Argosy Property Limited logo

Argosy issues Notice of Annual Meeting

AGM18 May 2022ARGReal Estate

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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