Kiwi Property Notice of Meeting

Notice
of Annual
Meeting
Notice is hereby given that the
annual meeting of Kiwi Property
Group Limited shareholders will
be held at 10.30am on Wednesday,
29 June 2022.
This will be a hybrid event, enabling attendees
to join in person or online.

Agenda
Addresses
Our Chair, Mark Ford, and our Chief Executive Officer,
Clive Mackenzie, will provide an overview of the
Company’s performance for the year ended 31 March
2022. There will also be an opportunity for shareholders
to ask questions.
Resolutions
Shareholders will be asked to consider and, if thought
appropriate, pass the following ordinary resolutions:
1. That Mary Jane Daly be re-elected as a director of
the Company.
2. That the directors’ fee pool for the Company be
increased from $737,500 to $854,000 per annum
plus GST (if any) for the purpose of NZX Listing Rule
2.11.1, such sum to be divided among the directors as
the directors from time to time deem appropriate.
3. That the directors be authorised to fix the auditor’s
remuneration.
These resolutions are ordinary resolutions and are required
to be passed by a simple majority of the votes of those
shareholders who are entitled to vote and voting on
the resolution. Further information is provided under the
headings ‘procedural notes’ and ‘explanatory notes’. The
Board recommends unanimously that you vote in favour
of all resolutions.
General business
To consider any other matter that may be brought properly
before the meeting.
On behalf of the Board of Kiwi Property Group Limited.
Mark Ford
Chair
30 May 2022
Procedural notes
Attendance
All shareholders registered on the Company’s share
register at the date of the meeting are entitled to attend
and vote at the meeting. Shareholders may join the
meeting either:
1. In person
The Annual Meeting will be held at:
Eden Park (Enter via Gate G)
World Cup Lounge West, Level 4, South Stand,
Reimers Ave, Kingsland, Auckland.
2. Online
Shareholders can participate in the Annual Meeting
virtually using an online platform provided by our share
registrar, Link Market Services at:
https://www.virtualmeeting.co.nz/KPG22
Shareholders attending the Annual Meeting virtually will be
able to vote and ask questions. More information
regarding online attendance at the Annual Meeting
(including how to register to vote, how to vote and ask a
question) is available from the virtual AGM guide:
https://bcast.linkinvestorservices.co.nz/generic/docs/
OnlinePortalGuide.pdf. Shareholders are encouraged to
read the guide before the meeting.
During the meeting, the Board intends to answer as many
of the most frequently asked questions as is reasonably
practicable. Please refer to the instructions in the guide on
how to ask a question.
Voting and proxies
• Voting at the meeting shall be by way of a poll of the
Company’s shareholders entitled to vote and voting.
• A shareholder entitled to participate and vote at the
meeting is entitled to appoint a proxy to participate
and vote on their behalf.
– A proxy need not be a shareholder.
– The Chair of the meeting may be appointed to act
as proxy.
– If the Chair of the meeting is appointed to act as
proxy and is not directed how to vote, he will vote
in favour of all the resolutions except resolution 2
where he will abstain.
• A shareholder wishing to appoint a proxy can do so
either:
– Online: at investorcentre.linkmarketservices.co.nz/
voting/KPG; or
– By completing the proxy form.
• The completed proxy form, or online proxy
appointment, must be returned to the Registrar, Link
Market Services, by any of the methods specified on
the proxy form, to be received no later than 10.30am
on Monday, 27 June 2022 (being 48 hours prior to
the meeting).

