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Kiwi Property Group Limited Proxy Solicitation & Information Statement 2026

May 22, 2026

66219_rns_2026-05-22_396afe71-0929-4f16-9cfb-fe45d694d9a9.pdf

Proxy Solicitation & Information Statement

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Kiwi Property

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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, 23 June 2026.

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 2026. 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 Simon Shakesheff be re-elected as a director of the company.
  2. That Peter Alexander be re-elected as a director of the company.
  3. That Carlie Eve be re-elected as a director of the company.
  4. 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 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.

SAMS

Simon Shakesheff
Chair of the Board of Directors
22 May 2026

Procedural notes

Attendance

All shareholders registered on the company's share register at 5pm (NZST) on Friday, 19 June 2026 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 Pension & Market Services, at: www.virtualmeeting.co.nz/kpg26.

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 how to 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 will 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, and may be the Chair of the meeting if you choose.

If you appoint a proxy, you may either direct your proxy how to vote for you, or you may give your proxy discretion to vote as they see fit. 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 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 Pension & Market Services, by any of the methods specified on the proxy form, to be received no later than 10.30am on Sunday, 21 June 2026 (being 48 hours prior to the meeting).

NZX

NZX Regulation Limited (NZ RegCo) does not take any responsibility for any statement contained within this Notice of Meeting.


Explanatory notes

Resolutions 1, 2 and 3 – re-election of directors

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. Each of Simon Shakesheff, Peter Alexander and Carlie Eve were last elected or re-elected at the company's June 2023 annual meeting, and accordingly each of these directors will retire at this annual meeting and offer themselves for re-election.

The Board has determined that each of Simon Shakesheff, Peter Alexander and Carlie Eve 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. In making a determination as to independence, the Board has considered the factors in the NZX Corporate Governance Code, as well as all other factors that may influence the independence or perceived independence of directors.

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 Simon Shakesheff, Peter Alexander and Carlie Eve as it considers they have the necessary expertise to contribute to the overall skill set of the Board to ensure that the Board continues to have an appropriate level of skills to support the company in achieving its objectives and managing the business.

Profile of Simon Shakesheff

Simon is an Australian-based professional director, with significant property and finance experience covering strategy, mergers and acquisitions, and debt and equity finance. He is a director of Cbus Property, Assembly Funds Management, SGCH (formerly St George Community Housing), Ingenia Communities and Chair of the Daily Needs Real Estate Investment Trust. Simon previously held a number of executive roles at Stockland, Bank of America Merrill Lynch, UBS, J.P. Morgan and Macquarie Bank.

Simon is a non-executive director, Chair of the Board of Directors of the company and a member of the Audit, Risk and Sustainability Committee. Simon was appointed in November 2019 and was last re-elected in June 2023.

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Profile of Peter Alexander

Peter has extensive experience in New Zealand's property sector, having held a range of executive roles over more than 30 years. He was previously CEO of Stride Property Group where he led the growth of its investment management business and was head of property at Auckland International Airport. He has also held senior executive roles at Property for Industry, Goodman and Sky City Entertainment. Peter is a former trustee and deputy Chair of the Dilworth Trust Board and is the Chair of Smith & Caughey Holdings Limited.

Peter is a non-executive director, Chair of the recently established ad hoc Investment Committee of the Board, and a member of the People and Culture Committee. Peter was appointed to the Board in May 2023 and elected in June 2023.

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← Peter Alexander


Profile of Carlie Eve

Carlie has over 30 years' finance and governance experience, including executive roles at Goldman Sachs JBWere and Mint Asset Management, where she led the Australasian Property Fund. Carlie is a former director of the Hobsonville Land Company and currently sits on the board of the Fonterra Shareholders Fund, as well as being the Chair of the Diocesan School Heritage Foundation.

Carlie is a non-executive director, member of the Audit, Risk and Sustainability Committee and a member of the recently established ad hoc Investment Committee of the Board. Carlie was appointed to the Board in May 2023 and elected in June 2023.

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Resolution 4 – auditor’s remuneration

Deloitte Limited is the existing auditor of the company and has indicated its willingness to continue as auditor. Deloitte is automatically re-appointed auditor of the company at the annual meeting pursuant to section 207T of the Companies Act 1993. Section 207S(a) of the Companies Act 1993 provides that the auditor’s fees and expenses must be fixed either by the company at the annual meeting or in the manner that the company determines at the annual meeting. The proposed resolution, if passed by shareholders, would authorise the Board, consistent with commercial practice, to fix the remuneration of Deloitte as the company’s auditor.

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Parking

  • AUCKLAND COUNCIL PAY & DISPLAY PARKING
  • FREE PARKING
  • BERTH LICENSE PARKING ONLY
  • NO PUBLIC PARKING