Kiwi Property/Announcement
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Kiwi Property Notice of Meeting

AGM28 May 2025KPGReal 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 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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