Explanatory notes
Resolution 1 – re-election as a director
In accordance with NZX Listing Rule 2.7.1, a director must
not hold office (without re-election) past the third annual
meeting following the director’s appointment or three
years, whichever is longer.
Mary Jane Daly was re-elected at the June 2019 annual
meeting, will retire at this annual meeting and offers
herself for re-election in line with these provisions.
The Board has determined that Mary Jane Daly will be an
independent director for the purposes of the NZX Listing
Rules if re-elected.
The NZX Listing Rules define an independent director as a
director who is not an employee of the Company and who
does not have a Disqualifying Relationship. A Disqualifying
Relationship is defined as any direct or indirect interest,
position, association or relationship that could reasonably
influence, or could reasonably be perceived to influence,
in a material way, the director’s capacity to:
• Bring an independent view to decisions in relation to
the Company
• Act in the best interests of the Company, and
• Represent the interests of the Company’s Financial
Product Holders generally, having regard to the factors
described in the NZX Corporate Governance Code
that may impact director independence, if applicable.
The factors that may impact director independence as
described in the NZX Corporate Governance Code are:
1. Being currently, or within the last three years, employed
in an executive role by the Company, or any of its
subsidiaries, and there has not been a period of at least
three years between ceasing such employment and
serving on the Board.
2. Currently, or within the last 12 months, holding a senior
role in a provider of material professional services to
the Company or any of its subsidiaries.
3. A current, or within the last three years, material
business relationship (e.g. as a supplier or customer)
with the Company or any of its subsidiaries.
4. A substantial product holder of the Company or a
senior manager of, or person otherwise associated
with, a substantial product holder of the Company.
A substantial product holder is a person who has a
relevant interest in quoted voting products that
comprise 5% or more of a class of quoted voting
products of the Company.
5. A current, or within the last three years, material
contractual relationship with the Company or any of its
subsidiaries, other than as a director.
6. Having close family ties with anyone in the categories
listed above.
7. Having been a director with the Company for a length
of time that may compromise independence.
The Board is committed to ensuring it possesses the
appropriate mix of knowledge, experience and diversity
to discharge its role and responsibilities. The Board
supports the re-election of Mary Jane Daly, as it considers
she has the necessary expertise to contribute to the overall
skill set required.
Profile of Mary Jane Daly
Mary Jane is an Auckland-based professional director with
a strong background in banking and finance. Mary Jane is
currently Chair of the Earthquake Commission and a
director of Kiwibank and the Fonterra Shareholders Fund.
She was Deputy Chair of the Airways Corporation of
New Zealand Limited and a former director of Cigna Life
Insurance New Zealand Limited, OnePath Life
(New Zealand) Limited and Auckland Transport.
She has held senior executive positions in New Zealand
at IAG New Zealand, Fonterra, and at the Bank of
New Zealand, and at National Australia Bank and Toronto-
Dominion Bank in London.
Chair of the Audit and Risk Committee.
Date appointed: September 2014
Date last re-elected: June 2019
BCOM, MBA
Resolution 2 – directors’ fee pool
The directors’ fee pool was last reviewed in July 2017, at
which time a fee pool of $737,500 plus GST (if any) per
annum was approved by shareholders.
The Board considers alignment of directors’ fees to market
is important in order for the Company to be able to
continue to attract and retain high performing directors
whose skills and experience are well suited to the
Company’s requirements.
The Company engaged EY to provide the relevant
New Zealand listed company benchmark data for the roles
of Chair, committee chairs, committee members and
non-executive directors.
Please turn over

Explanatory notes (cont.)

