Special Meeting of Shareholders – 35 Graham Street sale

NZX RELEASE

Special Meeting of Shareholders – 35 Graham Street sale

19 May 2022

On 13 April, Asset Plus (NZX: APL) announced its entry into a conditional agreement to sell 35 Graham
Street, Auckland. The agreement is conditional on the approval of an ordinary resolution of Asset Plus
shareholders.

Asset Plus gives notice that a special meeting of shareholders to consider the acquisition of 35 Graham
Street will be held on Friday 3 June 2022, at 1.15pm online at www.virtualmeeting.co.nz/aplsm22

Attached to this announcement, is a copy of the:

• Notice of Special Meeting;
• Proxy Voting Form;
• Executive summary of JLL’s valuation report on 35 Graham Street, Auckland.

-ENDS-

For further information, please contact:

Mark Francis
CEO, Centuria NZ, manager of Asset Plus Limited
+64 9 300 6161

Simon Woollams
Chief Operating Officer, Centuria NZ, manager of Asset Plus Limited
+64 9 300 6161

Stephen Brown-Thomas
Asset Plus Fund Manager, Centuria NZ, manager of Asset Plus Limited
+64 9 300 6161

Matthew Butt
Head of Investor Relations
Centuria Funds Management (NZ) Limited, Manager of Asset Plus
+64 21 610 631

---

Notice is hereby given that a Special
Meeting of Shareholders of Asset Plus
Limited will be held as follows:
Date of Meeting: 3 June 2022
Time: commencing at 1:15pm
Online: www.virtualmeeting.co.nz/aplsm22
SPECIAL MEETING OF
SHAREHOLDERS
19 MAY 2022

Important Note
1
Letter from the Chairman
2
Notice of Special Meeting
4
Explanatory Notes
5
Procedural Notes and Other Information
15
Defined Terms
16
Directory
17
Contents
In this Notice of Special Meeting the following has been included:
Special Meeting of Shareholders

This Notice of Special Meeting is an important document
and requires your attention. It should be read in its
entirety. This Notice of Special Meeting has been
prepared to advise you of the upcoming Special Meeting
and to assist you in understanding the Resolution to
be put to shareholders for consideration. The Board
encourages you to read this Notice of Special Meeting
and exercise your right to vote.
The Board recommends that if you are in any doubt as
to any aspect of the matters to be considered and voted
on at the Special Meeting, you should seek independent
financial or legal advice as soon as possible.
For all enquiries relating to this Notice of Special Meeting,
the Resolution or the Transaction, please contact the
manager of Asset Plus, Centuria Funds Management
(NZ) Limited, on +64 9 300 6161 or by email at
enquiries@centuria.co.nz or your financial adviser. If you
have any questions about how to complete the proxy
form, please contact the Registrar, the contact details for
which are set out in the Directory.
Forward-Looking Statements
This Notice of Special Meeting contains forward-looking
statements including, without limitation, forward-looking
statements regarding the impact of the sale of 35
Graham Street, the financial position, business strategy
and plans and objectives of management for future
operations of Asset Plus based on Asset Plus’ current
expectations about future events.
Forward-looking statements contained in this Notice
of Special Meeting are subject to known and unknown
uncertainties, assumptions and risks that could cause
the sale of 35 Graham Street not to occur or the actual
results, performance or achievements of Asset Plus
to differ materially from those expressed or implied
by such forward-looking statements. Such forward-
looking statements are based on numerous assumptions
regarding the settlement date for the sale of 35 Graham
Street and Asset Plus’ present and future business
strategies and the environment in which Asset Plus will
operate in the future. Matters not yet known to Asset
Plus or not currently considered material by Asset Plus
may impact upon these forward-looking statements.
Shareholders are cautioned not to place undue reliance
on such forward-looking statements.
General Information
The statements in this Notice of Special Meeting reflect
views held as at the date of this Notice of Special Meeting.
Unless otherwise indicated, capitalised terms have the
meaning set out in the Glossary.
All references to time in this Notice of Special Meeting
are to New Zealand Standard Time (unless the context
requires otherwise).
Any reference to “$” or “dollars” is to New Zealand currency.
Due to rounding, some totals may not correspond with
the sum of the separate figures.
NZX
NZX has confirmed that it does not object to this Notice
of Meeting. However, NZX takes no responsibility for any
statement in this Notice of Meeting.
Important Note
Further Important Information
The executive summary of the JLL valuation
report on 35 Graham Street as at 31 March
2022 (the JLL Valuation Executive Summary) is
enclosed with this Notice of Special Meeting.
A presentation providing further important
information in relation to Asset Plus’ financial
results for the year ended 31 March 2022,
including an update on the Asset Plus’
property portfolio is available at
www.assetplusnz.co.nz/35GrahamStSale
(the Results Presentation).
You should read the JLL Valuation Executive
Summary and the Results Presentation in full, as
those documents contain important information
to assist you in determining whether to vote in
favour of the Resolution.
Asset Plus is subject to continuous disclosure
obligations under the Listing Rules. Asset
Plus may, prior to the Special Meeting, make
additional releases to NZX. Market releases by
Asset Plus, including its most recent financial
statements, are available at www.nzx.com/
companies/APL/announcements. Asset Plus
recommends that you monitor Asset Plus’
market announcements following the date of
this Notice of Special Meeting.
Special Meeting of Shareholders
1

Letter from
the Chairman
Dear Shareholder,
SALE OF 35 GRAHAM STREET
VOTE IN FAVOUR
We are pleased to invite you to attend a special
meeting of the Shareholders of Asset Plus, which will
be held online at www.virtualmeeting.co.nz/aplsm22
commencing at 1.15pm on Friday, the 3rd of June 2022
(the Special Meeting).
Background and Overview of the
Transaction
At the Special Meeting, Shareholders will be given
the opportunity to vote on the proposed sale of the
property at 35 Graham Street, Auckland Central
(the Property or 35 Graham Street) by Asset
Plus Investments Limited (APIL) (a wholly owned
subsidiary of Asset Plus) to Mansons TCLM Limited
(Mansons) for $65.0 million (the Transaction).
It is the Board’s unanimous recommendation that
shareholders vote in favour of the proposed resolution
for the reasons set out in this Notice of Special Meeting.
The Property was acquired in mid-2019 with short-term
holding income over a 2-year period from settlement,
with redevelopment prospects available for either a light
refurbishment option, or extensive redevelopment by
adding 2 to 3 floors of additional office space. Design and
consenting workstreams for the preferred redevelopment
option were promptly undertaken with resource consent
for the proposed redevelopment obtained in February
2021, concurrent with marketing of the Property to
secure leasing commitments.
At the time of acquisition, the office market sector was
buoyant, with a shortage of prime space available
making the acquisition and development potential of the
Property appealing, whilst also providing the flexibility
of reducing the scale of the development if market
conditions changed, or sufficient leasing pre-commitment
could not be obtained. During this period, we also
secured the Munroe Lane development opportunity
and launched a $100.0 million capital raise to fund
both projects. That capital raise unfortunately had to
be withdrawn due to turbulent market conditions and
uncertainty as the COVID-19 pandemic took the world
by surprise in early 2020.
1
Although the fundamentals of the Property remained
attractive despite the short-term impacts of the
pandemic and a number of prospective tenants indicated
their interest in the Property, pre-leasing efforts have
been hampered. Key factors affecting pre-leasing
were the national and regional Government mandated
lockdowns that endured throughout 2020 and 2021,
along with the resultant temporary working from
home mandates, significant sublease space coming
to market, ongoing uncertainty regarding Government
mandated restrictions and evolving COVID variants.
Notwithstanding, there have been a number of significant
lease transactions occurring during the period for near
complete, or complete, new build construction projects
with 6-star Green Star ratings. This activity demonstrates
the benefits of having the capability to build ‘on spec’ to
respond to occupier demands, the benefits of having a
balance sheet capable of facilitating this, as well as an
ability to adopt a high level of delivery risk.
Whilst we were able to extend the lease to Auckland
Council over part of the Property to provide additional
short-term holding income, the enduring nature of the
lockdowns and ongoing impacts on office occupancy and
demand has unfortunately persisted for longer than we
anticipated, and as a result no leasing pre-commitment
has been achieved. Given the enduring impacts of
this, along with the convergence of a now increasing
interest rate environment, and supply chain impacts on
increasing construction costs and delivery challenges has
meant that the best option for the Company is to forego
this opportunity given our current financial capability.
The reduced $60.2 million capital raise launched in
September 2020 was predicated on the basis that a
further capital raise and/or sales of further assets would
need to occur to fund the 35 Graham Street development.
Given the lack of leasing pre-commitment for the
Property at this point and the Company’s current share
price relative to NTA, the Board does not consider that
a capital raise to fund a development of the Property is
currently a viable option for the Company.
Accordingly, continuing with the increased delivery risk
and revised forecast financial metrics to deliver the 35
Graham Street development in the current environment
is not practical for the Company. Holding the Property
absent any leasing commitment would be an ineffective
use of capital and would impede the potential to
reinstate dividends. A sale of the Property is therefore
the best currently available option to preserve value
for Shareholders and to provide a stable platform from
which to move forward.
1
A subsequent $60.2 million capital raise to fund the Munroe Lane development launched and completed in September 2020.
19 May 2022
Special Meeting of Shareholders
2

