Kiwi Property/Announcement
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Kiwi Property Notice of Meeting

AGM31 May 2023KPGReal Estate

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, 28 June 2023.

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 2023. 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 Simon Shakesheff be re-elected as a director of

the company.

2. That Carlie Eve be elected as a director of the company.

3. That Peter Alexander be elected as a director of 

the company.

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

19 May 2023

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:

Te Kawau Room

Hyundai Marine Sports Centre

8-10 Tamaki Drive, Okahu Bay

Auckland 1071

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/kpg23

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.

• A shareholder wishing to appoint a proxy can do so either:

–Online: at investorcentre.linkmarketservices.co.nz/

voting/KPG; or

–By completing the enclosed 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, 26 June 2023

(being 48 hours prior to the meeting).

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 Simon Shakesheff and the election of

Carlie Eve and Peter Alexander, as it considers they each

have the necessary expertise to contribute to the overall

skill set required.

Profile of Simon Shakesheff

Simon is an Australian based professional director,

with a wealth of property and finance experience, covering

corporate strategy, mergers and acquisitions, and debt and

equity finance. He is currently a Director of Cbus Property,

Assembly Funds Management, SGCH (formerly St George

Community Housing) and HomeCo Daily Needs REIT, as well

as a consultant to the New South Wales Treasury Corporation.

Simon previously held a number of senior executive roles

at Stockland, Bank of America Merrill Lynch, UBS, J.P. Morgan

and Macquarie Bank.

MCOM

Member of the Audit and Risk and ESG Committees.

Date appointed: November 2019

Date last re-elected: June 2020

Please turn over

Explanatory notes

Resolutions 1, 2 & 3 – re-election and election

of directors

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. Simon Shakesheff was elected at the

June 2020 annual meeting, will retire at this annual meeting

and offers himself for re-election in line with these provisions.

In accordance with clause 27.6 of the Constitution of the

company and NZX Listing Rule 2.7.1, any director appointed

by the Board must retire at the next annual meeting, but shall

be eligible for election at that meeting. Carlie Eve and Peter

Alexander were appointed by the Board during the 2023

financial year and will therefore retire at this annual meeting.

Carlie and Peter offer themselves for election in accordance

with these provisions.

The Board has determined that Simon Shakesheff, Carlie Eve

and Peter Alexander will be independent directors for the

purposes of the NZX Listing Rules if 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.

Profile of Carlie Eve
Carlie has over 25 years’ finance and governance experience,

including executive roles at Goldman Sachs JB Were and also

Mint Asset Management, where she led the Australasian

Property Fund. Carlie is a former director of the Hobsonville

Land Company and currently sits on the board of the

Fonterra Shareholders Fund, as well as being the Chair of the

Diocesan School Heritage Foundation.

BSC/BCOM.

Profile of Peter Alexander

Peter has extensive experience in New Zealand’s property

sector, having held a range of executive roles over more

than 30 years. He was previously CEO of Stride Property

Group where he led the growth of its investment management

business and was head of property at Auckland International

Airport. He has also held senior executive roles at Property

for Industry, AMP Capital NZ, Goodman and Sky City

Entertainment. Peter is a Trustee of the Dilworth Trust Board.

BPA, FRICS.

Explanatory notes (cont.)

Location

Te Kawau Room

Hyundai Marine Sports Centre

8/10 Tamaki Drive, Orakei, Auckland 1071

Parking

FREE PARKING - identified with white lines.

PAY & DISPLAY - identified with yellow lines.

NO PUBLIC PARKING - Orakei Marina berth-holders ONLY,

towing is enforced.

Auckland CBD

Okahu Bay

Paritai Drive

P

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D

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Tamaki Drive

Tamaki Drive

N

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Tamaki Drive

Tamaki Drive

ORAKEI MARINA PARKING ONLY

$

$

$

Welcome!

Need help with parking?

NO PUBLIC PARKING - Orakei Marina berth-holders ONLY, towing is enforced.

PAY & DISPLAY - identified with yellow lines. Pay machines are located at:

$

FREE PARKING - identified with white lines.

YOU ARE

HERE

Hyundai Marine Sports Centre

8-10 Tamaki Drive Okahu Bay, Auckland 1071

Hyundai Marine Hyundai Marine

Sports Centre Sports Centre

---

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.

• 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, 26 June 2023 (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 DeliverLink 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:

Emailenquiries@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,

28 June 2023, 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 Simon Shakesheff be re-elected as a director of the Company

2. That Carlie Eve be elected as a director of the Company

3. That Peter Alexander be elected as a director of the Company

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.

• 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.

---

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

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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