Notice of annual meeting

NZX RELEASE
26 July 2022

Notice of annual meeting

Asset Plus Limited gives notice that the Annual Meeting will be held on Tuesday 23 August 2022
commencing at 1:15pm:

(a) online at www.virtualmeeting.co.nz/APL22; and

(b) subject to Government restrictions and to the extent otherwise practicable, at the offices of Link
Market Services, Level 30, PwC Tower (Commercial Bay), 15 Customs Street West, Auckland.

The venue for the meeting is located in the PwC Tower which is part of the Commercial Bay precinct in
the Auckland CBD. On arrival in the SkyLobby via the entry on Customs Street West, please select the
lift to Level 30 to access the meeting venue at Link’s offices. The building is easily accessed from
Britomart and the ferry terminal if you are arriving on public transport. There are also public carparking
options available, including the Downtown carpark (closest) and Britomart carpark (short walk).

More information regarding virtual attendance at the Annual Meeting (including how to vote and ask
questions virtually during the Annual Meeting) is available in the Virtual Meeting Online Portal Guide
attached.

A copy of the notice of meeting that is being sent to shareholders is attached.

-ENDS-

---

Notice is hereby given that the Annual
Meeting of Shareholders of Asset Plus
Limited will be held as follows:
Date of Meeting: 23 August 2022
Time: commencing at 1.15pm
Online: www.virtualmeeting.co.nz/apl22
Physical meeting (subject to Government restrictions and to the
extent otherwise practicable): at Link Market Services Limited,
Level 30, PwC Tower (Commercial Bay), 15 Customs Street West,
Auckland (with entry to the meeting room available from 1.00pm)
ANNUAL MEETING OF
SHAREHOLDERS
23 AUGUST 2022

Construction progress of Munroe Lane, Auckland
2

Notice of Annual Meeting
Asset Plus Limited (the Company) hereby gives you
notice that the 2022 Annual Meeting of Shareholders will
be held on Tuesday, 23 August 2022, commencing at
1.15pm (New Zealand time):
(a) online at www.virtualmeeting.co.nz/apl22
(b) subject to Government restrictions and to the extent
otherwise practicable, at the offices of Link Market
Services Limited, Level 30, PwC Tower (Commercial
Bay), 15 Customs Street West, Auckland.
Agenda:
A. Chair’s Address
B. Manager’s Presentation
C. Resolutions:
1. Re-election of Director – Paul Duffy
Paul Duffy retires under NZX Listing Rule 2.7.1
and, being eligible, offers himself for re-election
as a Director of the Company.
To consider and, if thought fit, to pass the
following resolution as an ordinary resolution:
“That Paul John Duffy be re-elected
as a Director of the Company.”
A brief biography for Paul Duffy is set out in the
Explanatory Notes on page 4.
2. Re-election of Director – Bruce Cotterill
Bruce Cotterill retires under NZX Listing Rule 2.7.1
and, being eligible, offers himself for re-election as
a Director of the Company.
To consider and, if thought fit, to pass the
following resolution as an ordinary resolution:
“That Donald Bruce Cotterill be re-elected
as a Director of the Company.”
A brief biography for Bruce Cotterill is set out in
the Explanatory Notes on page 4.

3. Auditor’s fees and expenses
To record the re-appointment of Grant Thornton
as auditors of the Company and to consider and, if
thought fit, to pass the following resolution as an
ordinary resolution:
“That the Board be authorised to fix the auditors’
fees and expenses from time to time.”
An explanation of this Resolution is set out in the
Explanatory Notes on page 4.
The Board unanimously recommends that
you vote in favour of all Resolutions.
D. Shareholder questions
E. General Business
Such other business as may be properly raised for
discussion at the meeting.
By order of the Board
Bruce Cotterill
Chairman
25 July 2022
Notice of Meeting
3

