Argosy issues Notice of Annual Meeting
Notice of
Annual
Meeting
2023
Tuesday
20 June 2023
Royal New Zealand
Yacht Squadron
181 Westhaven Drive
Westhaven Marina
LocationDateVenue
Royal New Zealand Yacht Squadron
181 Westhaven Drive, Westhaven Marina
Auckland 1011
And online virtually through the
Computershare Meeting Platform
https://meetnow.global/nz
ARGOSY PROPERTY LIMITED
NOTICE OF ANNUAL MEETING 2023
Notice
Notice is given that the annual meeting of shareholders of Argosy Property
Limited will be held at the Royal New Zealand Yacht Squadron, 181
Westhaven Drive, Westhaven Marina, Auckland 1011 and online virtually through
the Computershare Meeting Platform https://meetnow.global/nz on Tuesday
20 June 2023 commencing at 2.00pm.
Agenda
CHAIRMAN’S INTRODUCTION
CHIEF EXECUTIVE OFFICER’S REVIEW
RESOLUTIONS
To consider, and if thought fit, pass the following resolutions.
Resolution 1
That Rachel Winder be elected as a Director.
Resolution 2
That Martin Stearne be elected as a Director.
Resolution 3
That the Board be authorised to fix the auditor’s fees and expenses.
Further information relating to these resolutions is set out in the Explanatory Memorandum
accompanying this Notice of Meeting. Please ensure you read and consider the resolutions
together with the Explanatory Memorandum.
By order of the Board of Argosy Property Limited.
Jeff Morrison
Chairman
Thursday, 18 May 2023
Royal New Zealand Yacht Squadron
181 Westhaven Drive, Westhaven Marina,
Auckland 1011
Tuesday, 20 June 2023
Commencing at 2.00pm
MEETING LOCATION:
CURRAN STREET
NORTHERN MOTORWAY
ARGOSY PROPERTY LIMITED
NOTICE OF ANNUAL MEETING 2023
Important Notes
ENTITLEMENT TO VOTE
1. The persons who will be entitled to vote at
the annual meeting are those persons who are
registered on the Company’s share register
as holding fully paid ordinary shares in the
Company at 5pm on Sunday 18 June 2023.
2. The Company is holding a hybrid annual meeting
this year to allow shareholders who are unable to
attend in person to have the opportunity to attend
online through the Computershare Meeting
Platform https://meetnow.global/nz. By using the
web platform, you will be able to watch the annual
meeting, vote and ask questions online using your
smartphone, tablet or desktop device. Please
refer to the Virtual Meeting Guide available at
www.computershare.com/vm-guide-nz for more
information. You will need the latest version of
Chrome, Safari or Edge to access the meeting.
Please ensure your browser is compatible.
If you wish to appoint a proxy to attend online
on your behalf, please ensure that you provide
their contact details (phone and email) either
in the enclosed proxy form or the online proxy
form in accordance with the instructions in
paragraphs 5 – 12.
CASTING YOUR VOTE
3. You may cast your vote in one of two ways:
—Personal attendance: If you wish you can attend
the meeting in person or participate virtually
via the Computershare Meeting Platform
https://meetnow.global/nz.
—Appointing a proxy to vote: In accordance
with the instructions in paragraphs 5 – 12.
ORDINARY RESOLUTIONS
4. Each of the resolutions to be moved at the annual
meeting is an ordinary resolution. For an ordinary
resolution to be passed, it must be approved by a
simple majority of the votes of shareholders who
are entitled to vote and vote on the resolution,
in person or by proxy.
PROXIES AND VOTING
5. A shareholder entitled to attend and vote at the
meeting is entitled to appoint a proxy to attend and
vote instead of that shareholder. A proxy need not
be a shareholder.
6. If the Chairman of the meeting or any other
director is appointed to act as proxy and is not
directed how to vote, they will vote in favour of
each Resolution.
7. If you complete your proxy form but do not name a
person as your proxy or your proxy does not attend
the meeting, the Chairman of the meeting will vote
in accordance with your express directions.
8. If you wish to appoint a proxy, you should
complete either the enclosed proxy form or
the online proxy form.
9. If you are completing the enclosed proxy form:
—The proxy form must be signed by at least
one shareholder.
