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Results of Special Meeting relating to Corporatisation

NZX RELEASE

15 December 2014

Results of Special Meeting relating to Corporatisation

Kiwi Income Property Trust is pleased to announce that Unit Holders today overwhelmingly approved resolutions to effect the corporatisation of the Trust.

Corporatisation of the Trust will involve the following:

• The Trust will be converted from a unit trust into a listed company, Kiwi Property Group Limited, trading as Kiwi Property. The Board of Kiwi Property will comprise the same directors as the Board of the current Manager of the Trust.

• Unit Holders will have their Units redeemed in exchange for Shares and will become Shareholders in Kiwi Property. Each Unit Holder will receive one Share in Kiwi Property for each Unit they hold on the record date for redemption of Units.

Details of the process for corporatisation were outlined in the Notice of Special Meeting and Prospectus released on 12 November 2014.

To enable corporatisation to be completed on 22 December 2014, the Units will be placed into a trading halt from the close of business on 16 December 2014. The Units will be redeemed, and Shares will be transferred to Unit Holders, on 22 December 2014. Those Shares will be quoted, and trading will commence, on the NZX Main Board from that date under the ticker code ‘KPG’.

No further action is required by Unit Holders.

Mark Ford, Chairman, said: “In the past 12 months, our investors have supported us through two major changes to our structure, including the internalisation of our management and, now, corporatisation. These initiatives will create long term cost savings and investment value.”

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“Our corporatisation will allow us to refresh our corporate brand, and we look forward to unveiling our new look in the very near future.”

“Our objective hasn’t changed however – we remain committed to providing our shareholders with a reliable investment in New Zealand property, and we will continue to target superior risk-adjusted returns over time through the ownership and active management of a diversified, high-quality portfolio.”

Results schedule
The outcome of voting on each resolution is as follows:

Resolution Result For Against
Units (No.) % Units (No.) %
RESOLUTION 1:

Corporatisation

Passed 499,740,790 99.93 348,971 0.07
RESOLUTION 2:

Transfer of the share in the Manager and termination of the Shareholding Deed

Passed 499,541,092 99.94 316,371 0.06

Resolution 1 was a resolution required to be passed in accordance with Section 18 of the Unit Trusts Act 1960, and as an Extraordinary Resolution as defined in the Trust Deed. It required approval by Unit Holders representing at least 75% of Units entitled to vote, and voting, and representing at least 25% of all Units. Resolution 2 was an Extraordinary Resolution and required approval by Unit Holders representing at least 75% of Units entitled to vote, and voting.

Key dates for completion of corporatisation
The key dates to effect corporatisation are as follows:

Event Date
Units cease trading on the NZX 16 December 2014
Record date for redemption of Units 19 December 2014
Shares issued on redemption of Units 22 December 2014
Corporatisation effected and Shares commence trading on the NZX 22 December 2014

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