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 at 10.30am on Monday, 12 July 2021.
This will be a hybrid event, enabling attendees
to join in person or online.
Procedural Notes
Explanatory 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.
Shareholders may join the meeting either:
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.
Jane Freeman and Mark Powell were re-elected at the June 2018
annual meeting, will retire at this annual meeting and offer
themselves for re-election in line 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.
Chris Aiken was appointed by the Board on 1 June 2021 and
will therefore retire at this annual meeting. Chris offers himself
for election in accordance with these provisions.
The Board has determined that Jane Freeman, Mark Powell
and Chris Aiken will be independent directors for the purposes
of the NZX Listing Rules if elected.
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 2021. 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:
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.
Mark Ford
Chair
10 June 2021
That Jane Freeman be re-elected
as a director of the company.
That Mark Powell be re-elected
as a director of the company.
That Chris Aiken be elected
as a director of the company.
That the directors be authorised
to fix the auditor’s remuneration.
01.
02.
03.
04.
In person
The Annual Meeting will be held at:
Eden Park (Enter via Gate G)
World Cup Lounge West, Level 4, South Stand,
Reimers Ave, Kingsland, Auckland.
Online
Shareholders can participate in the Annual Meeting virtually using
an online platform provided by our share registrar, Link Market
Services at: https://www.virtualmeeting.co.nz/KPG21
Shareholders attending the Annual Meeting virtually will be able
to vote and ask questions. More information regarding online
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.linkinvestorservices.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, 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 Saturday, 10 July 2021 (being 48 hours prior to
the meeting).
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:
• 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,
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 the independence of each director, the Board noted
that Jane Freeman had previously disclosed her family connection
to NZ Strong Construction. The Board concluded this connection
did not and does not influence Jane’s capacity to bring an independent
view to decisions relating to the company, or act in the best interests
of the company and its financial product holders generally.
The Board is committed to ensuring it possesses the appropriate
mix of knowledge, experience and diversity to discharge its role and
responsibilities. The Board supports the re-election of Jane Freeman
and Mark Powell, and the election of Chris Aiken, as it considers
each of them to have the necessary expertise to contribute to the
overall skill set required.
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 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.
Mark Powell (BSC, MSC, MBA, BTHEOL, MA)
Mark is an Auckland-based professional director. A former
Chief Executive of The Warehouse Group, Mark has
extensive experience in strategy setting and execution,
cultural and digital transformation, property development,
mergers and acquisitions and joint venture management
in publicly listed companies. Mark is currently a director
of ASX-listed Australasian retailer, JB Hi-Fi and a number
of not-for-profit charitable organisations. Mark was
previously a director of farming group, Trinity Lands,
and Stihl Shop New Zealand.
Chair of the Environmental, Social and
Governance Committee.
Date appointed: October 2017
Date last re-elected: June 2018
Chris Aiken (B.A)
Chris is an Auckland-based professional director, with
a wealth of property experience spanning both the
public and private sectors. He is Chair of the Kainga Ora
Construction Programme Assurance Panel and was
previously a director of both Metlifecare and Piritahi.
Prior to commencing his governance career, Chris
was Chief Executive of HLC, a subsidiary of Housing
New Zealand, responsible for developing large urban
communities, including Hobsonville Point.
Jane Freeman (BCOM)
Jane is an Auckland-based professional director who
has extensive retail experience and expertise in the field
of customer-driven technology. She is a director of Foodstuffs
North Island and was previously a director of ASB Bank,
Delegat Group and Air New Zealand. Jane has previously
held a number of senior general management roles
in major New Zealand businesses including Telecom,
ASB Bank, Bank Direct and Clear Communications.
Chair of the Remuneration and Nominations Committee.
Date appointed: August 2014
Date last re-elected: June 2018
---
For further information
For any enquiries, please contact the Company’s Registrar, Link Market Services, as follows:
Email
enquiries@linkmarketservices.com
Telephone
+64 9 375 5998 or 0800 377 388
Appointment
of proxy
If you are unable to participate in the annual
meeting you may appoint a proxy to participate
and vote at the 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.
• 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, 10 July 2021
(being 48 hours prior to the meeting).
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 www.linkmarketservices.co.nz
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 30, PwC Tower, 15 Customs Street West, Auckland
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 hybrid annual meeting to be held on Monday, 12 July 2021,
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.
• 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 Jane Freeman be re-elected as a director of the Company.
2. That Mark Powell be re-elected as a director of the Company.
3. That Chris Aiken 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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