—In the case of joint shareholders, if the
shareholders appoint different voting proxies,
the vote of the proxy appointed by the first
named joint shareholder will be counted.
Seniority shall be determined by the order
in which the joint shareholders’ names stand
in Argosy Property Limited’s share register.
—If the proxy form is signed under a power
of attorney or other authority, that power
of attorney or other authority or a certified
copy of such power of attorney or authority,
if not previously provided to the Company,
must accompany the proxy form, together
with a completed certificate of non-revocation.
—Completed proxy forms must be received by
the Company’s share registrar, Computershare
Investor Services Limited at Private Bag 92119,
Auckland 1142, New Zealand or at
corporateactions@computershare.co.nz or
facsimile +64 9 488 8787, by no later than 2.00pm
on Sunday, 18 June 2023 (being 48 hours before
the meeting).
10. If you are using the online proxy form:
—Go to the Computershare InvestorVote
website at: www.investorvote.co.nz.
—Follow the instructions and prompts on the
website to complete your online proxy form.
Please note that you will need your CSN/
Shareholder Number and post code.
—The online proxy form must be submitted
from the website by no later than 2.00pm on
Sunday 18 June 2023 (being 48 hours before the
meeting). Please note that the online proxy form
cannot be used to appoint a proxy under a power
of attorney or similar authority.
11. A proxy granted by a company must be signed by
a duly authorised officer or attorney who is acting
under the company’s express or implied authority.
If a representative of a shareholding company is to
attend the meeting, they must provide a Certificate
of Appointment of Corporate Representative to
Computershare Investor Services Limited, by no
later than 2.00pm on Sunday, 18 June 2023 (being
48 hours before the meeting), in the same manner
as for appointment of a proxy.
12. If you are attending the meeting and voting in more
than one capacity (e.g. also as proxy, attorney or
representative for one or more other shareholders),
you must fill out separate voting papers in respect
of each capacity in which you vote.
Explanatory Memorandum
DIRECTOR ELECTIONS (RESOLUTIONS 1–2)
In accordance with Listing Rule 2.7.1, Directors must
not hold office past the third annual meeting following
the Director’s appointment or 3 years, whichever is the
longer. Those who retire are eligible for re-election at
the annual meeting.
Rachel Winder and Martin Stearne are to retire at
the 2023 annual meeting, and offer themselves for
re-election. The Board has determined that Rachel
Winder and Martin Stearne, if elected, will each be an
Independent Director (as defined in the NZX Listing
Rules). Brief profiles for Rachel Winder and Martin
Stearne are set out below.
DIRECTOR PROFILE:
Rachel Winder
Director since August 2019
Mrs Winder has over 20 years commercial property
experience including development, strategy, portfolio
management, and financial management. Her
experience spans both commercial and government,
particularly construction, telecommunications and
financial services. Mrs Winder has a particular
interest in how property strategy can be an enabler
for business performance. Currently consulting across
a range of entities, Rachel holds an MBA from the
University of Otago and a Bachelor of Property from
Auckland University. She is also a member of Property
Council New Zealand and the New Zealand Institute
of Directors.
DIRECTOR PROFILE:
Martin Stearne
Director since March 2020
Mr Stearne has over 25 years of commercial and capital
markets experience. He worked at First NZ Capital (now
Jarden) and its predecessor firms from 1995 until 2015.
He is now a senior advisor to Montarne Capital Partners.
He holds appointments to the NZX Listing Subcommittee,
the Takeovers Panel and the Investment Committee of the
Impact Enterprise Fund. He is a member of INFINZ and
IceAngels. Mr Stearne holds a B.Sc (Hons) in maths and
a B.Com in finance from the University of Otago. He is also
a member of the New Zealand Institute of Directors.
The Board recommends that you vote
IN FAVOUR OF Rachel Winder and
Martin Stearne’s election as Directors.
Reasons for the Board’s
Recommendations
ELECTION OF DIRECTORS (RESOLUTIONS 1-2)
The Board wishes to ensure that it possesses the
appropriate blend of expertise, skills and experience,
having regard to the size of the Company and the nature
of its business. The Board supports the election of
Rachel Winder and Martin Stearne because the Board
considers they have the expertise to contribute to the
overall skill set required by the Board.