Explanatory Notes
These notes form part of this Notice of Annual Meeting.
Resolution 1
Re-election of Director – Paul Duffy
The NZX Listing Rules provide that Directors must not
hold office (without re-election) past the third annual
meeting following the Director’s appointment or 3 years,
whichever is the longer.
Paul Duffy was last re-elected as a Director of the
Company at the Company’s 2019 Annual Meeting.
Accordingly, Paul is required to retire at this Annual
Meeting and, being eligible, offers himself for re-election.
The Board unanimously supports his re-election.
A brief biography of Paul Duffy follows:
Paul Duffy has over 36 years of experience in the
property investment/development industry, including CEO/
executive director of DNZ Property Fund (now named
Stride Property) for 13 years.
During his career, Paul held the position of General
Manager of Fletcher Property Limited and was Joint
Managing Director of US Real Estate Subsidiaries for the
Abu Dhabi Investment Authority. In this role, he oversaw
the formation of a large real estate portfolio in the United
States and Europe.
Paul was previously chairman of Augusta Capital and
Augusta Funds Management, which has now rebranded
to Centuria Funds Management NZ. He stepped down as
chairman of those companies in late 2020.
Paul is currently a Director of Leighs Construction and a
number of private companies.
The Board considers that, if re-elected, Paul Duffy will
not qualify as an Independent Director for the purposes
of the NZX Listing Rules due to his previous relationship
with the Company’s external manager, Centuria Funds
Management NZ.
Resolution 2
Re-election of Director – Bruce Cotterill
Bruce Cotterill was last re-elected as a Director of the
Company at the Company’s 2019 Annual Meeting.
Accordingly, Bruce is required to retire at this Annual
Meeting and, being eligible, offers himself for re-election.
The Board unanimously supports his re-election.
A brief biography of Bruce Cotterill follows:
Bruce Cotterill joined the Board of Asset Plus in April
2017. Bruce is an experienced CEO, Chairman and
Company Director, who has excelled in a number of
sectors and in a range of extremely demanding roles.

This includes businesses going through major
transformation brought about by financial performance,
structural change and cultural issues.
As a CEO he has lead real estate group Colliers, both
in New Zealand and Australia, Kerry Packer’s ACP
Magazines, and iconic New Zealand sportswear company
Canterbury International. As CEO of Yellow Pages Group
he was appointed to lead that Company through a period
of dramatic change, including the, restructure of the
Company’s $1.8 billion of debt.
Bruce was Chairman of Noel Leeming Group for 8 years
until that Company’s sale to The Warehouse. He is
currently a director of Rush Digital and Duncan Cotterill.
The Board considers that, if re-elected, Bruce Cotterill will
qualify as an Independent Director for the purposes of the
NZX Listing Rules.
Resolution 3
Auditor’s fees and expenses
Grant Thornton are automatically re-appointed
as auditors of the Company under section
207T of the Companies Act 1993 at the annual
meeting of shareholders.
Shareholder approval is therefore sought for
the Board to fix the fees and expenses of Grant
Thornton as auditor for the ensuing year, as
required by the Companies Act.
Notice of Meeting
4