Given the scale of the Property and associated costs to
unlock the opportunity in its current form, the Company
considered that there was a very limited pool of potential
purchasers who would be in a position to acquire the
Property. Following an unsolicited offer from Mansons,
the Company canvassed that limited pool on an off-
market basis. The offer received from Mansons was,
following negotiation, considered by the Board to be the
best available offer and, that it was in the Company’s
best interests that it be accepted.
The $65.0 million (plus GST, if any) sale price for the
Property represents a premium to the 31 March 2022
independent valuation by JLL of $56.0 million. The net
present value of the Transaction is $59 million
2
which is
also above the JLL Valuation.
The sale proceeds will be utilised to retire debt,
which is anticipated to reduce the Company’s debt to
approximately $19.0 million, or a 10% LVR.
Settlement is not expected to occur until 1 December
2023 at the earliest. However, a 10% ($6.5 million)
deposit is payable by Mansons once Shareholder
approval to the Transaction is obtained. Once received,
that deposit will be utilised to retire debt. Mansons
has a demonstrated track record of performance, and
we therefore consider Settlement risk to be low. The
extended Settlement date also affords the Company time
to complete the Munroe Lane development and consider
how market conditions develop over the intervening
period, which will strongly position the Company
to capitalise on potential future opportunities once
Settlement occurs given the forecast gearing for
the Company of 10% after Settlement.
Shareholder Approval Required
Asset Plus is holding the Special Meeting to consider
the approval by Shareholders of the Transaction. The
Resolution to approve the Transaction is an ordinary
resolution requiring a simple majority (i.e., over 50%) of
the votes of those Shareholders who are eligible to vote
and voting being in favour.
Ahead of the Special Meeting, the Board encourages
you to carefully read the Explanatory Notes included
with this Notice of Special Meeting, the JLL Valuation
Executive Summary and the Results Presentation which
details Asset Plus’ financial results for the year ended
31 March 2022 and an update on its property portfolio.
In particular, you should refer to section 9 in this Notice
of Special Meeting that describes the risks in more detail
before making an investment or a voting decision.
The Board considers that the potential benefits of the
sale outweigh the potential risks of retaining the Property
and unanimously recommends that shareholders vote in
favour of the Resolution.
As the Special Meeting is being held at short notice,
it is being held virtually. Shareholders can attend
the Special Meeting virtually via an online platform
provided by our share registrar, Link Market Services
at www.virtualmeeting.co.nz/aplsm22. You can also
cast a proxy vote in advance of the Special Meeting.
Shareholders attending and participating in the Special
Meeting virtually via the online platform will be able
to vote and ask questions during the Special Meeting.
More information regarding virtual attendance at
the Special Meeting (including how to vote and ask
questions virtually during the Special Meeting) is
available in the Virtual Meeting Online Portal Guide
available at www.virtualmeeting.co.nz/help.
If you wish to vote in advance of the Special Meeting, it
is important that your vote is received before 1.15pm on
Wednesday, 1 June 2022 to ensure that it is counted.
Further details on how to vote and where to return your
proxy/postal voting form are included on the form itself,
as well as in this Notice of Special Meeting.
On behalf of the Board, we thank you for your continued
support, and we welcome your consideration of the
proposal to sell 35 Graham Street.
Yours sincerely,
Bruce Cotterill
Chairman
2
The net present value is determined based on the discounted future cashflows up to and including Settlement.
Special Meeting of Shareholders
3

Notice of Special Meeting
of Shareholders
Notice is hereby given that a Special Meeting of
Shareholders of Asset Plus Limited (Asset Plus or the
Company) will be held at 1.15pm on Friday, the 3rd of
June 2022 online at www.virtualmeeting.co.nz/aplsm22.
Capitalised terms used herein have the meanings set out
in the Glossary.
Agenda
1. Chairman’s Introduction and Address.
2. Presentation on the proposed sale of 35 Graham
Street, Auckland Central.
3. Shareholder questions.
4. Consideration of and voting on the Resolution
Resolution
(as an Ordinary Resolution):
That the sale of the property located at 35 Graham
Street, Auckland Central for $65.0 million plus GST
(if any) by Asset Plus Investments Limited, a wholly-
owned subsidiary of Asset Plus Limited, to Mansons
TCLM Limited (on terms described in further detail in the
Explanatory Notes within the Notice of Special Meeting
dated 19 May 2022), be approved for all purposes
(including NZX Listing Rule 5.1.1(b)).
Explanatory Notes
Explanatory Notes on the above Resolution and the
reasons for the Directors’ recommendation are set out on
the following pages.
Also enclosed with this Notice of Special Meeting
is the executive summary of the Jones Lang LaSalle
(JLL) valuation report on the Property as at 31 March
2022. The full valuation report is available at
www.assetplusnz.co.nz/35GrahamStSale or on request
from the Company. Any shareholder who requests a copy
of the full valuation report will be emailed or couriered
a copy free of charge. Copies of the report may be
requested from Centuria NZ by calling +64 9 300 6161
or emailing enquiries@centuria.co.nz. The Company is
not aware of any material changes since that time that
would impact the valuation of the Property.
While the JLL valuation report is dated 31 March 2022,
Asset Plus does not consider that the valuation of the
Property has materially changed since this date.
The Board unanimously recommend that the
shareholders approve the sale of 35 Graham Street,
Auckland Central. The Board views the Transaction
as being in the best interests of Asset Plus and its
shareholders.
By order of the Board
Bruce Cotterill
Chairman
19 May 2022
Special Meeting of Shareholders
4

Explanatory
Notes
ContentsPage
1.Background and Introduction
6
2.Details of the 35 Graham Street Transaction
6
3.Impact of the Transaction
8
4.What is the rationale for selling 35 Graham Street now?
11
5.What will Asset Plus do with the proceeds of the sale of 35 Graham Street?
11
6.Valuation Summary
12
7.Investment Strategy
13
8.What are the implications of the Transaction not proceeding?
13
9.What are the key risks of the Transaction?
14
Special Meeting of Shareholders
5

Explanatory
Notes
1. Background and Introduction
1.1 Background
The purpose of the Special Meeting is to consider and, if
thought fit, to pass the Resolution set out in the Notice
of Special Meeting. Explanations of the Resolution and a
detailed discussion of the Transaction are set out below.
The Board recommends to Shareholders that if they
are in any doubt as to any aspect of the matters to be
considered and voted on at the Special Meeting, they
should seek independent financial or legal advice in
relation to those matters.
The Resolution at the Special Meeting will be passed if it
is passed by Ordinary Resolution. An Ordinary Resolution
means a resolution passed by a simple majority of the
votes of those Shareholders entitled to vote and voting on
the resolution.
1.2 Introduction to the resolution
The Resolution provides for Shareholders to consider
and, if thought fit, approve the sale of 35 Graham Street.
Asset Plus Investments Limited (APIL or Vendor) (a wholly
owned subsidiary of Asset Plus Limited (Asset Plus or
the Company)) has entered into a Sale and Purchase
Agreement with Mansons TCLM Limited (Mansons or
Purchaser) under which APIL would sell 35 Graham
Street to Mansons. The Sale and Purchase Agreement is
described in more detail below, but provides, among other
things, that the Transaction with Mansons is conditional
only on approval by the Company’s Shareholders.
1.3 Why is the resolution required?
NZX Main Board Listing Rule 5.1.1(b) requires approval of
an Ordinary Resolution of Shareholders if the Company
(or any subsidiary of the Company) enters into any
transaction to sell or dispose of any assets in respect
of which the gross value is above 50% of the Average
Market Capitalisation
3
of the Company.
The sale price of $65.0 million for the Property exceeds
50% of the Company’s Average Market Capitalisation
as at 12 April 2022 (the date the Sale and Purchase
Agreement was entered into), which was approximately
$94.85 million. Accordingly, the approval of Shareholders
to the Transaction is being sought by Ordinary Resolution.
The Company is not aware of any voting restrictions
applying to voting on the resolution under the NZX Main
Board Listing Rules.
1.4 Major shareholder intends to vote in favour
Asset Plus understands that its major shareholder,
Centuria Capital Limited (NZ) No.1 Limited (Centuria),
4, 5

which currently holds 19.99% of the Shares, currently
intends to vote all of the Shares that it holds in favour of
the Resolution. The Board considers that this provides an
endorsement of the sale of 35 Graham Street.
2. Details of the 35 Graham Street
Transaction – Material Terms
The Sale and Purchase Agreement is based on the most
recent edition of the ADLS/REINZ Sale and Purchase
Agreement, as amended and supplemented by further
terms of sale. The material terms of the Sale and
Purchase Agreement are as follows:
The Property35 Graham Street, Auckland
VendorAsset Plus Investments Limited
PurchaserMansons TCLM Limited
Settlement
Date
1 December 2023, subject to the
Purchaser having the right to defer
Settlement for 12 months until 1
December 2024 by giving the Vendor
written notice prior to 1 October 2023
Purchase
Price
$65 million, increasing to $68 million if the
Purchaser exercises its right to extend the
Settlement date to 1 December 2024
Deposit$6.5 million (10%) deposit, increasing to
$13.6 million if the Purchaser exercises its
right to extend the Settlement date to 1
December 2024. The deposit is refundable
if the Purchaser terminates the Sale and
Purchase Agreement pursuant to the
termination rights outlined below. It is not
refundable if the Purchaser defaults on
Settlement.
ConditionsThe approval of the Transaction by
Asset Plus’ Shareholders in accordance
with Asset Plus’ constitution, the Listing
Rules, the Companies Act 1993 and
all applicable laws and notifying the
Purchaser of such approval before 5pm on
3 June 2022.
3
The Average Market Capitalisation of Asset Plus is, in relation to the Transaction, the volume weighted average market capitalisation of Asset Plus’ ordinary shares calculated from
trades on the NZX Main Board over the 20 Business Days (as defined in the Listing Rules) before the earlier of the day the Transaction is entered into or announced to the market.
4
Centuria is the parent company of the Manager.
5
Centuria has confirmed that neither it, nor any of its directors have a conflicting relationship with the Purchaser.
Special Meeting of Shareholders
6