FIXING OF AUDITOR’S FEES AND EXPENSES
(RESOLUTION 3)
Deloitte is automatically re-appointed as the auditor of
the Company under section 207T of the Companies Act
1993. Resolution 3 authorises the Board to fix the fees
and expenses of Deloitte as the Company’s auditor.
ARGOSY PROPERTY LIMITED
NOTICE OF ANNUAL MEETING 2023
---
LODGE YOUR PROXY
Online
www.investorvote.co.nz
By Mail
Computershare Investor Services Limited
Private Bag 92119, Auckland 1142,
New Zealand
By Fax
+64 9 488 8787
corporateactions@computershare.co.nz
For all enquiries contact
+64 9 488 8777
corporateactions@computershare.co.nz
FOR YOUR PROXY APPOINTMENT TO BE EFFECTIVE IT MUST BE RECEIVED
BY 2.00PM, SUNDAY 18 JUNE 2023
VOTING
You are entitled to one vote for every fully paid
share in Argosy Property Limited held as at
5.00pm on Sunday 18 June 2023. Voting at the
meeting will occur by way of a poll. The Chairman
will demand a poll at the start of the meeting.
HOW TO VOTE
Attending the Meeting in person
If you propose TO ATTEND the meeting in
person, please bring this Voting/Proxy Form intact
to the meeting as it contains your attendance slip.
Attending the Meeting Virtually
If you propose TO ATTEND the meeting virtually
please refer to the Virtual Meeting Guide available
at www.computershare.com/vm-guide-nz prior to
the meeting. You can participate in the meeting
virtually through the Computershare Meeting
Platform https://meetnow.global/nz. To access the
meeting, click ‘Go’ under the Argosy Property
Limited meeting and then click ‘JOIN MEETING
NOW’. By using the meeting platform, you will be
able to watch the meeting, vote and ask questions
online using your smartphone, tablet or desktop
device. You will need the latest version of Chrome,
Safari or Edge to access the meeting. Please
ensure your browser is compatible. For any
assistance with the online process, you may
contact Computershare on +64 9 488 8777
between 8.30am – 5.00pm Monday to Friday.
Appointment of Proxy
If you DO NOT propose to attend the meeting but
wish to be represented by a proxy, please complete
and sign this Voting/Proxy Form. The Voting/
Proxy Form must be deposited with Argosy
Property Limited in any way as indicated on
the front of this Voting/Proxy Form, so as to
be received by no later than 2.00pm on Sunday
18 June 2023. A proxy need not be a shareholder.
If you direct your proxy how to vote, the person
you appoint as your proxy will be entitled to
attend the meeting to represent your interests
and must be present at the meeting for your vote
to be counted. If you have directed your proxy on
all resolutions, your proxy will not be issued with
voting papers as your vote will be automatically
counted on a poll. Should the shareholder/s wish
to direct the proxy how to vote, the boxes overleaf
should be completed. If you mark the “Proxy
Discretion” box for any resolution (or if no box
is marked), you are directing your proxy to vote
as he or she thinks fit in which case, your proxy
will be issued with voting papers and will need
to vote on a poll. If you do not name a person as
your proxy or your proxy does not attend the
meeting, the Chairman of the Meeting will vote
in accordance with your express directions.
If you wish, you may appoint the Chairman of
the meeting or any director as your proxy. To
appoint the Chairman or a director, enter “the
Chairman” or the director’s name in the space
allocated in “Step 1” of this form. If you appoint
the Chairman or any director as your proxy, and
such person is not directed how to vote, the
Chairman or director will vote in favour of
all resolutions.
SIGNING INSTRUCTIONS
Individual
Where a shareholder is an individual, this Voting/
Proxy Form must be signed by the shareholder
or his or her duly authorised attorney.
Companies
Where a shareholder is a company, this Voting/
Proxy Form must be signed by a duly authorised
attorney(s) or officer(s).
Trusts
Where a shareholder is a trust, this Voting/Proxy
VOTING/PROXY FORM
www.investorvote.co.nz
Lodge your proxy online, 24 hours a day, 7 days a week:
Your secure access information
Control Number: CSN/Shareholder Number:
PLEASE NOTE: You will need your CSN/Shareholder Number and post code or country of residence (if outside
New Zealand) to securely access InvestorVote and then follow the prompts to appoint your proxy and submit your
voting instructions.
