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 10.30am on Tuesday, 1 July 2025 at
Te Kawau Room, Hyundai Marine Sports Centre,
8-10 Tamaki Drive, Okahu Bay, Auckland.
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 2025. 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 Michele Embling be elected as a director of
the company.
2. That the directors of the company 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
both 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 2025
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, MUFG
Corporate Markets at: www.virtualmeeting.co.nz/kpg25
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 meeting guide: https://mail.cm.mpms.mufg.com/MUFG/
MUFG_VirtualMeetingGuide.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 nz.investorcentre.mpms.mufg.com/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 10.30am on Sunday,
29 June 2025 (being 48 hours prior to the meeting).
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 election of Michele Embling, as it considers she has
the necessary expertise to contribute to the overall skill
set required.
Profile of Michele Embling
Michele is an experienced Auckland-based director with a
background in insurance, energy, and financial industries. She
is Chair of Independent Crown Entity XRB (External Reporting
Board), a director of Transpower, IAG Insurance, and AIA
New Zealand, and also sits on the boards of Toitū Tahua: Centre
for Sustainable Finance and the Financial Reporting Council of
Australia. Michele is a former Chair of PwC New Zealand, former
Deputy Chair of New Zealand Global Women, and former
Co-Chair of Champions for Change.
Explanatory notes
Resolution 1 – election of a director
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. Michele Embling was
appointed by the Board during 2025 and will therefore retire
at this annual meeting. Michele offers herself for election in
accordance with these provisions.
The Board has determined that Michele Embling will be an
independent director 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, or
• Represent the interests of the company’s financial
product holders generally,
including 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.
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.
Resolution 2 – auditor’s remuneration
Deloitte Limited is automatically reappointed auditor of the
company at the annual meeting pursuant to section 207T(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 207S(a) of the Companies Act 1993.
Michele Embling
Parking
AUCKLAND COUNCIL PAY & DISPLAY PARKING
FREE PARKING
BERTH LICENSE PARKING ONLY
NO PUBLIC PARKING
Tamaki Drive
Paritai Drive
Ngapipi Rd
Paritai Drive
Tamaki Drive
Hyundai Marine
Sports Centre
Okahu Bay
Auckland CBD
Location
Te Kawau Room
Hyundai Marine Sports Centre
8-10 Tamaki Drive, Okahu Bay, Auckland 1071
---
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, by any of the
methods specified below, to be received no later than
10.30am on Sunday 29 June 2025 (being 48 hours prior
to the meeting).
How to lodge your proxy form
Online
nz.investorcentre.mpms.mufg.com/voting/KPG
You will require your CSN/holder number and Authorisation Code (FIN)
Email
Scan and email to: meetings.nz@cm.mpms.mufg.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 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.mpms.mufg.com
For further information
For any enquiries, please contact the Company’s Registrar, MUFG Corporate Markets, as follows:
Emailenquiries.nz@cm.mpms.mufg.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 Tuesday,
1 July 2025, 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
Resolutions ForAgainstDiscretionAbstain
1. That Michele Embling be elected as a director of the Company
2. 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
Meeting
Guide
MUFG Corporate Markets
A division of MUFG Pension & Market Services
Level 30, PwC Tower, 15 Customs Street West, Auckland 1010 | 0800 200 220 | meetings.nz@cm.mpms.mufg.com
MUFG Corporate Markets
A division of MUFG Pension & Market Services
Make sure your browser will work
by going to whatismybrowser.com
Supported browsers are:
• Chrome Version 44 and later
• Edge Version 92.0 and later
• Firefox Version 40.0.2 and later
• Safari MacOS 10.9 and later
Check your browser
Level 30, PwC Tower, 15 Customs Street West, Auckland 1010 | 0800 200 220 | meetings.nz@cm.mpms.mufg.com
MUFG Corporate Markets
A division of MUFG Pension & Market Services
You will need one of the
following to vote
If you’re an investor, you can find your
CSN/Holder Number on most investor
communications from us.
If you’re a proxy, your proxy number will be
sent to your email address one to two days
before the meeting.
