Argosy issues Notice of Annual Meeting
Notice of
Annual Meeting
2022
Tuesday
21 June 2022
Royal New Zealand
Yacht Squadron
181 Westhaven Drive
Westhaven Marina
LocationDateVenue
Royal New Zealand Yacht Squadron
181 Westhaven Drive, Westhaven Marina
Auckland 1011
And online virtually through the
Computershare Meeting Platform
https://meetnow.global/nz
ARGOSY PROPERTY LIMITED
NOTICE OF ANNUAL MEETING 2022
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
Computershare Meeting Platform https://meetnow.global/nz on Tuesday
21 June 2022 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 Chris Gudgeon be elected as a Director.
Resolution 2
That Mike Pohio 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.
Jeff Morrison
Chairman
Thursday, 19 May 2022
Royal New Zealand Yacht Squadron
181 Westhaven Drive, Westhaven Marina,
Auckland 1011
Tuesday, 21 June 2022
Commencing at 2pm
MEETING LOCATION:
CURRAN STREET
NORTHERN MOTORWAY
ARGOSY PROPERTY LIMITED
NOTICE OF ANNUAL MEETING 2022
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 19 June 2022.
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 Computershare Meeting
Platform https://meetnow.global/nz. By using the
web platform, 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. You will need the latest version of
Chrome, Safari or Edge to access the meeting.
Please ensure your browser is compatible.
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 Computershare Meeting Platform
https://meetnow.global/nz.
—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.
6. If the Chairman of the meeting or any other
director is appointed to act as proxy and is not
directed how to vote, they will 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.
—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, New Zealand or at
corporateactions@computershare.co.nz or
facsimile +64 9 488 8787, by no later than 2.00pm
on Sunday, 19 June 2022 (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/
Shareholder Number and post code.
—The online proxy form must be submitted from
the website by no later than 2.00pm on Sunday
19 June 2022 (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, 19 June 2022 (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 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.
Chris Gudgeon and Mike Pohio are to retire at the 2022
annual meeting, and offer themselves for re-election.
The Board has determined that Chris Gudgeon and
Mike Pohio, if elected, will each be an Independent
Director (as defined in the NZX Listing Rules). Brief
profiles for Chris Gudgeon and Mike Pohio are set
out below.
DIRECTOR PROFILE:
Chris Gudgeon
Director since November 2018
Mr Gudgeon has been involved in property investment,
development and construction in New Zealand for
more than 30 years. He was previously Chief Executive
of Kiwi Property Group and Capital Properties NZ Ltd.
He is currently a director of Crown Infrastructure
Partners and Ngāti Whātua Ōrākei Whai Rawa 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
Director since February 2019
Mr Pohio has 25 years of senior executive and governance
experience across a range of industries including property,
investment, port/logistics and dairy. He is the Chairman of
Ngāi Tahu Holdings Corporation, Mana Ahuriri Holdings
LP and Rotoiti 15 Investments LP. He is also a director on
the board of Te Atiawa Iwi Holdings. 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 Chris Gudgeon and
Mike Pohio’s election as Directors.
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 Chris
Gudgeon and Mike Pohio 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.
ARGOSY PROPERTY LIMITED
NOTICE OF ANNUAL MEETING 2022
---
Attending the meeting online
Our online meeting provides you the opportunity to
participate online using your smartphone, tablet or computer.
If you choose to attend online you will be able to view a live
webcast of the meeting, ask questions and submit your
votes in real time.
You
will need the latest version of Chrome, Safari or
Edge. Please ensure your browser is compatible.
HOW TO PARTICIPATE IN VIRTUAL/HYBRID MEETINGS
Visit https://meetnow.global/nz
When successfully authenticated, the home screen
will be displayed. You can watch the webcast, vote,
ask questions, and view meeting materials in the
documents folder. The image highlighted blue
indicates the page you have active.
The webcast will appear and begin automatically
once the meeting has started.
Voting
Resolutions will be put forward once voting is
declared open by the Chair. Once the voting has
opened, the resolution and voting options will appear.
To vote, simply select your voting direction from the
options shown on screen. You can vote for all
resolutions at once or by each resolution.
Your vote has been cast when the green tick appears.
To change your vote, select ‘Change Your Vote’.
Q&A
Any eligible shareholder/proxy attending the meeting
r
emotely is eligible to ask a question.
S
elect the Q&A tab and type your question into the
box at the bottom of the screen and press 'Send'.
Navigation
Access
Access the online meeting at
https://meetnow.global/nz, and select the required
meeting. Click 'JOIN MEETING NOW'.
If you are a shareholder:
Select 'Shareholder' on the login screen and enter
your CSN/Holder Number and Post Code. If you are
outside New Zealand, simply select your country
from the drop down box instead of the post code.
Accept the Terms and Conditions and click Continue.
If you are a guest:
Select Guest on the login screen. As a guest, you will
be prompted to complete all the relevant fields
including title, first name, last name and email
address.
Please note, guests will not be able to ask questions
or vote at the meeting.
If you are a proxy holder:
You will receive an email invitation the day before the
meeting to access the online meeting. Click on the
link in the invitation to access the meeting.
Contact
If you have any issues accessing the website please
c
all +64 9 488 8700.
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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