The Board reviewed this benchmark data and, based on a
comparison of the fees currently paid to the Company’s
directors to the market data, consider the increases to
directors’ fees set out in the table below are required to
more competitively align directors’ remuneration to the
75th percentile of the market. The proposed increases
shown in the table below will require a $116,500 (15.8%)
increase in the directors’ fee pool (equivalent to 3.0%
per annum since the pool was last reviewed in 2017).
If resolution 2 is passed, the increase to directors’
remuneration will take effect on and from 1 July 2022.
The proposed directors’ fee pool of $854,000 will include
a discretionary pool of $97,000 that provides flexibility to
remunerate directors who assume additional
responsibilities including, for example, in connection with
one-off projects, specific transactions and other duties not
normally expected from non-executive directors and
beyond the scope of their usual responsibilities. The
proposed amount of the discretionary pool is equal to
the proposed annual remuneration for a director
(excluding the Chair).
Since 1 April 2020 the discretionary pool amount has
been $500. As such there has not been any flexibility
to remunerate directors who assume additional
responsibilities beyond the scope of their usual
responsibilities. The Board considers the proposed
discretionary pool to be appropriate in light of the
increasing need for directors to assume additional
responsibilities from time to time in connection with
one-off projects, specific transactions and other duties not
normally expected from non-executive directors and
beyond the scope of their usual responsibilities, for
example. No payments have been made to any directors
from the discretionary pool in the 2022 financial year. Any
unused part of the discretionary pool in any year is not
carried forward to future years.
The Board considers the fee increases proposed are fair,
appropriate and reflect market conditions.
Consequently, as provided for in resolution 2, the Board
seeks authorisation from shareholders to increase the
directors’ fee pool to $854,000 per annum plus GST
(if any) for the purpose of NZX Listing Rule 2.11.1, such sum
to be divided among the directors as the directors from
time to time deem appropriate.
If the resolution is passed the Board intends to allocate the
fee pool initially as set out in the table below. Such
amounts are per annum and plus GST (if any).
The Company will disregard any votes cast in respect of
this resolution by any director of the Company or any
associate or associated person of any director. However,
the Company will not disregard any votes cast in respect
of this resolution if it is cast by a director of the Company
or another disqualified person who is acting as a proxy for
a person who is entitled to vote, in accordance with the
directions on how to cast that vote. If no direction is
provided then any director, who is appointed to act as a
proxy, will abstain from voting in respect of this resolution.
Office
Number of persons
holding office
Current
remuneration
Proposed
remuneration
Proposed
increase
Chair (including membership of all three committees)
1
1$172,500$177,500$5,000 (2.9%)
Director (excluding Chair)5$94,000$97,000$3,000 (3.2%)
Chair of Audit and Risk Committee1$20,000$20,000Nil
Member of Audit and Risk Committee
(excluding the committee Chair)
1$11,500$11,500Nil
Chair of Environmental, Social and Governance Committee1$20,000$20,000Nil
Member of Environmental, Social and Governance Committee
(excluding the committee Chair)
1$11,500$11,500Nil
Chair of Remuneration and Nominations Committee1$20,000$20,000Nil
Member of Remuneration and Nominations Committee
(excluding the committee Chair)
1$11,500$11,500Nil
Discretionary pool$500$97,000$96,500
Total director fee pool$ 7 3 7, 5 0 0$854,000$116,500 (15.8%)
1. The Chair does not receive additional remuneration for committee membership.
Resolution 3 – auditor’s remuneration
PricewaterhouseCoopers is automatically reappointed auditor of the Company at the annual meeting pursuant to section
207(T)(1) of the Companies Act 1993, unless the auditor gives notice it does not wish to be reappointed, the auditor is not a
qualified auditor or the shareholders resolve to appoint a replacement auditor. PricewaterhouseCoopers has not given such
notice and continues to be a qualified auditor. The resolution sought is to authorise the directors to fix the remuneration of
the auditor pursuant to section 207(S)(a) of the Companies Act 1993.

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Appointment
of proxy

If you are unable to participate in the annual
meeting you may appoint a proxy to participate
and vote at the meeting on your behalf
Instructions
Before you complete the proxy form, please read the
following instructions, and the accompanying notice
of meeting.
Please appoint your proxy online or complete the proxy
form and return it using any of the methods outlined below.
• All your shares will be voted in accordance with your
directions. For further information on the meeting and
the resolutions, please refer to the accompanying notice
of meeting.
• A proxy need not be a shareholder.
• The chair of the meeting may be appointed to act as
your proxy. If the chair of the meeting is appointed to
act as your proxy and is not directed how to vote, the
chair will vote in favour of all the resolutions except
resolution 2 where he will abstain.
• For your proxy to be valid, it must be received by
the Registrar, Link Market Services, by any of the
methods specified below, to be received no later than
10.30am on Monday, 27 June 2022 (being 48 hours
prior to the meeting).
How to lodge your proxy form
Online
investorcentre.linkmarketservices.co.nz/voting/KPG
You will require your CSN/holder number and Authorisation Code (FIN)
Email
Scan and email to: meetings@linkmarketservices.com
Add ‘Kiwi Property Proxy’ in the subject line
Post
Within New Zealand: Use the reply paid envelope enclosed
Outside New Zealand: Affix relevant postage stamp and post to:
Link Market Services Limited, PO Box 91976, Auckland 1142, New Zealand
Hand Deliver
Link Market Services Limited, Level 30, PwC Tower, 15 Customs Street West, Auckland

Privacy
Link Market Services advise that they require information about you as an investor to be included in the public register of
the entity in which you hold securities. Information is collected to administer your security holding. Link Market Services’
privacy policy is available on their website at www.linkmarketservices.co.nz

For further information
For any enquiries, please contact the Company’s Registrar, Link Market Services, as follows:
Email
enquiries@linkmarketservices.com
Telephone
+64 9 375 5998 or 0800 377 388

Step 1: Appoint a proxy to vote on your behalf
I/We being a shareholder of Kiwi Property Group Limited entitled to vote at the hybrid annual meeting to be held on
Wednesday, 29 June 2022, hereby appoint:
the chair of the meeting or
Name of proxy (full name)
Email address of proxy
Or failing him/her
Name of proxy (full name)
Email address of proxy
to be my/our proxy to exercise my/our vote at the meeting, and at any adjournment of that meeting.
Step 2: Provide voting instructions for your proxy
Resolution For Against Discretion Abstain
1. That Mary Jane Daly be re-elected as a director of the Company.

