Argosy Property Limited logo

Argosy issues Notice of Annual Meeting

AGM18 May 2023ARGReal Estate

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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