Argosy issues Notice of Annual Meeting

Tu e s d a y
23 June 2026
Royal New Zealand
Yacht Squadron
181 Westhaven Drive
Westhaven Marina
LocationDateVenue


Notice of
Annual Meeting
2026
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 2026
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 23 June 2026 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 Martin Stearne be elected as a Director.
Resolution 2
That Rachel Winder be elected as a Director.
Resolution 3
That the maximum aggregate amount of remuneration payable by the Company to Directors (in their
capacity as Directors) be revised to $796,500 per annum, with effect on and from 23 June 2026 (being
a reduction in $56,500 per annum from the aggregate amount previously approved by shareholders).
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 Notes accompanying this
Notice of Meeting. Please ensure you read and consider the resolutions together with the Explanatory Notes.
By order of the Board of Argosy Property Limited.
Jeff Morrison
Chairman
Friday, 22 May 2026
CURRAN STREET
NORTHERN MOTORWAY
Royal New Zealand Yacht Squadron
181 Westhaven Drive, Westhaven Marina,
Auckland 1011
Tuesday, 23 June 2026
Commencing at 2.00pm
MEETING LOCATION:

ARGOSY PROPERTY LIMITED
NOTICE OF ANNUAL MEETING 2026
Explanatory Notes
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.
Martin Stearne and Rachel Winder are to retire at the
2026 annual meeting and offer themselves for
re-election. The Board has determined that Martin
Stearne and Rachel Winder, if elected, will each be an
Independent Director (as defined in the NZX Listing
Rules). Brief profiles for Martin Stearne and Rachel
Winder are set out below.
DIRECTOR PROFILE:
Martin Stearne
Director since March 2020
Martin Stearne has over 25 years’ commercial and
capital markets experience, primarily in investment
banking. He is a Senior Advisor at Montarne Limited
and currently holds appointments to the NZ RegCo
Advisory Panel, the Takeovers Panel and the
Investment Committee of the Impact Enterprise Fund.
He is a member of INFINZ and Ice Angels. Mr Stearne
holds a BSc (Hons) in maths and a BCom in finance
from the University of Otago. He is also a member of
the New Zealand Institute of Directors.
DIRECTOR PROFILE:
Rachel Winder
Director since August 2019
Rachel Winder is an executive leader with over 20 years’
experience across property and infrastructure, spanning
property development, portfolio and investment strategy,
financial management, and organisational transformation.
Her career includes private, corporate, and government
environments across the construction, telecommunications,
and financial services sectors. Rachel has led large scale
initiatives that align teams, evolve ways of working,
and improve operational performance across multi site
operations. She brings a strategic perspective on how
property and infrastructure can enable business outcomes
and long-term value creation. Rachel holds an MBA from
the University of Otago and a Bachelor of Property from the
University of Auckland.

The Board recommends that you vote FOR Martin
Stearne and Rachel Winder’s election as Directors.