Get ready to vote
A
Your CSN/
Holder Number
if you are an
investor
B
Your proxy
number if you
are an appointed
proxy
OR
Level 30, PwC Tower, 15 Customs Street West, Auckland 1010 | 0800 200 220 | meetings.nz@cm.mpms.mufg.com
MUFG Corporate Markets
A division of MUFG Pension & Market Services
Open your browser and go to
www.virtualmeeting.co.nz
Choose the meeting you want to watch from
the list and click the View Meeting button.
Register using your full name, mobile number,
email address, and participant type.
Read and accept the terms and conditions
before clicking on the Register and Watch
Meeting button.
Register for the meeting
Level 30, PwC Tower, 15 Customs Street West, Auckland 1010 | 0800 200 220 | meetings.nz@cm.mpms.mufg.com
MUFG Corporate Markets
A division of MUFG Pension & Market Services
The webcast will start by itself
when the meeting begins
If the webcast doesn’t start, press the play
button and check the volume on your device
is turned up. The meeting slides will be cycled
through while the webcast plays.
At the bottom are buttons for Get a Voting
Card, Ask a Question and a list of documents
available for download.
Watch the meeting
Level 30, PwC Tower, 15 Customs Street West, Auckland 1010 | 0800 200 220 | meetings.nz@cm.mpms.mufg.com
MUFG Corporate Markets
A division of MUFG Pension & Market Services
Register to vote by clicking on
the Get a Voting Card button
If you’re an investor, you will need to enter
your CSN/Holder Number.
If you’re an appointed proxy, you will need to
enter the proxy number in the Proxy Details
section, then click the Submit Details and
Vote button.
Get a voting card
Level 30, PwC Tower, 15 Customs Street West, Auckland 1010 | 0800 200 220 | meetings.nz@cm.mpms.mufg.com
MUFG Corporate Markets
A division of MUFG Pension & Market Services
Once you have your voting card,
tell us how you want to vote
You may need to use the scroll bar on the right
side of the voting card to see all resolutions.
Choose either Full Vote or Partial Vote using
the tabs. Click on either the For, Against, or
Abstain voting buttons. For a Partial Vote,
enter a number of votes—the total number of
votes you have are shown.
Enter your vote
Level 30, PwC Tower, 15 Customs Street West, Auckland 1010 | 0800 200 220 | meetings.nz@cm.mpms.mufg.com
MUFG Corporate Markets
A division of MUFG Pension & Market Services
Make sure you submit your vote
before the countdown timer
ends
Once you have finished voting, scroll down
to the bottom of the box and click on the
Submit Vote or Submit Partial Vote button.
You can close your voting card without
submitting your vote while voting is open.
Any votes you have already made are saved.
The voting card will be under the webcast
with a Not yet submitted message below.
You can edit your votes while voting is open
by clicking on Edit Card. This will re-open the
voting card with any previous votes made.
At the end of the meeting, a red bar with a
five-minute countdown timer will appear at
the top of the website advising the remaining
time to submit your voting cards. Once voting
has been closed, your vote can’t be changed.
Submit your vote
Level 30, PwC Tower, 15 Customs Street West, Auckland 1010 | 0800 200 220 | meetings.nz@cm.mpms.mufg.com
MUFG Corporate Markets
A division of MUFG Pension & Market Services
Only investors, proxies and
corporate representatives can
ask questions
If you have not registered a voting card,
you will be asked to enter your CSN/Holder
Number or proxy number before you can ask
a question.
Click on the Ask a Question button either at
the top or bottom of the page.
Ask a question
Level 30, PwC Tower, 15 Customs Street West, Auckland 1010 | 0800 200 220 | meetings.nz@cm.mpms.mufg.com
MUFG Corporate Markets
A division of MUFG Pension & Market Services
Select the category or resolution
for your question
Type your question in the Question box, and click
on the Submit Question button.
After submitting, click the View Questions button
to see your questions (only visible to you).
If your question has been answered and you want
to reply, submit another question.
Submit a question/reply
Level 30, PwC Tower, 15 Customs Street West, Auckland 1010 | 0800 200 220 | meetings.nz@cm.mpms.mufg.com
MUFG Corporate Markets
A division of MUFG Pension & Market Services
Title
Description
Body
Level 30, PwC Tower, 15 Customs Street West, Auckland 1010 | 0800 200 220 | meetings.nz@cm.mpms.mufg.com
MUFG Corporate Markets
A division of MUFG Pension & Market Services
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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