The annual meeting of Argosy Property Limited will be held on Tuesday 20 June 2023 at 2.00pm at the Royal New Zealand
Yacht Squadron, 181 Westhaven Drive, Westhaven Marina, Auckland. Shareholders are also able to attend and vote at the
annual meeting online in accordance with the instructions in Argosy Property Limited’s Notice of Meeting. If you propose
not to attend the annual meeting, whether in person or virtually via the online platform, but wish to appoint a proxy, please
complete this form in accordance with the instructions below.
SMARTPHONE?
Scan the QR code
to vote now.
Form should be signed as above by at least one
trustee in accordance with the relevant trust deed
(using the rules for an individual or a company,
depending upon whether the trustee is an
individual or a company).
Partnerships
Where a shareholder is a partnership, this Voting/
Proxy Form should be signed as above by at
least one partner in accordance with the rules
governing the partnership (using the rules for an
individual or a company, depending upon whether
the partner is an individual or a company).
Joint Shareholders
At least one joint shareholder should sign this
Voting/Proxy Form (on behalf of all joint
shareholders). In the case of joint shareholders,
if the shareholders appoint different voting
proxies, the vote of the proxy appointed by the
first named joint shareholder will be counted.
Seniority shall be determined by the order in
which names stand in Argosy Property Limited’s
share register.
Power of Attorney
If this Voting/Proxy Form is completed by an
attorney, the power of attorney or a certified
copy must, if not previously produced to Argosy
Property Limited, accompany the Voting/Proxy
Form together with a completed certificate of
non-revocation of authority.
Body Corporate
A body corporate shareholder may appoint
a representative to attend the meeting on its
behalf in the same manner as if it were appointing
a proxy in accordance with the rules governing
the body corporate.
Go online to lodge your proxy or turn over
to complete the form.
PROXY FORM
STEP 1 APPOINT A PROXY TO VOTE ON YOUR BEHALF
I/We
being a shareholder/shareholders of Argosy Property Limited
hereby appoint:
of
(FULL NAME OF PROXY) (FULL ADDRESS)
or failing him/her of
(FULL NAME OF PROXY) (FULL ADDRESS)
as my/our proxy to vote for me/us at the annual meeting of Argosy Property Limited to be held at the Royal New Zealand Yacht Squadron,
181 Westhaven Drive, Westhaven Marina, Auckland, on Tuesday, 20 June 2023 commencing at 2.00pm and at any adjournment of that meeting.
STEP 2 VOTING INSTRUCTIONS/VOTING PAPER
This form is to be used to vote as follows: Tick () in box to vote
RESOLUTIONS
FORAGAINSTPROXY
DISCRETION
ABSTAIN
1.That Rachel Winder be elected as a Director.
2.That Martin Stearne be elected as a Director.
3.That the Board be authorised to fix the auditor’s fees and expenses.
and to vote on any other resolutions put before the meeting to amend any of the resolutions, or any resolution so amended, and on any other
resolution proposed or procedural matter raised at the meeting (or any adjournment thereof ).
If your proxy will be attending online and is not the Chair of the Meeting or any other director of the Company, please ensure that you
provide their contact details (phone and email address). If this information is not provided, we cannot guarantee remote admission to the
virtual meeting for your proxy.
Proxy contact details (phone):
and (email):
SIGN SIGNATURE OF SHAREHOLDER(S) This section must be completed.
Shareholder 1 Shareholder 2 Shareholder 3
or Sole Director and Sole Company Secretary or Director or Director/Company Secretary
Contact Name Contact Daytime Telephone Date
Shareholders can still attend the meeting electronically, even if they have appointed a proxy (although they will not be able to vote
if a proxy has been appointed).
Annual meeting of Argosy Property Limited to be
held at the Royal New Zealand Yacht Squadron,
181 Westhaven Drive, Westhaven Marina, Auckland,
on Tuesday, 20 June 2023 commencing at 2.00pm.
ATTENDANCE SLIP
Data sourced from publicly available filings. Our datasets may not be complete. Automated analysis can produce errors. If you believe any data on this page is incorrect, please contact us at hello@nzxplorer.co.nz. For informational purposes only. Not investment advice.
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