ARGOSY PROPERTY LIMITED
NOTICE OF ANNUAL MEETING 2026
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 Martin Stearne and Rachel
Winder because the Board considers they have the expertise to contribute to the overall skillset required by the Board.
DIRECTORS’ REMUNERATION (Resolution 3)
The Company currently has approval to pay a maximum of $853,000 per annum in aggregate to Directors for their
remuneration as Directors. The Board proposes to reduce the maximum aggregate amount by $56,500 per annum to
$796,500 per annum.
When the Directors’ fee pool was last approved by shareholders in 2024, there were six Directors on the Board. Since
the last annual meeting, the number of Directors has reduced to five. The Board considers it appropriate to seek
shareholder approval under Listing Rule 2.11.1(a) to reset the fee pool, to reflect a decrease in the size of the Board from
six Directors to five Directors. The Board will determine the amount payable to each Director within the new fee pool.
While a reduction in the fee pool is proposed, following a review of Directors’ remuneration, the Board’s current intention
is to increase the fees payable to individual Directors and for certain committee roles. The proposed Directors’ fee pool
allocation is outlined in the table below.
OFFICE
CURRENT
REMUNERATION
PROPOSED
REMUNERATION
AMOUNT OF
INCREASE
NO. OF PERSONS
HOLDING OFFICE
Chair$160,000$165,000$5,0001
Non-Executive Director$97,500$100,000$2,5004
Chair of Audit & Risk Committee$20,000$20,000$01
Audit & Risk Committee Member$12,000$12,000$02
Chair of Remuneration and
Nominations Committee$12,500$17,500$5,0001
Remuneration and Nominations
Committee Member$6,000$10,000$4,0003
Chair of ESG Committee$15,000$20,000$5,0001
ESG Committee Member$10,000$10,000$02
Pool available for additional responsibilities
and one-off projects$100,000$100,000$0
The new maximum aggregate amount of $796,500 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 2026, and any
unused portion is not carried forward to future years. It
should also be noted that, in accordance with Listing
Rule 2.11.3, the Board may increase the aggregate
remuneration payable if an additional director were
appointed. No decision has been made to appoint an
additional Director at this time.
The Board’s rationale for increasing individual Director
remuneration (including for certain committee roles)
is to ensure that the Board is able to continue to attract
and retain high-performing Directors with the right skills
and experience for the Company’s requirements, having
regard to:
— the legal and regulatory settings applicable to
the Company and the demand on Directors’ time
and an increase in their scope of responsibilities
to effectively govern within these settings,
particularly in recent times, with respect to
sustainability and climate change; and
— Directors’ fees paid by comparable NZX-listed
companies.
The Company engaged PwC to provide NZX-listed
company benchmark data for the roles of Chairman,
committee chairs, committee members and base
non-executive directors. A summary of PwC’s report is
available on Argosy’s website (www.argosy.co.nz).
The Board considers the individual Director and
committee member fees outlined in the table above
are appropriate to attract and retain Directors with
the skills and experience required to govern the
Company effectively.
Resolution 3: The Board recommends that you
vote FOR resolution 3.
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.
Resolution 4: The Board recommends that you
vote FOR resolution 4.

ARGOSY PROPERTY LIMITED
NOTICE OF ANNUAL MEETING 2026
Procedural 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 5.00pm on Sunday 21 June
2026. 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 – 13.
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 – 13.
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. Voting on all resolutions will be by way
of poll.
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, on which they will abstain
from voting).
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. The
Chairman and the Directors will vote all discretionary
proxies, for which they have authority to vote, in
favour of each Resolution (other than Resolution
3, where the directors are only permitted to vote in
accordance with express voting instructions).
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, 21 June 2026
(being 48 hours before the meeting).
11. If you are using the online proxy form:
—Go to the Computershare InvestorVote website
at: www.investorvote.com.
—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 21 June 2026 (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.
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, 21 June 2026 (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 which you vote.

argosy.co.nz

---

LODGE YOUR PROXY

Online
www.investorvote.com
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 21 JUNE 2026
VOTING
You are entitled to one vote for every fully paid
share in Argosy Property Limited held as at
5.00pm on Sunday 21 June 2026. 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
Computershare Investor Services 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 21 June 2026. 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. 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. Where voting instructions are
provided in advance, votes will be counted on the
poll regardless of whether the proxy attends the
meeting in person or virtually. 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, on which they will
abstain from voting).
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.
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 23 June 2026 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.
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
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, 23 June 2026 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 Martin Stearne be elected as a Director.
2.That Rachel Winder be elected as a Director.
3.That the maximum aggregate amount of remuneration payable by the Company to Directors (in
their capacity as Directors) be revised to $796,500 per annum, with effect on and from 23 June
2026 (being a reduction in $56,500 per annum from the aggregate amount previously approved
by shareholders).
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, 23 June 2026 commencing at 2.00pm.
ATTENDANCE SLIP