appoint the Chairman of the meeting or any director
as your proxy. To appoint the Chairman or a director, enter “the Chairman”
or the director’s name in the space allocated in “Step 1” of this form. If you
appoint the Chairman or any director as your proxy, and such person is
not directed how to vote, the Chairman or director will vote in favour of
all resolutions.
SIGNING INSTRUCTIONS
Individual
Where a shareholder is an individual, this Voting/Proxy Form must be
signed by the shareholder or his or her duly authorised attorney.
Companies
Where a shareholder is a company, this Voting/Proxy Form must be signed
by a duly authorised attorney(s) or officer(s).
Trusts
Where a shareholder is a trust, this Voting/Proxy Form should be signed
as above by at least one trustee in accordance with the relevant trust deed
(using the rules for an individual or a company, depending upon whether
the trustee is an individual or a company).
Partnerships
Where a shareholder is a partnership, this Voting/Proxy Form should
be signed as above by at least one partner in accordance with the rules
governing the partnership (using the rules for an individual or a company,
depending upon whether the partner is an individual or a company).
Joint Shareholders
At least one joint shareholder should sign this Voting/Proxy Form
(on behalf of all joint shareholders). 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 names stand in Argosy Property
Limited’s share register.
Power of Attorney
If this Voting/Proxy Form is completed by an attorney, the power of
attorney or a certified copy must, if not previously produced to Argosy
Property Limited, accompany the Voting/Proxy Form together with
a completed certificate of non-revocation of authority.
Body Corporate
A body corporate shareholder may appoint a representative on its behalf
in the same manner as if it were appointing a proxy in accordance with
the rules governing the body corporate.
VOTING/PROXY FORM
www.investorvote.co.nz
Lodge your proxy online, 24 hours a day, 7 days a week:
Your secure access information
Control Number: CSN/Securityholder Number:
PLEASE NOTE: You will need your CSN/Securityholder Number and post code or country of residence (if outside
New Zealand) to securely access InvestorVote and then follow the prompts to appoint your proxy and submit your
voting instructions.
The annual meeting of Argosy Property Limited will be held on Tuesday 28 July, 2020 at 2.00pm at the Royal New Zealand
Yacht Squadron, 181 Westhaven Drive, Westhaven Marina, Auckland. Shareholders are also able to attend and vote at the
annual meeting online in accordance with the instructions in Argosy Property Limited’s Notice of Meeting. If you propose
not to attend the annual meeting, whether in person or virtually via the online platform, but wish to appoint a proxy, please
complete this form in accordance with the instructions below.
SMARTPHONE?
Scan the QR code
to vote now.
PROXY FORM
STEP 1 APPOINT A PROXY TO VOTE ON YOUR BEHALF
I/We
being a shareholder/shareholders of Argosy Property Limited
hereby appoint:
of
(FULL NAME OF PROXY) (FULL ADDRESS)
or failing him/her of
(FULL NAME OF PROXY) (FULL ADDRESS)
as my/our proxy to vote for me/us at the annual meeting of Argosy Property Limited to be held at the Royal New Zealand Yacht Squadron,
181 Westhaven Drive, Westhaven Marina, Auckland, on Tuesday, 28 July 2020 commencing at 2.00pm and at any adjournment of that meeting.
STEP 2 VOTING INSTRUCTIONS/VOTING PAPER
This form is to be used to vote as follows: Tick () in box to vote
RESOLUTIONS
FORAGAINSTPROXY
DISCRETION
ABSTAIN
1.That Rachel Winder be elected as a Director.
2.That Martin Stearne be elected as a Director.
3.That the Board be authorised to fix the auditor’s fees and expenses.
and to vote on any other resolutions put before the meeting to amend any of the resolutions, or any resolution so amended, and on any other
resolution proposed or procedural matter raised at the meeting (or any adjournment thereof).
If your proxy is not the Chair of the Meeting or any other director of the Company, please ensure that you provide their contact details
(phone and email address). If this information is not provided, we cannot guarantee remote admission to the virtual meeting for your proxy.
Proxy contact details (phone):
and (email):
SIGN SIGNATURE OF SHAREHOLDER(S) This section must be completed.