Termination
Rights
The Purchaser has the following
termination rights under the Sale and
Purchase Agreement:
(a) If, prior to the giving and taking of
possession, the Property is destroyed
or damaged and such destruction has
not been made good by Settlement, the
Purchaser may terminate the Sale and
Purchase Agreement if the destruction
or damage has been sufficient to
render the Property untenantable and
it is untenantable on the Settlement
date. Alternatively, the Purchaser
may proceed with Settlement at the
purchase price less a sum equal to
any insurance moneys received or
receivable by the Vendor in respect of
the damage.
(b) If the Vendor does not complete
settlement in accordance with the
terms of the Sale and Purchase
Agreement.
Unconditional
Date
3 June 2022
Other Key
Terms
The Property is sold on an as-is where
is basis. The only warranties given
are standard warranties on matters
at Settlement such as electrical and
other installations being unencumbered
property, no arrears of rates or water
charges, the building having a current
building warrant of fitness and not
being aware of any notices or demands
being received from local or government
authorities.
The Vendor retains the right to lease the
Property before Settlement so long as the
Property is vacant at Settlement.
The Vendor and the Purchaser to agree
the allocation of the purchase price
between land, buildings and chattels. If
they are unable to agree, the allocation is
to be determined by an appointed expert.
The purchase price for the Property is $65.0 million plus
GST (if any), which is in excess of the 31 March 2022
independent valuation by JLL of $56.0 million. A copy of
the JLL Valuation Executive Summary is included with
this Notice of Special Meeting.
The sole condition of Settlement under the Sale and
Purchase Agreement is the approval of the Transaction by
Asset Plus’ Shareholders. If this condition is not satisfied by
3 June 2022, the Transaction cannot proceed (and either
party may cancel the Sale and Purchase Agreement ).
If the Resolution is approved by Shareholders, the Sale
and Purchase Agreement will become unconditional and
a $6.5 million deposit will become payable immediately
by the Purchaser to the Vendor.
The remainder of the purchase price is payable on the
Settlement date, which is either 1 December 2023, or
1 December 2024 if the Purchaser exercises their right
to extend Settlement (subject to the purchase price
increasing to $68.0 million and a further $7.1 million
deposit (so that the total deposit representing 10% of the
adjusted purchase price) being payable).
Given the scale of the Property and associated costs to
unlock the opportunity in its current vacant form, there
was a very limited pool of potential purchasers who
would be in a position to acquire the Property. This pool
was canvassed on an off-market basis following receipt
of Mansons’ unsolicited offer, and the offer received from
Mansons was considered by the Board to be the best
offer received during that process.
The 1 December 2023 Settlement date was requested
by the Purchaser. Asset Plus does not consider this to
be an unusual request in the market, particularly for a
property that is currently vacant and does not produce
any income.
The increase in purchase price associated with the
right to defer settlement by a further 12 months to 1
December 2024 was negotiated by Asset Plus and
reflects the time value of money, and the anticipated
vacant status of the building until Settlement occurs.
The risks associated with an extended Settlement date
are deemed low, given the counterparty. This risk is
discussed further in Section 9 of this Notice of Meeting.
Special Meeting of Shareholders
7

3. Impact of the Transaction
3.1 Impact of the Transaction
Asset Plus considers the key impacts of the
Transaction are:
• Eliminates leasing and development/delivery risk at
the 35 Graham Street property.
• Reduces Asset Plus’ debt to a forecast 10% LVR
post Settlement.
• Mitigates capital constraints in relation to the 35
Graham Street property, absent any significant
leasing pre-commitments.
• The $65.0 million sale price (plus GST, if any)
represents a premium to the 31 March 2022
independent valuation prepared by JLL of
$56.0 million.
• The net present value of the transaction is $59
million which has been determined based on the
discounted future forecast cashflows up to and
including Settlement. Shareholders will note that
the fair value of 35 Graham Street recorded in the
Company’s financial statements to 31 March 2022 is
the net present value of $59 million. This represents
a loss of $3.35 million against the previous carrying
value. The previous carrying value reflected the
31 March 2021 valuation of $59.5 million plus
construction work in progress incurred for the period
from when the property was acquired in 2019
through to 31 March 2022.
The annualised forecast impact on financial performance
is set out below;
• As 35 Graham Street is currently vacant, and is to
be sold vacant, there is no reduction in gross rental
income assumed in the impact analysis.
• Saving on operating expenses (OPEX) incurred by
the landlord as the Property is vacant. The OPEX is
forecast to be $0.552 million per annum when the
property is vacant.
• Reduction in management fees, being 0.50% of the
Property’s value. This is forecast to be $0.325 million.
• Reduction in interest costs as the sale proceeds are
to be applied as a debt repayment. The forecast
annualised reduction in interest costs is $3.3 million
based on a forecast interest rate of 5.75%. If the
effective interest rate was to be higher then the
impact will be greater. A 1% interest rate movement is
equivalent to +/-$0.60 million on an annualised basis.
Offsetting the above is the available depreciation claim in
respect to 35 Graham Street (for taxation purposes only)
which is currently approximately $0.7 million per annum.
Shareholders should note that this depreciation claim
would continue to decrease in each subsequent year.
If 35 Graham Street was 100% leased at a net rental
of $4.3 million (the assessed current market rental as
set out in the valuation) the impact of the Transaction
and a corresponding debt repayment for the quantum
of sale proceeds would be broadly neutral. The JLL
valuation assumes approximately $8 million of capital
expenditure or refurbishment works to derive this level
of rental assumed.
The table below represents the forecast annualised view
(at various points in time) for the following four scenarios
and then sets out the impact of the Transaction.
Scenarios 2, 3 and 4 do not represent a financial year
ending 31 March and have been represented in this
way so that the impacts can be easily identified.
Note: the impact of the deposit (debt repayment ) is
reflected in Scenarios 2 and 3. The interest cost saving
is $0.37 million per annum in respect to the $6.5 million
debt repayment.
All scenarios assume that 35 Graham Street is vacant
up until the Settlement date.
1. The year ended 31 March 2022 audited
financial performance. Please refer to slides
8 to 10 of the Results Presentation for further
details on Asset Plus’ financial performance for
the year ended 31 March 2022.
2. The impact of the Munroe Lane development being
completed and fully leased but with only
the committed 15 year Auckland Council lease.
3. The impact of Munroe Lane being completed
and fully leased.
4. The sale of 35 Graham Street leaving Munroe Lane
and Stoddard Rd as the only two income producing
investment properties.
Special Meeting of Shareholders
8

If the Purchaser exercised their option to extend the Settlement date to 1 December 2024 then the annualised view in
Scenarios 2 or 3 is applicable until such time as Settlement occurs, at which time, Scenario 4 applies.
The final column separately identifies the impact that the sale of 35 Graham Street has on Scenario 3. For example “Total
Net Revenue” increases by $552,000 following the sale of 35 Graham Street.
Scenario1234
Annualised Pro Forma Profit and Loss
March 2022
$’000s
Only council
lease at Munroe
Lane, Graham
Street vacant
(June 2023)
$’000s
Munroe Ln
fully leased.
Graham St
vacant
(June 2023)
$’000s
Sale of
Graham St
(Dec 2023)
$’000s
Impact
(sale of
Graham St)
$’000s
Net rental by property
Eastgate3,701----
Stoddard Rd2,4242,5772,5772,577-
Munroe Lane - net rent-4,8837,5727,572-
Munroe Lane - unrecovered opex-(441)---
Graham St - net rental1,663(552)(552)--
Other opex(59)(20)---
Total Net Revenue7,7296,4479,59710,149552
Corporate costs(724)(944)(944)(944)-
Management fee(987)(1,230)(1,280)(955)325
Total Operating Income6,0184,2737,3738,250877
Funding - 5.75%(1,549)(4,330)(4,387)(1,078)3,309
Net Profit before Taxation4,469(56)2,9867,1724,186
Forecast Funds from Operations (FFO)4,408443,0867,272
FFO - EPS (cents)1.220.010.852.00
Forecast WALE (years)2.26.07.39.5
Forecast Occupancy %58%55%76%100%
Key assumptions:
The net rental forecasts for Stoddard Road are based on
committed leases with assumptions in respect to near
term lease expiries and relevant leasing activity. The
Stoddard Road property is forecast to remain at close
to 100% occupancy in the medium term. All leases are
either renewed on lease expiry or a new tenant is secured
if an existing tenant vacates. See slide 17 of the Results
Presentation for an update on Stoddard Road.
The $7.57 million net rental at Munroe Lane reflects the
fully leased position based of forecast rental levels. The
committed Auckland Council lease reflects $4.7 million of
net rental. See slides 20-21 of the Results Presentation for
an update on Munroe Lane.
Operating costs at 35 Graham Street have been
forecast at $0.552 million per annum up to Settlement
from 1 April 2022.
In respect to each scenario the corporate costs are held
constant as they are relatively fixed and the management
fee is linked to the forecast gross asset value. The impact
is presented at a net profit before tax level noting that
depreciation at 35 Graham Street is able to be claimed
up to 31 March 2023 but only building depreciation in the
year of sale.
The forecast funds from operations (FFO) is also set out
which does consider the tax position in future periods. It
is expected that a tax loss will be reported in FY23, which
will be carried forward to future years as the company is
at breakeven prior to further benefits of tax deductions
including depreciation and deductible interest in respect to
the development funding. Adjusted funds from operations
(AFFO) is not however forecast as the potential lease
incentives payable at Munroe Lane cannot be quantified.
There are no fair value adjustments represented in the
above pro-forma information.
Special Meeting of Shareholders
9