2. That the directors’ fee pool for the Company be increased from
$737,500 to $854,000 per annum plus GST (if any) for the purpose
of NZX Listing Rule 2.11.1, such sum to be divided among the directors
as the directors from time to time deem appropriate.
3. That the directors be authorised to fix the auditor’s remuneration.

Notes on providing voting instructions
• Tick the relevant box to record your vote.
• If you mark the discretion box in respect of a resolution, your proxy may vote or abstain from voting as she or he thinks
fit. However, if you appoint the chair of the meeting as your proxy, the chair will vote in favour of all the resolutions
except resolution 2 where he will abstain.
• If you mark the abstain box in respect of a resolution, you are directing your proxy not to vote on your behalf and your
vote will not be counted.
Step 3: Provide your signature

Date
Contact name Contact phone number
Email address
By supplying your email address you consent to receive your Kiwi Property investor communications by email.

Notes on signing the proxy form
• If you are joint holders of shares, at least one of you must sign this form.
• If you are a company, this form must be signed on behalf of the company by a person acting under the company’s
express or implied authority.
• If this form is signed under a power of attorney, a copy of the power of attorney (unless already deposited with the
Registrar) and a signed certificate of non-revocation of that power of attorney must be provided with this form.

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Virtual Annual
General Meeting
Online Guide
Part of Link Group | Corporate Markets

2 • Link Market Services Virtual Annual General Meeting Online Guide
Step 1
Open your web browser and
go to virtualmeeting.co.nz and
select the relevant meeting.
Virtual Annual General Meeting
Online Guide
Before you begin
Ensure your browser is compatible.
You can easily check your current
browser by going to the website:
whatismybrowser.com
Supported browsers are:
• Chrome – Version 44 & 45
• Firefox – 40.0.2 and after
• Safari – OS X v10.9 “Mavericks”
& OS X v10.10 “Yosemite”
• Internet Explorer 9 and up (please note
Internet Explorer 8 is not supported)
The virtual meeting is viewable from desktops
and laptops. To attend and vote at the virtual
annual general meeting you must have:
• NZX registered holders: Shareholder
number  and authorisation code (FIN)
• ASX registered holders: Shareholder
number and postcode
If you are an appointed proxy you will need
your proxy number which will be provided
by Link Market Services prior to the
meeting. Please make sure you have this
information before proceeding.
Step 2
Login to the portal using your full name, email
address, and company name (if applicable).
Please read and accept the terms and conditions
before clicking on the blue ‘Register and Watch
Annual General Meeting’ button. Once you have
logged in you will see:
• On the left – a live video webcast of the Annual
General Meeting
• On the right – the presentation slides that will be
addressed during the Annual General Meeting.
Note: After you have logged in we recommend that
you keep your browser open for the duration of the
meeting. If you close your browser, your session will
expire. If you attempt to log in again, you will be sent a
recovery link via email for security purposes.

Link Market Services Virtual Annual General Meeting Online Guide • 3
Navigating
At the bottom of the webpage
under the webcast and
presentation there are three
boxes. Refer to each section
below for operating instructions.
1
Get a voting card
2
Ask a Question
3
Downloads
1. Get a voting card
To register to vote - click on the ‘Get a voting
card’ box at the top of the webpage or below
the videos.

This will bring up a box which looks like this.
If you are an individual or joint Shareholder you will
need to register and provide validation by entering your
details in the top section:
• NZX registered holders: Shareholder number and
authorization code (FIN)
• ASX registered holders: Shareholder number and
postcode
If you are an appointed Proxy, please enter the Proxy
Number issued to you by Link Market Services in the
PROXY DETAILS section. Once you have entered your
appropriate details click the blue ‘SUBMIT DETAILS
AND VOTE’ button.
Once you have registered, your voting card will
appear with all of the resolutions to be voted on by
Shareholders at the Annual General Meeting (as set
out in the Notice of Meeting). You may need to use the
scroll bar on the right hand side of the voting card to
scroll up or down to view all resolutions.
Shareholders and proxies can either submit a Full Vote
or a Partial Vote. You can move between the two tabs
by clicking on ‘Full Vote’ or ‘Partial Vote’ at the top of
the voting card.

