Kiwi Property Notice of Meeting
Notice of Annual Meeting
Notice is hereby given that the annual
meeting of Kiwi Property Group Limited
shareholders will be held at 1.30pm on
Thursday, 27 June 2024.
This will be a hybrid event, enabling
attendees to join in person or online.
Agenda
Addresses
Our Chair, Simon Shakesheff, and our Chief Executive Officer,
Clive Mackenzie, will provide an overview of the company’s
performance for the year ended 31 March 2024. 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 Chris Aiken be re-elected as a director
of the company.
2. That Kevin Kenrick be elected as a director
of the company.
3. That the directors be authorised to fix the
auditor’s remuneration.
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.
Simon Shakesheff
Chair
28 May 2024
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:
World Cup Lounge
Level 4, Samsung South Stand
Eden Park
42 Reimers Ave, Kingsland,
Auckland 1024
2. Online
Shareholders can participate in the Annual Meeting virtually
using an online platform provided by our share registrar,
MUFG Corporate Markets (formerly ‘Link Market Services’)
at: www.virtualmeeting.co.nz/kpg24
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, MUFG Corporate
Markets, by any of the methods specified on the proxy
form, to be received no later than 1.30pm on Tuesday,
25 June 2024 (being 48 hours prior to the meeting).
6. The director is a substantial product holder of the
Company or a senior manager of, or person otherwise
associated with, a substantial product holder of
the Company.
7. The director is currently, or was within the last three years,
in a material contractual relationship with the Company
or any of its subsidiaries, other than as a director.
8. The director has close family ties or personal relationships
(including close social or business connections) with
anyone in the categories listed above.
9. The director has been a director with the Company
for a period of 12 years or more.
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 Chris Aiken and the election of Kevin Kenrick,
as it considers they have the necessary expertise to contribute
to the overall skill set required.
Profile of Chris Aiken
Chris is Chair of the ESG Committee and a member of
the Remuneration and Nominations Committee. He is a
member of the Kāinga Ora Construction Advisory Board and
Director of Waikato Developer Adare Ltd, and was previously
a director of Metlifecare, Piritahi Civils Alliance, Appserv Ltd
and Telecom Retail. Chris was Chief Executive or owner of
several New Zealand and International companies including
HLC Ltd, the Crown entity responsible for developing large
urban communities, such as Hobsonville Point.
BA
Chair of the ESG Committee and member of the
Remuneration and Nominations Committee.
Date appointed: June 2021
Please turn over
Explanatory notes
Resolutions 1 & 2 – re-election of a director &
election of a director
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. Chris Aiken was elected at the June 2021
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. Kevin Kenrick
was appointed by the Board during 2024 and will therefore
retire at this annual meeting. Kevin offers himself for election
in accordance with these provisions.
The Board has determined that Chris Aiken and Kevin Kenrick
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. The director is currently, or was within the last three
years, employed in an executive role by the Company,
or any of its subsidiaries.
2. The director is currently deriving, or has within the last
12 months derived, a substantial portion of his, her or
their annual revenue from the Company.
3. The director is currently, or was within the last 12 months,
in a senior role in a provider of material professional
services (other than an external auditor) to the Company
or any of its subsidiaries.
4. The director is currently, or was within the last three
years, employed by the external auditor to the Company
or any of its subsidiaries.
5. The director currently has, or had within the last three
years, a material business relationship (e.g. as a supplier
or customer) with the Company or any of its subsidiaries.
EDEN PARK
KINGSLAND
TRAIN STATION
New North Rd
Walters Rd
Cricket Ave
Raleigh St
Bellwood Ave
Sandringham Rd
Sandringham Rd
Reimers Ave
CAR P5 PARK
Directions to Eden Park from the
Southern Motorway:
• Take the Khyber Pass Road exit and continue until
you reach Symonds Street (750m).
• Turn left onto Symonds Street (160m) keep right and
continue onto New North Road (500m).
• Stay on New North Road (900m) then take a slight
left onto Sandringham Road (850m).
• Turn left onto Reimers Ave (400m).
• Entry and free parking is available in Car Park P5 off
Reimers Avenue, please enter via Gate G. Security will
assist with directing you to the nearest available car
parking spaces.
• Take the lift to Level 4 and enter the
World Cup Lounge.
The closest train station is Kingsland train station.
For full route, timetable and fare information call
Auckland Transport on 09 366 6400 or 0800 10 30 80
or visit www.at.govt.nz/bus-train-ferry
Profile of Kevin Kenrick
Kevin is an Auckland-based professional director with
significant experience in leading the strategic transformation
of retail focused businesses across the telecommunications,
travel, and media industry sectors. He is currently a director
of BNZ. Kevin previously held the role of CEO at TVNZ and
House of Travel, and executive leadership roles at Telecom NZ
and Lion.
Resolution 3 – auditor’s remuneration
Deloitte Limited is automatically reappointed auditor of the
company at the annual meeting pursuant to section 207(T)(1)
of the Companies Act 1993, unless the auditor gives notice it
does not wish to be reappointed, the auditor is not a qualified
auditor or the shareholders resolve to appoint a replacement
auditor. Deloitte Limited has not given such notice and
continues to be a qualified auditor. The resolution sought is to
authorise the directors to fix the remuneration of the auditor
pursuant to section 207(S)(a) of the Companies Act 1993.
Explanatory notes (cont.)
Location
World Cup Lounge
Level 4, Samsung South Stand
Eden Park
42 Reimers Ave, Kingsland,
Auckland 1024
Getting there
---
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, MUFG Corporate Markets (formerly ‘Link Market
Services’), by any of the methods specified below, to be
received no later than 1.30pm on Tuesday, 25 June 2024
(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:
MUFG Corporate Markets, PO Box 91976, Auckland 1142, New Zealand
Hand DeliverMUFG Corporate Markets, Level 30, PwC Tower, 15 Customs Street West, Auckland
Privacy
MUFG Corporate Markets (formerly ‘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. MUFG Corporate Markets’ privacy policy is available on their website at www.linkmarketservices.co.nz
For further information
For any enquiries, please contact the Company’s Registrar, MUFG Corporate Markets, 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 Thursday,
27 June 2024, 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 Chris Aiken be re-elected as a director of the Company
2. That Kevin Kenrick be elected as a director of the Company
3. That the directors of the Company be authorised to fix
the auditor’s remuneration
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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