The below is the forecast pro forma balance sheet position for each of the above four scenarios.
The Results Presentation includes more detail on the 31 March 2022 balance sheet on slides 11 and 14.
Scenario1234
March 2022
$000s
Only council
lease at Munroe
Lane, Graham
Street vacant
(June 2023)
$’000s
Munroe Ln fully
leased. Graham
St vacant
(prior to sale)
$000s
Sale of
Graham St
(Dec 2023)
$000s
Stoddard Rd43,50043,50043,50043,500
Eastgate43,450---
Munroe Lane67,516139,400147,500147,500
Graham Street59,00063,00065,000-
Kamo2,900---
Total investment property (including held for sale)216,366245,900256,000191,000
Deposit received(1,500)(6,500)(6,500)-
Working capital3882,0002,0002,000
Borrowings55,70075,30076,30018,750
Forecast Net Tangible Assets (NTA)159,554166,100175,200174,250
NTA (cps)44.045.848.348.0
LV R25.7%31%30%10%
Key Assumptions
• The 31 March 2022 fair value for 35 Graham Street
reflects the discounted future cash flows (time value
of money) up until the anticipated 1 December 2023
Settlement date. This includes the initial deposit of $6.5
million, operating costs up to Settlement and then the
balance of the sale proceeds on 1 December 2023.
• The future carrying value at 35 Graham Street also
includes the corresponding interest receivable which
will increase up to the Settlement date of the Property
as the discount impact unwinds. See also the fair
value analysis set out in section 6.
• 35 Graham Street is not held for sale as at 31 March
2022 as there was no active campaign in place at
that time and Settlement will not occur until after 31
March 2023.
• $6.5 million of debt is repaid once the deposit is
received in early June 2022.
• Eastgate Shopping Centre, which is held for sale as
at 31 March is assumed to settle by 1 July 2022. $40
million of debt is repaid and the balance of the sale
proceeds is held as working capital.
• Munroe Lane development is forecast to be
completed in the quarter ending 30 June 2023 and
is fully leased ($147.5 million is the current forecast
as if complete valuation as at 31 March 2022). The
forecast cost to complete is funded by the $66.2
million Munroe Lane development debt facility.
• Kamo is assumed to be sold in the year ending 31
March 2023 at the current fair value of $2.9 million,
hence it is also held for sale as at 31 March 2022.
The net sale proceeds are expected to be used to
repay debt.
• Forecast debt levels reflect the timing of divestments
and forecast completion of the Munroe Lane
development.
• Stoddard Rd is held constant at the current
valuation level.
• There is a deferred tax liability of $0.31 million as
at 31 March 2022 which represents the building
depreciation claimed at 35 Graham Street to date.
The purchase price allocation is still to be agreed in
accordance with the terms of the SPA.
Funding structure
Please refer to slide 12 of the Results Presentation which
summarises the Company’s current bank facilities.
Special Meeting of Shareholders
10

4. What is the rationale for selling
35 Graham Street now?
• The transaction de-risks the company with
forecast drawn debt expected to reduce to $19
million on Settlement of 35 Graham Street by
removing any further capital commitments
(aside from Munroe Lane).
• There has been a structural shift in office leasing
sentiment and investor appetite in the office sector
post COVID-19 which has impacted on the ability to
lease the Property to date.
• The inability to secure lease commitments under
either development scenario for the Property has put
further capital constraints on the Company as the
Property cannot be developed without significant
prior tenant pre-commitment.
• The Company does not have the balance sheet
capacity, nor income profile across the Company’s
assets to hold the asset vacant for an extended
period of time.
• The current forecast margins associated with either
development scenario are no longer sufficient
relative to the risk profile for delivery.
• Equity would likely be required to fund either
development scenario and a capital raise is not a
feasible option at this time.
• Positions the Company to navigate the next 12-18
months with certainty and capitalise on future
opportunities once the current dynamic conditions
normalise, given the low LVR forecast on a look-
through basis.
• The sale will realise capital above the 31 March
2022 JLL independent valuation of $56 million
(based on the sale price and its net present value
7
).
This compares to a material share price discount to
NTA. The share price closed at 25.5 cents on 12 April
2022, the date of the Sale and Purchase agreement
with NTA being 44.0 cents as at 31 March 2022.
5. What will Asset Plus do
with the proceeds of the sale of
35 Graham Street?
The proceeds from the sale of the Property will be
applied to repay a proportion of the Company’s debt.
The initial deposit payable of $6.5 million, which (if
the Resolution is approved) will be received in early
June 2022 will be applied as a debt repayment with
the remaining Settlement proceeds of $58.5 million
also applied as a debt repayment at Settlement on
1 December 2023. Forecast drawn debt following
Settlement is expected to be approximately $19 million
which will represent a forecast gearing (LVR) of 10%.
BNZ (the Company’s lender) is supportive of the sale and
the strategy to reduce debt.
The net sale proceeds are forecast to be $64.3 million
with no discounting. The costs of sale are forecast to be
$0.7 million including real estate agent’s commission,
legal fees and shareholder meeting costs.
The Company’s current loan facility expires on 30
September 2023. It is intended that a refinancing
is completed in late 2022 when the Munroe Lane
development closer to completion and further leasing
is achieved. It is expected that upon completion of
the Munroe Lane development, the Munroe Lane
development debt facility from BNZ will convert to an
investment debt facility. An investment debt facility does
not usually contain terms applicable to a commercial
property development (such as conditions that Asset
Plus must satisfy in order to drawdown under the facility).
The interest rate margin and term are also expected
to be amended as part of converting the Munroe Lane
development debt facility to an investment debt facility.
The sale of 35 Graham Street will also assist with that
refinancing process.
Amendment to Loan Facilities
Asset Plus has also agreed a variation to its loan facility
agreement whereby the Interest Cover Ratio (ICR) will
not be tested from 1 April 2022 to 31 March 2023. The
table below sets out the amendments assuming a sale
of 35 Graham Street but also if the Transaction does not
proceed. Further details are set out on slide 13 of the
Results Presentation.
7
The net present value of the transaction is $59 million which has been determined based on the discounted future forecast cashflows up to and including Settlement.
Special Meeting of Shareholders
11

Summary of Loan
Amendments
If Graham St
sold
If Graham St
not sold
Debt repayment
required (limit
reduction)
$46.5 million$40.0 million
ICR (FY23)
Not tested from 1
April 2022 to 31
March 2023
Not tested from 1
April 2022 to 31
March 2023
ICR from
1 April 2023
1 times cover
from 1 April 2023,
increasing to 1.5
times as at 30
September 2023
1 times cover
from 1 April 2023,
increasing to 1.75
times as at 30
September 2023
Leasing
milestones by 30
September 2022
(event of review
if insufficient
leasing
completed)
Linked solely to
Munroe Lane
Linked to both 35
Graham Street &
Munroe Lane

As noted above, if the leasing milestones are not met
by 30 September 2022, an “Event of Review” will occur
under the BNZ facilities. Following an Event of Review,
Asset Plus and BNZ must enter into negotiations with a
view on agreeing the terms on which BNZ is willing to
continue to make the facilities available to Asset Plus.
If, after 30 days, the underlying cause of the Event of
Review has not been remedied or the parties have not
agreed to the terms on which BNZ will continue to make
the facilities available, then BNZ may give written notice
to Asset Plus that an “Event of Default” has occurred (at
which point the facility agreement will be cancelled and
the outstanding moneys under the facilities will become
due and payable on the date specified in that notice,
which must not be less than 20 days after the date of
that notice).
In the table above $40 million of the debt repayment
relates to the Eastgate settlement with a further $6.5
million relating to the 35 Graham Street deposit.
As noted above, the 35 Graham Street settlement
proceeds will also be applied as a debt repayment on 1
December 2023.
6. Valuation Summary
Key outputs and assumptions from JLL’s 31 March 2022
valuation of the Property are:
“as is” valuation as
at 31 March 2022
Valuation$56,000,000
Annual Net Contract Income($1,451,364)
Annual Market Net Rental Income
(fully leased)
$4,335,285
Passing Yield % (fully leased)7.74%
Equivalent Market Yield %5.96%
WALE (years)0.00
Internal Rate of Return (10 years)7.11%
Rate/sqm of Lettable Area$4,514
Current Vacancy100%
As at 31 March 2022 the fair value of 35 Graham Street
in Asset Plus’ financial statements is $59 million. This is
determined by discounting the forecast future cash flows
(including receipt of the purchase price) up to the
1 December 2023 Settlement date. The key assumptions
are set out below:
• Discount rate of 5.5% which under NZ IFRS is to
reflect the counterparty credit characteristics. The
5.5% has therefore been assumed based on the
forecast funding cost of the purchaser up to the 1
December 2023 Settlement date.
• Settlement on 1 December 2023.
• Sale price of $65 million.
• Deposit paid in early June 2022 of $6.5 million (if
Resolution passed).
• Forecast OPEX based on insurance and rates and
other minor OPEX (FY23 OPEX budget of ~$0.5m).
• No CAPEX assumed.
• No rental income assumed. There may be minimal
income derived but this is not considered material
and is considered upside.
• A shift in the Settlement date to 1 December 2024
does not materially alter the fair value of the Property
(is a ~$0.3m differential at a 5.5% discount rate).
Special Meeting of Shareholders
12