4 • Link Market Services Virtual Annual General Meeting Online Guide
Full Votes
To submit a full vote on a resolution ensure you are in
the ‘Full Vote’ tab. Place your vote by clicking on the
‘For’, ‘Against’, or ‘Abstain’ voting buttons.
Partial Votes
To submit a partial vote on a resolution ensure you are
in the ‘Partial Vote’ tab. You can enter the number of
votes you would like to vote (for any or all) resolution/s.
The total amount of votes that you are entitled to vote
for will be listed under each resolution. When you enter
the number of votes in a certain box it will automatically
tally how many votes you have left.
Note: If you are submitting a partial vote and do not use all of
your entitled votes, the un-voted portion will be submitted as No
Instruction and therefore will not be counted.
Once you have finished voting on the resolutions scroll
down to the bottom of the box and click the blue ‘Cast
Vote’ or ‘Cast Partial Vote’ button.
Note: You are able to close your voting card during
the meeting without submitting your vote at any time
while voting remains open. Any votes you have already
made will be saved for the next time you open up the
voting card. The voting card will appear on the bottom
left corner of the webpage. The message ‘Not yet
submitted’ will appear at the bottom of the page.
You can edit your voting card at any point while voting
is open by clicking on ‘Edit Card’. This will reopen the
voting card with any previous votes made.
If at any point you have submitted your voting card
and wish to make a change while voting is still open
you can do so by clicking the ‘Edit Card’ button
and making the required change. Once you have
completed your card select the blue ‘Cast Vote’ or
‘Cast Partial Vote’ button.
The voting card remains editable until the voting
is closed at the conclusion of the Annual General
Meeting. Once voting has been closed all voting cards,
submitted and un-submitted, will automatically be
submitted and cannot be changed.
At the conclusion of the Annual General Meeting a red
bar with a countdown timer will appear at the top of
the Webcast and Slide windows advising the remaining
voting time available to shareholders. Please make any
changes required to your voting cards at this point and
submit your voting cards.
If an additional resolution is proposed during the
meeting, there will be a short delay while the resolution
is added to the voting card. Once the resolution has
been added you will be notified by the Chairman during
the meeting. In order to vote on the extra resolution
you will need to reopen your voting card to cast your
vote by clicking the ‘Edit Card’ button.
Note: Registration for the Annual General Meeting and voting opens
one hour before the meeting begins.
Virtual Annual General Meeting
Online Guide continued

Link Market Services Virtual Annual General Meeting Online Guide • 5
2. How to ask a question
Note: Only shareholders are eligible to ask questions.
You will only be able to ask a question after
you have registered to vote. If you would
like to ask a question, click on the ‘Ask a
Question’ box either at the top or bottom
of the webpage.
The ‘Ask a Question’ box will then pop up with two
sections for completion.
In the ‘Regarding’ section click on the drop down
arrow and select one of the following categories:
• General Business
• Resolution 1
• Resolution 2
• Resolution 3
• Resolution 4
• Resolution 5
• Resolution 6
After you have selected your question category, click in
the ‘Question’ section and type your question.
When you are ready to submit your question - click
the blue ‘Submit Question’ button. This will send the
question to the Management/Board.
Note that not all questions are guaranteed to be
answered during the Annual General Meeting, but we
will do our best to address your concerns.
Once you have asked a question a ‘View Questions’
box will appear.
At any point you can click on ‘View Questions’ and
see all the questions you have submitted. Only you can
see the questions you have asked.
Note: You can submit your questions by this method
one hour before the meeting begins, if you have
registered to vote. You can continue to submit
questions up until the close of voting.
If your question has been answered and you would
like to exercise your right of reply, you can do so by
submitting another question.

3. Downloads
If you would like to see the Notice of Annual
General Meeting or the Annual Report you
can do so here.
A
B
• To download the Notice of Meeting – click A
• To download the Annual Report – click B
When you click on these links the file will open in
another tab in your browser.
Voting closing
Voting will close 5 minutes after the close of
the Annual General Meeting.
At the conclusion of the Annual General Meeting a red
bar with a countdown timer will appear at the top of
the Webcast and Slide screens advising the remaining
voting time. If you have not yet submitted your vote at
this point, you will be required to do so now.
At the close of the meeting any votes you have placed
will automatically be submitted.
Virtual Annual General Meeting
Online Guide continued
1261.0 07/16 ISS1
Contact us
Australia
T +61 2 8280 7100
E info@linkmarketservices.com.au
New Zealand
T +64 9 375 5998
E enquiries@linkmarketservices.co.nz
United Arab Emirates
T +27 72 6299034
E paular@linkmarketservices.co.za