Procedural Notes and Other Matters
Attendance
All Shareholders registered on the Company’s share
register as at 5.00pm on Friday, 19 August 2022 are
entitled to attend (in person or online) and vote at the
Annual Meeting or to appoint a proxy or representative
(in the case of a corporate Shareholder) to attend and
vote on their behalf.
Attendance online
To attend the meeting online please go to
www.virtualmeeting.co.nz/apl22. Shareholders
attending online will be able to vote and ask questions
during the Annual Meeting. More information regarding
virtual attendance at the Annual Meeting (including how
to vote and ask questions virtually during the Annual
Meeting) is available in the Virtual Meeting Online Portal
Guide available at www.virtualmeeting.co.nz/help.
Attendance in person
The venue for the Annual Meeting for those Shareholders
attending in person is Link Market Services Limited, Level
30, PwC Tower (Commercial Bay), 15 Customs Street
West, Auckland (with entry to the meeting room available
from 1.00pm).
Asset Plus may, in its sole discretion, elect to hold the
Annual Meeting as an online only meeting if it considers
there are potential risks to the health of meeting
attendees or if an in-person meeting is prohibited by law,
as a result of significant developments in the COVID-19
situation in New Zealand and restrictions on the size
of public gatherings. In such circumstances, Asset Plus
will provide shareholders with as much notice as is
reasonably practicable by way of an announcement to
the NZX and on the Company’s website at
www.assetplusnz.co.nz.
Proxies
You may exercise your right to vote at the Annual Meeting
either by being present in person or by appointing a proxy
to attend and vote in your place. A proxy need not be a
Shareholder of the Company. If you wish, you may appoint
the Chair of the Annual Meeting or any Director of the
Company as your proxy. You may direct your proxy to vote,
or give your proxy a discretion to vote how he/she sees
fit. If you wish to give your proxy such discretion you must
mark the appropriate boxes on the proxy voting form.
If you do not mark any box on the proxy voting form in
respect of a resolution, then your direction is for your proxy
to abstain from voting on that resolution. If you make more
than one election in respect of the resolution your vote will
be invalid on that resolution.
If you appoint the Chair of the Annual Meeting or any
other Director as your proxy with a discretion as to how
votes are cast, the Chair or Director (as applicable) will
vote in favour of the relevant resolution.
A proxy voting form is attached to this Notice of Annual
Meeting. If you wish to vote by proxy you must complete
the form and provide it to the Company or its share
registrar, Link Market Services, so as to be received no
later than 1.15pm (New Zealand time) on Sunday, 21
August 2022.
Completed proxy voting forms can be sent to Link Mark
Services by the following methods:
Online: Visit the Link Market Services Investor website:
bcast.linkinvestorservices.co.nz/generic/docs/
OnlinePortalGuide.pdf and follow the prompts.
Email: Scan and email to:
meetings@linkmarketservices.com
Please put “Asset Plus Proxy” in the subject
line for easy identification.
Mail: If mailing from New Zealand please use the
reply-paid envelope provided. If mailing from
outside New Zealand please affix the required
postage and address to:
Link Market Services Limited,
P.O. Box 91976,
Victoria Street West,
Auckland 1142,
New Zealand
Deliver: Deliver your completed proxy voting form to:
Link Market Services Limited,
Level 30, PwC Tower (Commercial Bay)
15 Customs Street West
Auckland
Ordinary Resolutions
Each of Resolution 1, Resolution 2 and Resolution 3
will be passed if approved by ordinary resolution at
the Annual Meeting. 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.
Voting restrictions
All Shareholders are eligible to vote on each resolution.
Notice of Meeting
5

Artist’s impression of Munroe Lane, Auckland
6

7

---

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/ADMISSION CARD FOR ASSET PLUS LIMITED’S 2022 ANNUAL MEETING
The Annual Meeting of Asset Plus Limited will be held at 1:15pm on Tuesday 23 August 2022 at Link Market Services, Level 30, PwC Tower,
(Commercial Bay), 15 Customs Street West, Auckland. If you will attend the Meeting, please bring this form to assist with your registration. If you will not
attend the Meeting 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, Sunday, 21 August 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. Shareholders are also able to attend the Annual Meeting online via the Link Market Services Virtual Meeting platform at
www.virtualmeeting.co.nz/apl22. If you will be attending online, you will require your Holder Number for verification purposes.


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 each item of business (resolutions 1,
2 and 3 on the next page). If you do not provide an election in respect of a resolution, then your direction is to abstain on that resolution. If you make
more than one election in respect of a resolution your vote will be invalid on that 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 resolutions 1, 2 and 3.

Attending the meeting
If you wish to vote in person, you should attend the Meeting. Please bring this form with you to the Meeting to assist with your registration.
A corporation may appoint a person to attend 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) of ____________________________________________________________ (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 Annual Meeting of Asset
Plus Limited to be held on Tuesday, 23 August 2022, at 1:15pm at Link Market Services, Level 30, PwC Tower, 15 Customs Street West, Auckland and
online at www.virtualmeeting.co.nz/apl22
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 resolutions:

Tick () in box to vote
ORDINARY RESOLUTIONS For Against Abstain Discretion
1.
That Paul John Duffy be re-elected as a Director of the Company.
   
2. That Donald Bruce Cotterill be re-elected as a Director of the Company.

   
3.
That the Board be authorised to fix the auditors’ fees and expenses from time to time.

   

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 Annual Shareholders’ Meeting (either in person or via the virtual meeting platform at www.virtualmeeting.co.nz/apl22 will
have the opportunity to ask questions during the Meeting. If you cannot attend the Annual Shareholders’ Meeting 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 Sunday, 21 August 2022.
The Board will address and answer questions at the Annual 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:

---

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