7. Investment Strategy
The 35 Graham Street sale is driven by a change in
market conditions since acquisition which has impacted
on the ability to deliver on the intended strategy for the
Property. The change in conditions has been threefold:
• adverse change in office leasing sentiment from a
leasing perspective;
• an increase in delivery risk driven by supply chain
constraints and significant cost escalation; and
• an increasing interest rate environment,
which cumulatively have unfavourably impacted on
the original business case. The Company’s strategy
to provide superior risk adjusted returns through the
judicious development of new and existing assets,
astute judgement of risk, whilst maintaining a strong
balance sheet can no longer be delivered on in respect
of 35 Graham Street. Accordingly, this has impacted
on the ability to fund any form of refurbishment or
redevelopment ‘on spec’ which has lead to the capital
management initiative to divest the asset and repay debt.
The Transaction reduces the look through drawn debt to
~$19 million or gearing at 10% as at 1 December 2023.
The Company has also recently suspended dividends
until sustainable operating earnings are derived.
The Transaction provides a more certain pathway to
reinstating dividends once Settlement occurs and the
Munroe Lane development is completed and fully leased.
The Munroe Lane development is now the company’s
primary focus, which also includes leasing up the
balance of that property. The development is expected
to complete in the quarter ended 30 June 2023. This
development is currently approximately 55% complete
on a cost basis with the cost to complete funded by a
committed development facility.
A combination of the 35 Graham Street sale and the
completion of the Munroe Lane development is expected
to set a stable platform for the future of the Company
with the LVR forecast at 10% following settlement.
8. What are the implications of the
Resolution not being approved?
The Sale and Purchase Agreement is conditional on
Asset Plus’ Shareholders approving the Resolution.
Should the Resolution not be approved, the Transaction
will not complete. Asset Plus will not incur financial
penalties under the Sale and Purchase Agreement if the
Transaction is not approved and will only incur a small
amount of legal and meeting expenses estimated at less
than $0.1 million.
As noted above in section 3, the forecast annual impact
of the Transaction is an increase in net profit before
taxation of $4.2 million which includes a reduction in
interest costs, a reduction in operating costs and reduced
management fees. There is also an immediate interest
cost saving of $0.37 million per annum as a result of
the $6.5 million deposit being used to repay debt. This
excludes any available depreciation claim.
In addition to the financial impact set out in Section
3 further potential impacts of the transaction not
proceeding are:
• The Property is currently vacant and no longer
income producing. There has been an inability to
lease the Property to date given market conditions.
It may take a further prolonged period of time to
secure lease commitments.
• There will likely be a need for further equity to
redevelop or refurbish 35 Graham Street to assist
with leasing and / or assist in reducing debt as set out
below, given existing balance sheet capacity versus
forecast refurbishment and redevelopment costs.
• There is potential for an event of review to occur
under the BNZ facilities if leasing commitments are
not achieved at 35 Graham Street and/or Munroe
Lane prior to the expiry of the no test ICR period
through to 31 March 2023. This could lead to a
potential default under the Company’s loan facilities.
This would directly affect to the Company’s ability to
complete the Munroe Lane development if an event
of default was triggered.
• The current BNZ facilities expire on 30 September
2023. If 35 Graham Street remains vacant, without
any leasing commitments, or it is not unconditionally
sold, this will likely affect the terms required by BNZ
in order to extend the facility.
Special Meeting of Shareholders
13

9. What are the Key Risks of the Transaction?
Like any significant transaction for a group of companies, the Transaction is not free from risk. This section describes
the circumstances that the Board is aware of that exist or are likely to arise associated with the sale and which may
affect the Company’s future operating performance and financial position and the value of the Company’s shares as
a result of the Transaction.
Where practicable, the Company seeks to implement risk mitigation strategies to minimise the exposure to some of
the risks outlined below, although there can be no assurance that such arrangements will fully protect the Company
from such risks.
You should carefully consider these risks before deciding how to vote in respect of the Resolution. The statement of
risks in this section does not take account of the personal circumstances, financial position or investment requirements
of any particular shareholder. It is important, therefore, that before making any voting decision, you give consideration
to the suitability of an investment in Asset Plus’ shares in light of your individual risk profile for investments, investment
objectives and personal circumstances (including financial and taxation issues).
The key risks, their likelihood and the Company’s mitigation strategies are listed below:
IssueDescription LikelihoodMitigation
Settlement riskThe property is to be delivered
vacant. If there was a
default on Settlement by the
Purchaser, Asset Plus would
essentially have lost 20 months
to either lease the property
or find another buyer. Loan
facilities will also most likely
need to be refinanced and /
or a further source of capital
secured, although gearing is
forecast to be 30% prior to the
35 Graham Street Settlement.
Low – the Purchaser and
its related entities have a
significant track record in
purchasing and developing
office buildings in Auckland.
Proven counterparty who has
purchased sites and developed
extensively throughout
Auckland and
the Victoria Quarter.
10% deposit payable
once Transaction approved
by Shareholders.
Reputational risk for
Purchaser if they did not
settle the Transaction.
Damage or destruction
to 35 Graham Street
resulting in termination
of the Sale and
Purchase Agreement
If there is damage or
destruction to 35 Graham
Street which makes the
Property untenantable,
the Purchaser has a right
to terminate the Sale and
Purchase Agreement. This
could result in Asset Plus
needing to reinstate the
property in order to realise
its value.
Low given low seismic activity
in Auckland and fire protection
systems installed
at the Property.
Asset Plus currently holds
material damage insurance
for 35 Graham Street for a
replacement value above
$65 million.
If there was an insurance claim
resulting in destruction, this
could be cash settled with the
insurer. The Property could
then be demolished and sold
as bare land.
Special Meeting of Shareholders
14

Explanatory Notes
Explanatory Notes relating to the Resolutions are attached
to and form part of this Notice of Special Meeting.
Attendance
All Shareholders who are registered as at 5.00pm (New
Zealand time) on 1 June 2022 are entitled to attend
online and vote at the Special Meeting.
Attendance online
To attend the Special Meeting online please go to
www.virtualmeeting.co.nz/aplsm22. Shareholders
attending online will be able to vote and ask questions
during the Special Meeting. More information regarding
virtual attendance at the Special Meeting (including how
to vote and ask questions virtually during the Special
Meeting) is available in the Virtual Meeting Online Portal
Guide available at www.virtualmeeting.co.nz/help.
If you are unable to attend the Special Meeting online,
you may appoint a proxy or representative (in the case
of a corporate shareholder) to attend and vote on your
behalf. The notice appointing a proxy or representative
must be received by Link Market Services Limited not
later than 1.15pm (New Zealand time) on 1 June 2022 by
any of the following means:
Online: Visit https://investorcentre.linkmarketservices.
co.nz/voting/APL and follow the instructions.
Email: Email meetings@linkmarketservices.co.nz with
“Asset Plus proxy” in the subject line.
Delivery: Deliver your completed form to: Link Market
Services Limited, Level 30, PwC Tower, 15 Customs
Street West, Auckland.
Mail: Post your completed form to: C/- Link Market
Services Limited, PO Box 91976, Victoria Street West,
Auckland 1142.
Attendance in person
The Special Meeting is being held as a virtual meeting
only and attendance in person will not be possible.
Proxies and representatives
A proxy or representative need not be a Shareholder and
may be appointed by completing the proxy form attached
to this Notice of Special Meeting. The appointment of a
proxy or representative does not preclude a Shareholder
from attending and voting in person or online at the
Special Meeting or carrying this out electronically as set
out in the proxy form accompanying this notice. However,
please note that your proxy will not be able to vote at
the Special Meeting unless you have provided a voting
direction or discretion. If you do not provide an election
in respect of the resolutions, your direction is to abstain.
If you make more than one election in respect of any
resolution your vote will be invalid on that resolution.
If you do not name a person as your proxy but have
indicated on this form how you wish to vote, the
Chairman of the Special Meeting will vote in
accordance with your express instructions.
You may appoint the Chairman of the Special Meeting
as your proxy. If you appoint the Chairman of the Special
Meeting as proxy and elect to give him discretion on how
to vote, then he intends to vote your Shares in favour of
the Resolutions.
Resolution
The Resolution will only be effective if approved by
Ordinary Resolution at the Special Meeting.
Voting Restrictions
All Shareholders are eligible to vote on the Resolution.
Procedural Notes and
Other Information
Special Meeting of Shareholders
15

APIL / VendorAsset Plus Investments Limited (a wholly owned subsidiary of Asset Plus)
Asset Plus or the CompanyAsset Plus Limited
Boardthe board of directors of Asset Plus
Centuria or the ManagerCenturia Funds Management (NZ) Limited
Chairmanthe chairman of the Board
Directorythe directory set out on page 17 of this Notice of Special Meeting
EPSEarnings Per Share
FFOfunds from operations
Glossarythis glossary of terms
Interest Cover Ratiothe ratio representing the Company’s ability to pay interest expenses on outstanding debt
JLLJones Lang LaSalle
JLL Valuation Executive Summarythe executive summary of the JLL valuation report on 35 Graham Street as at 31 March
2022
Listing Rulesthe NZX Main Board/Debt Market Listing Rules
LV Rloan to value ratio
Mansons or PurchaserMansons TCLM Limited
Notice of Special Meetingthis notice of special meeting to be distributed to Shareholders
N TAnet tangible assets
NZXNZX Limited
Occupancythe portion of the Company’s portfolio that is committed to by tenants
Ordinary Resolutiona resolution of Shareholders approved by a simple majority (i.e., over 50%) of the votes of
those Shareholders entitled to vote and voting on the matter
Property or 35 Graham Streetthe property owned by APIL at 35 Graham Street, Auckland Central
RegistrarLink Market Services Limited
Resolutionthe resolution set out in this Notice of Special Meeting
Sale and Purchase Agreementthe sale and purchase agreement between APIL (as vendor) and Mansons (as purchaser)
for 35 Graham Street, dated 12 April 2022
Settlementcompletion of the transfer of ownership of 35 Graham Street from APIL to Mansons in
accordance with the terms of the Sale and Purchase Agreement
Shareholdera person who holds ordinary shares in Asset Plus
Special Meetingthe meeting of Asset Plus shareholders, and any adjournment of that meeting, to be held
to consider and, if thought fit, approve the Resolution
Transactionthe proposed sale by APIL of 35 Graham Street for $65.0 million (plus GST, if any), to
Mansons in accordance with the terms and conditions of the Sale and Purchase Agreement
WALEweighted average lease expiry
Defined Terms
Special Meeting of Shareholders
16

