Augusta Capital : 28/10/16- "Augusta Capital Proposal to NPT Limited""

28 October 2016‌‌‌‌

NPT Limited (Company) Level 13

99 Albert Street Auckland

Request to call special meeting of shareholders

1. Pursuant to section 121 of the Companies Act 1993 (Act), Augusta Capital Limited (Augusta), which holds shares carrying not less than 5% of the voting rights in the Company entitled to be exercised on the issue, hereby requests the board call a special meeting of shareholders of the Company (Meeting) to consider the following resolutions (Resolutions):

2. That Sir John Anthony Anderson be removed from his office as a director of the Company with immediate effect.

3. That James William Sherwin be removed from his office as a director of the Company with immediate effect.

4. That Anthony William Sewell be removed from his office as a director of the Company with immediate effect.

5. That Robert Allen Bollard be elected as a director of the Company with immediate effect.

6. That Donald Bruce Cotterill be elected as a director of the Company with immediate effect.

7. That Paul John Duffy be elected as a director of the Company with immediate effect.

8. In anticipation of the passage of the Resolutions, attached are consents to act as a director of the Company signed by the proposed directors. Allen Bollard and Bruce Cotterill have also provided letters stating that they consider they would be independent directors under the Listing Rules.

9. Also included in the first schedule is a biography for each of Allen Bollard, Bruce Cotterill and Paul Duffy, which should be included in the notice of special meeting sent to the shareholders. Please note that each of Bruce and Allen are known by their second names.

   Proposal

10. Further, by this letter, Augusta gives the Company notice under clause 7.1 of the second schedule to the Company's constitution and clause 9 of the first schedule of the Act that it intends to raise a matter for discussion at the Meeting.

11. That matter is the proposed:

13. sale to the Company of certain property assets; and

14. the externalisation of the management of the Company,

(Proposal) as further set out in the proposal summary set out in the second schedule (Proposal Summary).

6 As anticipated by clause 9(5) of the first schedule to the Act, Augusta requests the Proposal Summary, being a statement of not more than 1,000 words in support of the Proposal, accompany the notice of meeting given by the board of the Company in respect of the Meeting.

Signed for and on behalf of Augusta Capital Limited

Paul Duffy

Chairman - Augusta Capital Limited

FIRST SCHEDULE Explanatory Notes - Biography for Allen Bollard Allen Bollard

I am deeply experienced in accounting and financial management, New Zealand taxation (particularly property activity), New Zealand capital markets (particularly bank debt), treasury management, economic trend analysis, risk/reward asset analysis, acquisition and divestment strategy, leasing strategy and administration, property development risk, and organisational governance.

I am currently a self-employed business and finance consultant and independent director to a number of private clients, a director of Tamaki Makaurau Community Housing Limited and chairman of the trustees of Odyssey House Trust (a government funded drug and alcohol rehabilitation organisation).

My previous experience includes:

November 2003-June 2012: CEO/CFO of Tramco Group Limited, a private entity which managed and funded various leasehold land portfolios for private investment partnerships.

September 1995 - September 2003: Self employed business analyst and business valuer. Roles included leading due diligence for Fletcher's proposed acquisition of Smorgon Steel in Australia.

February 1992 - July 1995: CFO, of Jennings Group, Melbourne which was a subsidiary of Fletcher's and involved in housing, commercial construction, property development and investment.

December 1988 - February 1992: Finance Director, Fletcher Challenge Construction, Property and Building Materials Group (now Fletcher Building)

November 1985 - November 1988: CFO, Unity Group of companies - diversified investment group with industrial, commercial and property investments and development assets.

February 1984 - November 1985: Partner tax consulting, Lawrence Anderson Buddle, Auckland

September 1983- February 1984: Senior tax consulting manager Lawrence Anderson Buddle, Auckland

January 1980-August 1982: Group Audit Manager, Lawrence Anderson Buddle (formerly Buddle & Co)

January 1978 - December 1979: Senior Auditor, Mann Judd & Co, London

January 1976 - December 1977: Auditor, Buddle & Co, Auckland

Explanatory Notes - Biography for Bruce Cotterill Bruce Cotterill

I am a results driven and highly experienced CEO, Chairman and Company Director, who has excelled in a number of dynamic sectors and in a range of extremely demanding roles in businesses going through major change brought about by financial performance, structural change and cultural issues.

Executive Experience Summary:

2000 - 2015 Professional Director and Advisor.

2009 - 2011 Chief Executive Officer, Yellow Pages Group Ltd, Auckland, NZ.

2003 - 2005 Chief Executive Officer, Canterbury International Limited, Christchurch, N.Z. 1998 - 2003 Managing Director, ACP Media Limited, Auckland, N.Z.

1994 - 1997 Regional Managing Director, Colliers Jardine (Australia) Ltd., Sydney, Australia. 1992 - 1994 Managing Director, Colliers Jardine New Zealand Ltd., Auckland, N.Z.

1990 - 1992 Associate Director, REL Consultancy Group Ltd, London, England. 1987 - 1990 General Manager, Realty Brokers Limited, Auckland, N.Z.

1983 - 1987 Principal, Office Automation Company, Tauranga, N.Z. 1981 - 1983 Sales Representative, Xerox New Zealand, Tauranga, N.Z.

Governance Experience Summary:

2014 - Present: Director, Pumpkin Patch Limited. 2013 - Present: Chairman, MOVE Logistics Limited.

2013 - Present: Chairman, Advisory Board, New Zealand Retail Property Group Limited. 2013 - Present: Member, Advisory Board, International Drug Detection Agency Limited. 2012 - Present: Chairman, Swimming New Zealand.

2004 - 2012: Chairman, Noel Leeming Group Limited, New Zealand. 2007 - 2011: Director, Yellow Pages Group Limited, New Zealand.

2006 - 2006: Interim CEO, Gullivers Travel Group Limited, Auckland, NZ. 2005 - 2007: Director, Woosh Wireless, New Zealand.

2001 - 2006: Chairman, Pinehurst School, Auckland, NZ.

1998 - 2003: Director, ACP Media Limited (NZ) Limited, New Zealand Director, Prime Television Limited, New Zealand

Education:

Bachelor of Commerce Degree, University of Auckland, NZ Senior Executive Program, Stanford University, California, USA