Shareholder 1 Shareholder 2 Shareholder 3
or Sole Director and Sole Company Secretary or Director or Director/Company Secretary
Contact Name Contact Daytime Telephone Date
Shareholders can still attend the meeting electronically, even if they have appointed a proxy (although they will not be able to vote
if a proxy has been appointed).
Annual meeting of Argosy Property Limited
to be held at the Royal New Zealand Yacht Squadron,
181 Westhaven Drive, Westhaven Marina, Auckland,
on Tuesday, 28 July 2020 commencing at 2.00pm.
ATTENDANCE SLIP
Perf
---
NAVIGATING LUMI AGM
When successfully authenticated, the
info screen will display.
You can view meeting information, ask
questions and watch the webcast.
If you would like to watch the webcast,
press the broadcast icon at the
bottom of the screen.
Virtual meetings are accessible on both desktop and mobile devices. In order to participate remotely you will need to either:
>Visit web.lumiagm.com on your desktop or mobile device. Ensure that your browser is compatible—Lumi AGM supports the latest
versions of Chrome, Safari, Internet Explorer, Edge and Firefox; or
>Download Lumi AGM from the App Store or Google Play Stores for free—search for Lumi AGM.
>If you have any questions, or need assistance with the online process, please contact Computershare on +64 9 488 8777 between
8.30am—5.00pm Monday to Friday (New Zealand time).
VIRTUAL MEETING GUIDE
GETTING STARTED
ACCESSING THE VIRTUAL MEETING
Once you have downloaded Lumi AGM
or entered web.lumiagm.com into your
internet browser, you’ll be prompted
to enter the Meeting ID and accept the
terms and conditions.
You will then be required to enter your:
>username (CSN or Holder number);
>password (postcode, or country code
for overseas residents)
VOTING IN LUMI AGM
Once the poll has been opened, will
appear on the navigation bar at the
bottom of the screen—from here, the
resolution and voting choices will be
displayed.
To vote, simply select your voting
direction from the options shown on
screen. To change your vote, simply
select another direction—you can cancel
your vote by clicking ‘Cancel’.
USING LUMI AGM
LOGGING IN
NEW ZEALAND RESIDENTS
Username (CSN or Holder number) and
password (postcode).
OVERSEAS RESIDENTS
Username (CSN or Holder Number);
and Password (three-character ISO3
country code) e.g. AUS is the ISO3 code
for Australia.
You can find a full list at
www.computershare.com/iso3
APPOINTED PROXIES
A username and password will be
provided prior to the meeting.
If you have not received your username
and password, please contact
Computershare on +64 9 488 8777
between 8.30am—5.00pm Monday to
Friday (New Zealand time).
MEETING ID
326-334-334
To log in, you must have the following information (which can be found on your Shareholder’s Voting and Proxy Form) or you can login as
a guest if you are not a shareholder in Argosy Property Limited; however, you will not be able to ask any questions or vote.
Shareholders are encouraged to download the app prior to the Annual Meeting.
VIEWING COMPANY DOCUMENTS
Links to the Notice of Meeting, Virtual
Meeting Guide and Annual Report are
present on the info screen.
When you click on a link, the selected
document will open in your browser.
ASKING QUESTIONS
Any shareholder or appointed proxy/
representative attending the meeting
is eligible to ask questions. If you would
like to ask a question, select then
type and submit your question. It will be
sent to the board for an answer.
Please note that not all questions may
be able to be answered during the
meeting. In this case, questions will be
followed up by email after the meeting.
MEETING ID
326-334-334
VOTING AT A GLANCE
STEP 1
Open Lumi AGM and enter the
Meeting ID shown in top right
corner
STEP 2
Enter your username and
password (CSN/Holder Number
and postcode)
STEP 3
When the poll is opened,
click and select your
desired voting direction
WATCHING THE WEBCAST
To watch the webcast, click the black
broadcast bar on screen and push
the ► button to start the webcast.
The video and/or slides will appear
shortly after (dependent on the speed
of your internet connection).
Remote entry to the Annual Meeting will open at 1.30PM NZT on
Tuesday 28 July 2020
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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