Directory
Company
Asset Plus Limited
PO Box 37953, Parnell 1151
Phone: 09 300 6161
www.assetplusnz.co.nz
Directors
Bruce Cotterill
Allen Bollard
Carol Campbell
Paul Duffy
John McBain
Bankers
Bank of New Zealand
Level 6
Deloitte Centre
80 Queen Street
Auckland
Auditor
Grant Thornton New Zealand
Audit Partnership
Level 4
Grant Thornton House
152 Fanshawe Street
PO Box 1961
Auckland 1140
Manager
Centuria Funds Management
(NZ) Limited
Level 2
Bayleys House
30 Gaunt Street
Wynyard Quarter
Auckland 1010
PO Box 37953
Parnell 1151
Registrar
Link Market Services Limited
Level 30
PwC Tower
15 Customs Street West
Auckland
PO Box 91976
Auckland 1142
Phone: 09 375 5998
Special Meeting of Shareholders
17

---

35 Graham Street, Auckland
Page 1
Executive Summary
Graham Street Service Centre - 35 Graham Street, Auckland CBD

35 Graham Street comprises a four-storey office building including one level of basement storage. Car parking for 11 cars is provided to the
perimeter. The property provides approximately 9,880 sqm of office accommodation over three levels, with floor plates ranging from circa 2,900
sqm to 3,485 sqm. A large basement area of circa 2,525 sqm is currently utilised as storage.
The property is 100% vacant, having previously been occupied by Auckland Council.
We are also aware that the property owner has Resource Consent for further development of the property. We have been mindful of the
potential for redevelopment of the property, however as per our specific instructions have valued the property ‘As Is’ with primary regard to its
current configuration.
This summary should be read in conjunction with our full Valuation Report dated 31 March 2022.
Valuation
Prepared for Asset Plus Limited
Valuation Purpose Market Valuation for Financial Reporting Purposes
Date of Valuation 31 March 2022
Date of Report 27 April 2022
Valuation Approaches Capitalisation of Net Income and Discounted Cashflow Approaches
Zoning City Centre Zone – Auckland Unitary Plan (Operative in part, 15 November 2016)
Tenure Fee Simple – Record of Title NA97B/101
Legal Description Lot 1 Deposited Plan 47079 and Lot 1 Deposited Plan 68194 and Part Allotment 9-10 Section 20 Suburbs of
Auckland
Site Area 4,841 sqm
Lettable Area 12,405 sqm
Adopted Value $56,000,000 plus GST, if any
Fifty Six Million Dollars plus GST, if any
Valuation Analysis
Initial Yield (Fully Leased) 7.74% Rate / sqm of Lettable Area $4,514
Equivalent Yield 5.96% Current Vacancy 100.00%
Internal Rate of Return (10 years) 7.11%

35 Graham Street, Auckland
Page 2
Tenancy Overview Financial Summary
Vacancy $4,335,285 12,516 sqm Gross Passing Income $0
Gross Market Income $5,786,649
Adopted Outgoings $1,451,364
Net Passing Income ($1,451,364)
Net Passing Income (Fully Leased) $4,335,285
Net Market Income $4,335,285
Cap Approach Assumptions DCF Approach Assumptions
Adopted Cap Rate 6.000% Discount Rate 7.000%
Allowance for Capex/Expiries 24 months Terminal Yield 6.250%
Market Income Capitalisation $55,500,000 Average Applied Rental Growth 2.57%
Passing Income Capitalisation $55,600,000 Value Based on DCF Approach $56,600,000
Valuers
Ben Johnson
BProp, ANZIV, SPINZ
Registered Valuer - Senior Director
+64 21 807 711
ben.johnson@ap.jll.com
Hannah Broderson
BProp, MPINZ
Registered Valuer - Director
+64 21 106 0939
hannah.broderson@ap.jll.com
Meghan Crowe
BProp
Assistant Valuer
+64 27 948 8084
meghan.crowe@ap.jll.com

Property
Land Area
Lettable Area
Car Parking
Prepared For
Purpose
Date of Valuation
Valuation Approach
Valuation
Valuation Analysis
Initial Yield (Net Passing)-
Initial Yield (Fully Leased)7.74%
Equivalent Yield5.96%
Internal Rate of Return (Ten Year)7.11%
Weighted Average Lease Term - Income
0.00 years
Weighted Average Lease Term - Area
0.00 years
Occupancy As Valued0.00%
Capital Value per square metre of NLA$4,514 /sqm
Under/Over Renting ProportionUnder rented: (133%)
This information in this summary is derived from and should be read in conjunction with the full text of the accompanying report.
Capitalisation ApproachContract and Market Rental Income Summary
Value Based on Market Capitalisation$55,500,000ContractMarket
Value Based on Contract Capitalisation$55,600,000Rental Income$4,335,285
Capitalisation Rate6.00%Other Income
Recoverable Outgoings$1,451,364
Discounted Cashflow ApproachGross Income$5,786,649
Value Based on DCF Approach$56,600,000Total Outgoings($1,451,364)($1,451,364)
Discount Rate7.00%Less Year 1 Incentives
Terminal Capitalisation Rate6.25%Net Income-$1,451,364$4,335,285
Nominal Assumed Rental Growth2.57% pa
Nominal Assumed CPI2.20% paDCF Sensitivity Analysis
Major Tenant Occupancy Profile by Rental IncomeDiscount RateTerminal Yield
6.00%6.25%6.50%
6.75%$59,700,000$57,800,000$56,000,000
7.00%$58,400,000$56,600,000$54,800,000
7.25%$57,200,000$55,300,000$53,600,000
Capex and Letting Up Assumptions
Year 1Year 2Year 3
Capex$5,563,946$2,691,000$27,852
Letting Up$9,313,948$0$0
Unexpired Incentives$0$0$0
Projected Net Rental Cash FlowLease Expiry Profile
$56,000,000 plus GST (if any)
Executive Summary
4,841 square metres
12,405 square metres
11 spaces - 1 car park per 1127.71 sqm
Asset Plus Limited
Internal Analysis Purposes
31 March 2022
Capitalisation of Net Income and Discounted Cashflow
Graham Street Service Centre - 35 Graham Street, Auckland CBD
($10,000,000)
($8,000,000)
($6,000,000)
($4,000,000)
($2,000,000)
$0
$2,000,000
$4,000,000
$6,000,000
$8,000,000
Year 1Year 2Year 3Year 4Year 5Year 6Year 7Year 8Year 9
Year 10
Net Rental before Capex & AdjustmentsNet Rental after Capex & Adjustments
Vacant Tenancies
100%
0%
10%
20%
30%
40%
50%
60%
70%
80%
90%
100%
Passing IncomeNet Lettable Area

Capitalisation Approach
Rental IncomeContract IncomeMarket Income
Lettable area rental$0$4,266,645
Car Parking Rental$0$68,640
Ideal Outgoings Recovery (Full Net Leases)$0$1,451,364
Total Rental Income$0$5,786,649
Less Outgoings Expenditure($1,451,364)($1,451,364)
Net Rental($1,451,364)$4,335,285
Rental Adjustments
Less Long Term Vacancy Allowance @ 0.00%$0$0
Core Income($1,451,364)$4,335,285
Core Income Capitalised at 6.00%($24,189,399)$72,254,743
Value Adjustments
Present Value of Existing Rental Reversions$96,576,979$0
Present Value of All Outstanding Incentives$0$0
Vacancies - Letting Up Allowances:
Present Value of Downtime($4,256,839)
Present Value of Incentives($3,653,410)
Present Value of Leasing Fees($912,687)($8,822,936)($8,822,936)
Expiries within the next 24 months - Letting Up Allowances:
Present Value of Downtime$0
Present Value of Incentives$0
Present Value of Leasing Fees$0$0$0
Present Value of Future Lease Agreements and Stepped Rentals$0$0
Present Value of Short Term Capital Expenditure: 24 months($7,967,907)($7,967,907)
Value of Other Income$0$0
Total Value Adjustments$79,786,137($16,790,843)
Total Capitalised Value$55,596,738$55,463,901
Adopted Capitalised Value $55,600,000$55,500,000
Adopted Value
$56,000,000
Analysis
Weighted Lease DurationPerformance Indicators on Adopted Value
By Income0.00 yearsInitial Yield (Net Passing)-2.59%
By Area0.00 yearsInitial Yield (Fully Leased)7.74%
Current VacanciesEquivalent Market Yield5.96%
By Area12,405 sqmRate per sqm of Lettable Area$4,514 /sqm
Proportion of NLA100.00%
Net Income
By Market Income$4,335,285
Net Passing Income-$1,451,364
Proportion of Market Income100.00%
Net Passing Income (Fully Leased)$4,335,285
Graham Street Service Centre - 35 Graham Street, Auckland CBD
31 March 2022

