Argosy issues Notice of Annual Meeting

Tu e s d a y
18 June 2024
Royal New Zealand
Yacht Squadron
181 Westhaven Drive
Westhaven Marina
LocationDateVenue


Notice of
Annual Meeting
2024
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 2024
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 18 June 2024 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 Jeff Morrison be elected as a Director.
Resolution 2
That Stuart McLauchlan be elected as a Director.
Resolution 3
That, for the purposes of NZX Listing Rule 2.11.1, the maximum aggregate amount of remuneration payable
by the Company to Directors (in their capacity as Directors) be increased by $25,000 per annum, from
$828,000 per annum to $853,000 per annum, with effect on and from 18 June 2024.
Resolution 4
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
Monday, 20 May 2024
CURRAN STREET
NORTHERN MOTORWAY
Royal New Zealand Yacht Squadron
181 Westhaven Drive, Westhaven Marina,
Auckland 1011
Tuesday, 20 June 2023
Commencing at 2.00pm
MEETING LOCATION:

ARGOSY PROPERTY LIMITED
NOTICE OF ANNUAL MEETING 2024
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 16 June 2024. In accordance
with NZX Listing Rule 6.3.1, any Director and any
person who is an Associated Person (as that term
is defined in the NZX Listing Rules) of a Director
may not vote on Resolution 3.
2. The Company is holding a hybrid annual meeting
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
(other than Resolution 3). Shareholders are also
able to appoint a proxy online.
7. If you appoint a Director or Associated Person
of a Director as your proxy, that person will only be able
to vote on Resolution 3 in accordance with your
express instructions, as set out in your proxy form.
Subject to the restrictions described above, the
Chairman and the directors will vote all discretionary
proxies, for which they have authority to vote, in favour
of each Resolution.
8. 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.
9. If you wish to appoint a proxy, you should
complete either the enclosed proxy form or the online
proxy form.
10. 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, by no
later than 2.00pm on Sunday, 16 June 2024
(being 48 hours before the meeting).
11. 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
16 June 2024 (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.

ARGOSY PROPERTY LIMITED
NOTICE OF ANNUAL MEETING 2024
12. 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, 16 June 2024 (being
48 hours before the meeting), in the same manner
as for appointment of a proxy.
13. 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 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.
Jeff Morrison and Stuart McLauchlan are to retire at the
2024 annual meeting and offer themselves for re-
election. The Board has determined that Jeff Morrison
and Stuart McLauchlan, if elected, will each be an
Independent Director (as defined in the NZX Listing
Rules). Brief profiles for Jeff Morrison and Stuart
McLauchlan are set out below.
DIRECTOR PROFILE:
Jeff Morrison
Director since July 2013
Mr Morrison is a qualified lawyer with a Bachelor of
Laws degree from The University of Auckland. He has
more than 40 years of experience as a property lawyer,
29 of them as a commercial property partner at Russell
McVeagh. He now practises on his own account. Mr
Morrison is a trustee of the Spirit of Adventure and
other charitable trusts and holds a number of private
company directorships. He is also a member of the
Institute of Directors in New Zealand.
DIRECTOR PROFILE:
Stuart McLauchlan
Director since August 2018
Mr McLauchlan is a Senior Partner of GS McLauchlan & Co
Business Advisors and Accountants, a prominent
businessman and company director. He is a Director of
Scenic Hotels Group Limited, Dunedin Casinos Limited,
EBOS Group Limited and several other companies.
Mr McLauchlan is also Chairman of the NZ Sports Hall of
Fame, AD Instruments Pty Limited, Scott Technology
Limited, Skyline Aviation Limited and Otago Community
Hospice. He is also a past President of the New Zealand
Institute of Directors. Mr McLauchlan is a qualified
accountant with a Bachelor of Commerce degree from the
University of Otago, an FCA from Chartered Accountants
Australia and New Zealand and is a Chartered Fellow of the
New Zealand Institute of Directors.
The Board recommends that you vote IN FAVOUR
OF Jeff Morrison and Stuart McLauchlan’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 Jeff
Morrison and Stuart McLauchlan because the Board
considers they have the expertise to contribute to the
overall skill set required by the Board.

ARGOSY PROPERTY LIMITED
NOTICE OF ANNUAL MEETING 2024
DIRECTORS’ REMUNERATION (Resolution 3)
Under NZX Listing Rule 2.11.1 and the Company’s
constitution, no remuneration may be paid to a Director
in his or her capacity as a Director of the Company, or as a
director of a subsidiary (other than a listed subsidiary),
unless such remuneration has been authorised by an
ordinary resolution of shareholders.
The Company currently has approval to pay a maximum
of $828,000 in aggregate to Directors for their
remuneration as Directors, which is being paid as set out
in the table below. The Board last reviewed Directors’
remuneration in 2021. Since then, the regulatory
landscape in which the Company operates has continued
to change, with increased regulatory risk and obligations
(particularly with respect to sustainability, carbon
emissions and climate change) resulting in increased
demand on Directors’ time and broadening their scope of
responsibilities in monitoring and assessing legal
and regulatory compliance.
The Company considers it desirable to attract and retain
high performing Directors whose skills and experience
are well suited to the Company’s requirements. The
Company engaged PwC to provide New Zealand listed
company benchmark data for the roles of Chairman,
committee chairs, committee members and base
non-executive directors. The Board reviewed this
benchmark data and based on a comparison of the
Company’s Directors’ fees to the market data, consider
the increases to the Directors’ remuneration set out in the
table below are appropriate to attract and retain high
performing Directors. A summary of PwC’s report is
available on Argosy’s website (www.argosy.co.nz).
OFFICE
CURRENT
REMUNERATION
PROPOSED
REMUNERATION
AMOUNT OF
INCREASE
NO. OF PERSONS
HOLDING OFFICE
Chair$160,000$160,000$01
Non-Executive Director$92,500$97,500$5,0005
Chair of Audit & Risk Committee$20,000$20,000$01
Audit & Risk Committee Member$12,000$12,000$03
Chair of Remuneration and
Nominations Committee$12,500$12,500$01
Remuneration and Nominations
Committee Member$6,000$6,000$02
Chair of ESG Committee$15,000$15,000$01
ESG Committee Member$10,000$10,000$01
Pool available for additional responsibilities
and one-off projects$100,000$100,000$0
$828,000$853,000$25,000
The increases in remuneration shown in the table above
will require a $25,000 increase in the approved maximum
aggregate amount of Director remuneration. This amount
is attributable to increases in the rate at which fees are
payable to individual directors. The Board may determine
the amount payable to each Director within the maximum
aggregate amount shareholders are being asked to
approve. If Resolution 3 is passed, the increase to the
aggregate amount of Directors’ remuneration will take
effect on and from 18 June 2024.
The new maximum aggregate amount of a $853,000 per
annum will continue to include a pool of $100,000 that
provides flexibility to remunerate Directors who assume
additional responsibilities (including one-off project work)
from time to time beyond the scope of their usual
responsibilities. No amounts have been paid to Directors
from this pool during the year to 31 March 2024. The
unused pool is not carried forward to future years.
The Board considers that 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 Board considers
the fee increases proposed are fair and reflective of
market conditions.
FIXING OF AUDITOR’S FEES AND EXPENSES
(Resolution 4)
Deloitte is automatically re-appointed as the auditor of the
Company under section 207T of the Companies Act 1993.
Resolution 4 authorises the Board to fix the fees and
expenses of Deloitte as the Company’s auditor.

argosy.co.nz

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LODGE YOUR PROXY

Online
ww.investorvote.co.nz
By Mail
Computershare Investor Services Limited
Private Bag 92119, Auckland 1142,
New Zealand

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 16 JUNE 2024
VOTING
You are entitled to one vote for every fully paid
share in Argosy Property Limited held as at 5.00pm
on Sunday 16 June 2024. 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 Virtually
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 16 June 2024.
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 (other than
Resolution 3).
In accordance with NZX Listing Rule 6.3.1, any
Director and any person who is an Associated
Person (as that term is defined in the NZX Listing
Rules) of a Director may not vote on Resolution 3.
If you appoint a Director or Associated Person of
a Director as your proxy, that person will only be
able to vote on Resolution 3 in accordance with
your express instructions, as set out in this
Voting/Proxy form.
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).
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 18 June 2024 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.
Trusts
Where a shareholder is a trust, this Voting/Proxy
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, 18 June 2024 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
RESOLUTIONSFORAGAINST
PROXY
DISCRETIONABSTAIN
1.That Jeff Morrison be elected as a Director.
2.That Stuart McLauchlan be elected as a Director.
3.That, for the purposes of NZX Listing Rule 2.11.1, the maximum aggregate amount of
remuneration payable by the Company to Directors (in their capacity as Directors) be increased
by $25,000 per annum, from $828,000 per annum to $853,000 per annum, with effect on and
from 18 June 2024.
4.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, 18 June 2024 commencing at 2.00pm.
ATTENDANCE SLIP