Discounted Cashflow Approach
Discounted Cashflow Results
Sensitivity Analysis*
Terminal YieldKey Property StatisticsValuation DateTerminal Period
PV of Rental Income$17,550,405Discount Rate6.000%6.250%6.500%Weighted Average Lease Term - Income0.00 years0.00 years
PV of Terminal Value$39,003,0996.750%$59,700,000$57,800,000$56,000,000Weighted Average Lease Term - Area0.00 years0.00 years
Acquisition Costs$07.000%$58,400,000$56,600,000$54,800,000Occupancy0.00%0.00%
Total Net Present Value$56,553,5057.250%$57,200,000$55,300,000$53,600,000Initial Yield (Net Passing)(2.59%)0.00%
Adopted Net Present Value$56,600,000* Rounded ValuesInitial Yield (Fully Leased)7.74%0.81%
Adopted Value$56,000,000Capex Assumptions
Adopted Discount Rate7.00%Total Allowance over DCF Period$8,502,614$685.43 /sqm
Internal Rate of Return7.11%Proportion of Adopted Value15.18%
Year Ending30-Mar-202330-Mar-202430-Mar-202530-Mar-202630-Mar-202730-Mar-202830-Mar-202930-Mar-203030-Mar-203130-Mar-203230-Mar-2033
Year 1Year 2Year 3Year 4Year 5Year 6Year 7Year 8Year 9Year 10Year 11
Rental Income
Lettable Area and Car Park Income$118,868$2,501,865$4,580,442$4,705,758$4,827,002$4,949,069$5,074,224$5,202,543$5,334,107$4,075,980$0
Outgoings Recovery$73,856$908,330$1,562,248$1,616,927$1,665,435$1,715,398$1,766,860$1,819,865$1,874,461$1,448,021$0
Other Income$0$0$0$0$0$0$0$0$0$0$0
Gross Rental Income$192,724$3,410,195$6,142,690$6,322,685$6,492,437$6,664,467$6,841,083$7,022,409$7,208,569$5,524,002$0
Rental Deductions
Unexpired Incentives - Rent Free/Abatements$0$0$0$0$0$0$0$0$0$0$0
Outgoings Expenditure($1,451,364)($1,509,418)($1,562,248)($1,616,927)($1,665,435)($1,715,398)($1,766,860)($1,819,865)($1,874,461)($1,930,695)$0
Net Rental Cashflow($1,258,640)$1,900,776$4,580,442$4,705,758$4,827,002$4,949,069$5,074,224$5,202,543$5,334,107$3,593,306$0
Rental Adjustments
Unexpired Incentives - Capital Contribution$0$0$0$0$0$0$0$0$0$0$0
Letting Up Allowances - Leasing Fees($953,457)$0$0$0$0$0$0$0$0$0$0
Capital Expenditure($5,563,946)($2,691,000)($27,852)($28,687)($29,548)($30,434)($31,348)($32,288)($33,257)($34,254)$0
Net Cashflow($7,776,043)($790,224)$4,552,590$4,677,070$4,797,454$4,918,635$5,042,876$5,170,255$5,300,851$3,559,052$0
Purchase Price$56,000,000
Acquisition Costs @ 0.00%$0
Gross Purchase Price$56,000,000
Net Sale Price After Costs @ 1.00%$76,725,000
Annual Cashflow($63,776,043)($790,224)$4,552,590$4,677,070$4,797,454$4,918,635$5,042,876$5,170,255$5,300,851$3,559,052$76,725,000
Running Yield (pre acquisition costs)0.00%2.91%7.02%7.21%7.39%7.58%7.76%7.96%8.15%5.49%-
Running Yield (post acquisition costs)0.00%2.91%7.02%7.21%7.39%7.58%7.76%7.96%8.15%5.49%-
Running IRR6.17%7.98%8.23%8.32%8.34%8.36%8.40%6.70%6.90%7.11%-
31 March 2022
Graham Street Service Centre - 35 Graham Street, Auckland CBD

Letting Up AllowancesYear Ending30-Mar-202330-Mar-202430-Mar-202530-Mar-202630-Mar-202730-Mar-202830-Mar-202930-Mar-203030-Mar-203130-Mar-203230-Mar-2033
Speculative LeasesYear 1Year 2Year 3Year 4Year 5Year 6Year 7Year 8Year 9Year 10Year 11
Downtime (Gross Rent)($4,469,331)$0$0$0$0$0$0$0$0($1,943,358)$0
Incentives (as Rent Free)($1,297,053)($2,594,106)$0$0$0$0$0$0$0$0$0
Growth and Cost Assumptions
Current VacanciesYear 1Year 2Year 3Year 4Year 5Year 6Year 7Year 8Year 9Year 10Average/Range
OfficeAssumed Lease Term9.0 yearsReview Frequency1 yearly
Rental Growth Rate (Net)2.75%2.75%2.75%2.50%2.50%2.50%2.50%2.50%2.50%2.50%2.57%
Letting Up Assumption9 months9 months6 months6 months6 months6 months6 months6 months6 months6 months6 months6 to 9 months
Letting Up Probability100%100%100%100%100%100%100%100%100%100%100%100%
Applied Incentive (Gross)8.33%8.33%8.33%8.33%8.33%8.33%8.33%8.33%8.33%8.33%8.33%8.3%
Incentive Months Equivalent9 months9 months9 months9 months9 months9 months9 months9 months9 months9 months9 months9 months
Capex Allowance$2,963,946$0$0$0$0$0$0$0$0$0$4,061,111$711 /sqm
DeckAssumed Lease Term9.0 yearsReview Frequency1 yearly
Rental Growth Rate (Net)0.00%0.00%0.00%0.00%0.00%0.00%0.00%0.00%0.00%0.00%0.00%
Letting Up Assumption9 months9 months6 months6 months6 months6 months6 months6 months6 months6 months6 months6 to 9 months
Letting Up Probability100%100%100%100%100%100%100%100%100%100%100%100%
Applied Incentive (Gross)0.00%0.00%0.00%0.00%0.00%0.00%0.00%0.00%0.00%0.00%0.00%0.0%
Incentive Months Equivalent0 months0 months0 months0 months0 months0 months0 months0 months0 months0 months0 months0 months
Capex Allowance$0$0$0$0$0$0$0$0$0$0$0$0 /sqm
BasementAssumed Lease Term9.0 yearsReview Frequency1 yearly
Rental Growth Rate (Net)0.00%0.00%0.00%0.00%0.00%0.00%0.00%0.00%0.00%0.00%0.00%
Letting Up Assumption9 months9 months6 months6 months6 months6 months6 months6 months6 months6 months6 months6 to 9 months
Letting Up Probability100%100%100%100%100%100%100%100%100%100%100%100%
Applied Incentive (Gross)0.00%0.00%0.00%0.00%0.00%0.00%0.00%0.00%0.00%0.00%0.00%0.0%
Incentive Months Equivalent0 months0 months0 months0 months0 months0 months0 months0 months0 months0 months0 months0 months
Capex Allowance$0$0$0$0$0$0$0$0$0$0$0$0 /sqm
NamingAssumed Lease Term9.0 yearsReview Frequency1 yearly
Rental Growth Rate (Net)0.00%0.00%0.00%0.00%0.00%0.00%0.00%0.00%0.00%0.00%0.00%
Letting Up Assumption9 months9 months6 months6 months6 months6 months6 months6 months6 months6 months6 months6 to 9 months
Letting Up Probability100%100%100%100%100%100%100%100%100%100%100%100%
Applied Incentive (Gross)0.00%0.00%0.00%0.00%0.00%0.00%0.00%0.00%0.00%0.00%0.00%0.0%
Incentive Months Equivalent0 months0 months0 months0 months0 months0 months0 months0 months0 months0 months0 months0 months
Capex Allowance$0$0$0$0$0$0$0$0$0$0$0$0 /sqm
Growth RatesYear 1Year 2Year 3Year 4Year 5Year 6Year 7Year 8Year 9Year 10Average
Ancillary0.00%0.00%0.00%0.00%0.00%0.00%0.00%0.00%0.00%0.00%0.00%
Carparking2.75%2.75%2.75%2.50%2.50%2.50%2.50%2.50%2.50%2.50%2.57%
CPI3.00%2.50%2.50%2.00%2.00%2.00%2.00%2.00%2.00%2.00%2.20%
Capex4.00%3.50%3.50%3.00%3.00%3.00%3.00%3.00%3.00%3.00%3.20%
Outgoings4.00%3.50%3.50%3.00%3.00%3.00%3.00%3.00%3.00%3.00%3.20%
Ground Rental0.00%0.00%0.00%0.00%0.00%0.00%0.00%0.00%0.00%0.00%0.00%
Other Income0.00%0.00%0.00%0.00%0.00%0.00%0.00%0.00%0.00%0.00%0.00%

Tenant NamePremisesTenancyCar ParksLease StartLease ExpiryNext ReviewReviewReviewContractPremisesCar ParkOutgoingsNet MarketGross MarketCar ParkNet Market
Area sqmFrequencyTypeRentalper sqmpcpwRecoveryper sqmper sqmpcpwRental
1. VacantBasement 2,525.0$0$150$267$378,750
2. VacantGround 3,485.2$0$380$497$1,324,384
3. VacantLevel 1 3,481.811$0$385$502$120.00$1,409,133
4. VacantLevel 1 Deck48.5$0$200$200$9,702
5. VacantLevel 2 2,912.8$0$390$507$1,135,992
6. VacantLevel 2 Deck61.6$0$200$200$12,324
7. VacantNaming Rights 1.0$0$65,000$65,000$65,000
GLA12,516 sqm11Passing Rental$0Outgoings Recovery$0Market Rental$4,335,285
NLA12,405 sqmNet Passing Rental($1,451,364)Vacant Outgoings$1,451,364
Outgoings Shortfall$0
Total Outgoings$1,451,364
Tenancy Schedule
31 March 2022
Graham Street Service Centre - 35 Graham Street, Auckland CBD

Tenant NamePremisesYear 1Year 2Year 3Year 4Year 5Year 6Year 7Year 8Year 9Year 10
30-Mar-202330-Mar-202430-Mar-202530-Mar-202630-Mar-202730-Mar-202830-Mar-202930-Mar-203030-Mar-203130-Mar-2032
VacantBasement $96,658$389,326$400,168$411,116$421,709$432,373$443,307$454,518$466,012$356,096
VacantGround $0$692,423$1,399,276$1,437,559$1,474,598$1,511,888$1,550,122$1,589,322$1,629,513$1,245,169
VacantLevel 1 $0$736,733$1,488,818$1,529,551$1,568,960$1,608,637$1,649,316$1,691,025$1,733,789$1,324,849
VacantLevel 1 Deck$2,476$9,973$10,251$10,531$10,802$11,076$11,356$11,643$11,937$9,122
VacantLevel 2 $0$593,927$1,200,231$1,233,069$1,264,839$1,296,825$1,329,619$1,363,243$1,397,718$1,068,045
VacantLevel 2 Deck$3,145$12,668$13,021$13,377$13,722$14,069$14,425$14,789$15,163$11,587
VacantNaming Rights $16,588$66,815$68,676$70,555$72,372$74,203$76,079$78,003$79,976$61,112
Total Receivable Rental Income$118,868$2,501,865$4,580,442$4,705,758$4,827,002$4,949,069$5,074,224$5,202,543$5,334,107$4,075,980
Annualised Receivable Income
Graham Street Service Centre - 35 Graham Street, Auckland CBD
31 March 2022

Tenant NamePremisesYear 1Year 2Year 3Year 4Year 5Year 6Year 7Year 8Year 9Year 10
31-Mar-202231-Mar-202331-Mar-202431-Mar-202531-Mar-202631-Mar-202731-Mar-202831-Mar-202931-Mar-203031-Mar-2031
VacantBasement$378,750$389,298$400,140$411,283$421,684$432,348$443,281$454,491$465,984$477,768
VacantGround$1,324,384$1,361,267$1,399,177$1,438,143$1,474,512$1,511,800$1,550,031$1,589,229$1,629,418$1,670,623
VacantLevel 1$1,409,133$1,448,376$1,488,713$1,530,172$1,568,868$1,608,542$1,649,220$1,690,926$1,733,687$1,777,529
VacantLevel 1$9,702$9,972$10,250$10,535$10,802$11,075$11,355$11,642$11,937$12,238
VacantLevel 2$1,135,992$1,167,629$1,200,146$1,233,569$1,264,764$1,296,748$1,329,541$1,363,163$1,397,635$1,432,980
VacantLevel 2$12,324$12,667$13,020$13,383$13,721$14,068$14,424$14,789$15,162$15,546
VacantNaming Rights$65,000$66,810$68,671$70,583$72,368$74,198$76,075$77,998$79,971$81,993
Total Market Rental$4,335,285$4,456,019$4,580,116$4,707,669$4,826,719$4,948,779$5,073,926$5,202,238$5,333,794$5,468,678
Market Rental Income - Year Start
Graham Street Service Centre - 35 Graham Street, Auckland CBD
31 March 2022

---

LODGE YOUR PROXY
Online: https://investorcentre.linkmarketservices.co.nz/voting/APL

Scan & email:
meetings@linkmarketservices.com
Mail:
Use the enclosed reply paid
Deliver: envelope or address to:
Link Market Services Link Market Services
Level 30, PwC Tower, PO Box 91976
15 Customs Street West, Auckland 1010 Auckland 1142

Scan this QR code with your smartphone and vote online

General Enquiries
+64 9 375 5998 enquiries@linkmarketservices.com

PROXY FORM FOR ASSET PLUS LIMITED’S 2022 SPECIAL MEETING
The Special Meeting of Asset Plus Limited will be held at 1:15pm on Friday 3 June 2022, online only at www.virtualmeeting.co.nz/aplsm22. If you will
be attending online, you will require your Holder Number for verification purposes. If you will not attend the Meeting online but wish to be represented by
proxy, please complete and return this form (in accordance with the lodgement instructions above) to Asset Plus Limited’s share registry, Link Market
Services, by no later than 1:15pm, Wednesday 1 June 2022. You can also appoint your proxy and vote on the resolutions on the reverse of this form
online by going to https://investorcentre.linkmarketservices.co.nz/voting/APL or by scanning the QR code above with your smartphone.


Appointment of proxy
The Chair of the Meeting or any Director is willing to act as a proxy for any shareholder who wishes to appoint him/her. To appoint the Chair of the Meeting
as your proxy simply tick the box allocated next to “The Chair of the Meeting”, or to appoint a Director or another person as your proxy write the full name
of that Director or the full name of such other person (as applicable) in the space allocated on the reverse of this form. If you do not appoint a proxy but
you have indicated on this form how you wish to vote, the Chair of the Meeting will vote according to your express instructions. Your proxy need not also
be a shareholder.

Voting of your holding
Direct your proxy how to vote by making the appropriate election, either online or on this Proxy Form, in respect of the item of business (the resolution on
the next page). If you do not provide an election in respect of the resolution, then your direction is to abstain on the resolution. If you make more than
one election in respect of the resolution your vote will be invalid on the resolution.

Appointing the Chair of the Meeting or a Director as your proxy
If you expressly appoint the Chair of the Meeting or any other Director as your proxy and elect to give them discretion on how to vote on a resolution, you
acknowledge that they will exercise your vote in favour of the resolution.

Attending the meeting
The Special Meeting will be held online only at www.virtualmeeting.co.nz/aplsm22.
If you will be attending online, you will require your Holder Number for
verification purposes.
A corporation may appoint a person to attend online and vote at the Meeting as its representative in the same manner as that in which it could appoint a
proxy. That person need not also be a shareholder.
Signing instructions for proxy forms
Individual
Where the holding is in one name, the shareholder must sign the Proxy Form.

Joint Holding
Where the holding is in more than one name, the Proxy Form may be signed by either or on behalf of, the joint shareholders (or their duly authorised
attorney).

Power of Attorney
If this Proxy Form has been signed under a power of attorney, a copy of the power of attorney under which it was signed (if not previously provided to the
Registrar), and a signed certificate of non-revocation of the power of attorney must accompany this Proxy Form.

Corporate Shareholder
In the case of a corporate shareholder, a duly authorised officer or director must sign this Proxy Form. Persons who sign on behalf of a corporate
shareholder must be acting with that corporate shareholder’s express or implied authority, or execute under the common seal of the corporate shareholder
(if it has one).

PROXY/CORPORATE REPRESENTATIVE FORM
STEP 1: APPOINT A PROXY TO VOTE ON YOUR BEHALF
I/We being a shareholder/s of Asset Plus Limited hereby appoint:
The Chair of the Meeting (tick)

Or ________________________________________ (name) at ________________________________________________________ (e-mail address)
As my/our proxy to act generally at the Meeting on my/our behalf and to vote in accordance with the following directions at the Special Meeting of Asset
Plus Limited to be held on Friday 3 June 2022, at 1:15pm online only at www.virtualmeeting.co.nz/aplsm22
and at any adjournment of that meeting.
STEP 2: ITEMS OF BUSINESS – PROXY VOTING INSTRUCTIONS
Complete this part if you have appointed a proxy above and you want to direct the proxy as to how the proxy should vote.
Please note: For each resolution you must tick one box. If you mark the abstain box for an item, you are directing your proxy not to vote on your behalf
on a show of hands or a poll and your votes will not be counted computing the required majority, for that item. If no box is ticked for an item, your
direction is to abstain on that resolution.
ORDINARY BUSINESS
To consider and, if thought fit, pass the following ordinary resolution:

Tick () in box to vote
ORDINARY RESOLUTION For Against Abstain Discretion
1.
That the sale of the property located at 35 Graham Street, Auckland Central for $65.0 million
plus GST (if any) by Asset Plus Investments Limited, a wholly-owned subsidiary of Asset Plus
Limited, to Mansons TCLM Limited (on terms described in further detail in the Explanatory
Notes within the Notice of Special Meeting dated 19 May 2022), be approved for all purposes
(including NZX Listing Rule 5.1.1(b)).

   

And to vote on any resolutions to amend any of the resolutions, on any resolution so amended, and on any other resolution proposed at the meeting (or
any adjournment thereof). Unless otherwise instructed as above, the proxy will vote on each resolution as he/she sees fit, or may abstain from voting.
The proxy is appointed only in respect of the above meeting or any adjournment thereof.

STEP 3: SHAREHOLDER QUESTIONS
Shareholders present at the Special Meeting (via the virtual meeting platform at www.virtualmeeting.co.nz/aplsm22 will have the opportunity to ask
questions during the Meeting. If you cannot attend the Special Meeting online but would like to ask a question, you can submit a question online by
going to
https://investorcentre.linkmarketservices.co.nz/voting/APL and completing the online validation process or complete the question section below
and return to Link Market Services. Questions will need to be submitted by 1:15pm on Wednesday 1 June 2022. The Board will address and answer
questions at the Special Meeting.




STEP 4: SIGN: SIGNATURE OF SHAREHOLDER(S) This section must be completed
Shareholder 1 Shareholder 2 Shareholder 3

or duly authorised officer or attorney or duly authorised officer or attorney or duly authorised officer or attorney
Contact Name ___________________________________________ Contact Daytime Telephone _______________________ Date ____________
Electronic Investor Communications: If you received the Notice of Meeting and Proxy Form by mail and wish to receive your future investor
communications by email please provide your email address below.

Question: