Notice of Annual Meeting
3 April 2018
Dear Shareholder,
PETER MASFEN TO RETIRE, ANTHONY BEVERLEY TO BE CHAIR, ANNUAL MEETING
Peter Masfen to Retire, Anthony Beverley to be Chair
You may have noticed in a recent NZX announcement that I have decided to retire from the Property for Industry
Limited (PFI, the Company) Board at the Company’s Annual Meeting on Tuesday, 8 May 2018. I will be succeeded
as Chair by Anthony Beverley.
My retirement is part of a well-managed succession plan, with Anthony appointed as Deputy Chair in May 2017.
Two new Independent Directors have also been appointed in recent years: Susan Peterson in May 2016 and David
Thomson in February 2018.
I have been privileged to be part of PFI’s Board as the Company has grown and established itself as New
Zealand’s only listed company specialising in industrial property. In my view, a strong foundation is in place for the
Company’s ongoing success, with an experienced Board and talented management team, and now is a good time
for me to retire. It has been a pleasure to serve as Chair of PFI and I look forward to sharing in its continued
success as a shareholder in the business.
Incoming Chair, Anthony Beverley, has been a Director of PFI since 2001 and an Independent Direct since 2012.
He has Chaired the Audit and Risk and Nomination Committees and, as noted earlier, has been Deputy Chair
since May 2017. A bio for Anthony is available on PFI’s website: https://www.propertyforindustry.co.nz/about-
pfi/our-people-investors/.
In other governance changes, on Tuesday, 8 May 2018, Anthony will step down as Chair of the Audit and Risk
Committee and Susan Peterson will take on this role. David Thomson will also join the Audit and Risk Committee.
ANNUAL MEETING
We are pleased to announce that the 2018 Annual Meeting of shareholders to be held at the Level 4 Lounge,
South Stand, Eden Park, Gate P5, Reimers Ave, Mount Eden, Auckland 1024 on Tuesday, 8 May 2018
commencing at 11.00am.
As well as the meeting formalities, this meeting provides an excellent opportunity for shareholders to meet PFI’s
Board and management team.
The notice of meeting and your voting / proxy form, which also acts as your meeting attendance slip, has been
included with this letter.
If you are unable to attend in person, we encourage you to vote using the voting / proxy form. The voting / proxy
form must be completed and delivered to Computershare by 11.00am on Sunday, 6 May 2018.
Alternatively, the easiest way to vote is online at www.investorvote.co.nz using the control number, CSN and
postcode contained on the voting/proxy form. Voting in this manner must also be completed by 11.00am on
Sunday, 6 May 2018.
The meeting will also be streamed via live webcast and if you cannot attend the live webcast, a recording will be
available to view on PFI’s website shortly after the conclusion of the live event.
Contact
Please contact our share registrar via enquiry@computershare.co.nz or on +64 9 488 8777 if you have any
questions regarding your investment.
The Board wishes to thank you for your continued support of PFI.
Yours faithfully,
Peter Masfen
Chairman
---
ANNUAL
MEETING
Property
For
Industry
Limited
Notice of
2018
Annual Meeting
of shareholders
NOTICE IS GIVEN that the annual
meeting of the shareholders of
Property for Industry Limited (PFI,
the Company) will be held at the
Level 4 Lounge, South Stand, Eden
Park, Gate P5, Reimers Ave, Mount
Eden, Auckland 1024 on Tuesday,
8 May 2018 commencing at 11.00am.
+
Resolution 1
That David Thomson (appointed
by the Board as a Director on 12
February 2018), who retires and
is eligible for election, be elected
as a Director of the Company.
Resolution 2
That Gregory Reidy, who retires
and is eligible for re-election, be
re-elected as a Director of the
Company.
Resolution 3
That the Directors are
authorised to fix the fees and
expenses of the auditors,
PricewaterhouseCoopers
Auckland.
—
The Board recommends that
you vote in favour of each of the
above resolutions.
—
The Board notes that Peter
Masfen is retiring as a Director
by rotation and has chosen not
to stand for re-election.
By order of the Board of Directors.
Peter Masfen
Chairman
AGENDA
01
02
03
0405
BOARD AND
MANAGEMENT TEAM
PRESENTATIONS
SHAREHOLDER
DISCUSSION
FINANCIAL
STATEMENTS
ORDINARY
RESOLUTIONS
GENERAL
BUSINESS
To receive the financial
statements for the year ended
31 December 2017 together
with the report of the auditors.
—
The Board of PFI invites attendees
to join them for light refreshments
at the end of the meeting.
EXPLANATORY
NOTES
ELECTION OF
DAVID THOMSON
The Company’s constitution
and the NZX Main Board Listing
Rules require that any person
appointed as a Director by the
Board must retire at the next
Annual Meeting of Shareholders,
but shall be eligible for election
at that meeting. Being eligible
to do so, Mr. Thomson is seeking
election. The Board considers
Mr. Thomson will be an
Independent Director, if elected.
The Board supports the election
of Mr. Thomson.
David Thomson
Term of Office:
Appointed February 2018
Board Responsibilities:
Independent Director
David is a senior partner
and member of the Board of
Management at law firm Buddle
Findlay, where he runs a broad
corporate and commercial law
practice, with particular expertise
in mergers and acquisitions. He
advises a wide range of local and
international businesses and
public-sector clients including
Auckland Council, Panuku
Development Auckland, The
University of Auckland and Te Papa.
David was raised in Christchurch,
where he completed commerce
and law degrees at the University
of Canterbury. He then practiced
law in Wellington and London,
before returning to Buddle Findlay
in 2000 and becoming a partner of
the firm in Auckland in 2002.
RE-ELECTION OF
GREGORY REIDY
Gregory Reidy retires by rotation
in accordance with the Company’s
constitution and, being eligible,
offers himself for re-election.
The Board considers Mr Reidy
will not be an Independent
Director, if re-elected.
The Board supports the re-election
of Mr Reidy.
Gregory Reidy
Term of Office:
First appointed January 2012
Board Responsibilities:
Managing Director
Greg was appointed Managing
Director of PFI in 2012.
He has a background in property
investment, funds management
and development with more
than 20 years’ experience in
the management, ownership
and development of industrial,
commercial and retail property.
Greg is also a shareholder of
McDougall Reidy & Co Limited.
AUDITOR’S FEES
AND EXPENSES
Section 207T of the
Companies Act 1993 provides
that a company’s auditor is
automatically reappointed
unless the shareholders resolve
to appoint a replacement
auditor or there is some other
reason for the auditor not to
be reappointed. The Company
wishes PricewaterhouseCoopers
to continue as the auditor
of the Company, and
PricewaterhouseCoopers has
indicated its willingness to
continue in office.
Section 207S of the Companies
Act 1993 provides that the fees
and expenses of the auditor
are to be fixed in such manner
as the Company determines at
the annual meeting. The Board
recommends that, consistent
with usual practice, the auditor’s
fees and expenses be fixed by
the Directors.
01
RESOLUTION
02
RESOLUTION
03
RESOLUTION
Voting
Voting at the annual meeting shall be
decided by a poll of PFI shareholders
entitled to vote and voting. Set out
below are details on voting matters
for the annual meeting.
A Voting/Proxy Form for use at the
annual meeting is enclosed with
this notice of meeting, which you
should bring to the meeting as it also
constitutes your voting paper.
Entitlement to Vote
Every PFI shareholder whose name
is registered in the share register
as at 5.00pm on Friday 4 May 2018
and who is present at the meeting
in person or by proxy or in the case
of a body corporate shareholder, by
representative, can vote in respect
of Resolutions 1 through 3 and shall
have one vote in respect of every
fully paid PFI share held by that
PFI shareholder at that time.
How you can vote?
PFI shareholders can vote in any
one of the following ways:
• In person;
• By appointing a proxy online at
www.investorvote.co.nz;
• By appointing a proxy using the
enclosed form; or
• By representative (if the
shareholder is a body corporate).
Proxies and Corporate
Representatives
Any shareholder who is entitled
to vote at the annual meeting
may appoint a proxy (or in the
case of a corporate shareholder, a
representative) to attend and vote in
your place. A proxy or representative
need not be a shareholder of the
Company. You may direct your proxy
or representative to vote, or give your
proxy or representative a discretion to
vote how he/she sees fit. If you wish to
give your proxy or representative such
PROCEDURAL NOTES
discretion you should mark the box
accordingly. If you do not mark any
box then your direction is to abstain.
A Proxy/Voting Form is attached to
this notice of meeting. If you wish to
appoint a proxy to vote on your behalf,
you must complete the Voting/Proxy
Form and produce it to the Company
so as to be received (either by post, fax
or online) no later than 11.00am on
Sunday 6 May 2018.
Alternatively, shareholders
can appoint a proxy online at
www.investorvote.co.nz in
accordance with the instructions
set out in the enclosed Proxy/
Voting Form.
The Chairman of the Company
is willing to act as proxy. If you
appoint the Chairman as proxy but
do not direct him how to vote on any
particular matter, then the Chairman
intends to vote in favour of each of
the resolutions.
Required Votes
Resolutions 1 through 3 are ordinary
resolutions that each require a simple
majority of more than 50% of the valid
votes cast at the annual meeting.
Shareholder Questions
Shareholders present at the meeting
will have the opportunity to ask
questions during the meeting.
In addition, shareholders have
the opportunity to ask questions
in advance of the meeting. If you
would like to ask a question please
either email your question to
info@propertyforindustry.co.nz
with ‘Annual Meeting Question’ in
the subject line, or post your question
to the Company Secretary, Property
for Industry Limited, PO Box 1147,
Shortland Street, Auckland 1140.
Please include your name and
shareholder number. During the
meeting, the Board intends to answer
as many of the most frequently asked
questions as is reasonably practicable.
All questions should be received by
PFI by 5.00pm on 24 April 2018.
Motions will not be allowed from
the floor.
Presentations
The presentations from the annual
meeting will be released to the NZX and
published on the Company website at
www.propertyforindustry.co.nz/
investor-centre/annual-meeting/
at the conclusion of the meeting.
A summary of the meeting and the
results of voting will be released to the
NZX as soon as practicable following
the close of the annual meeting.
+
More Information
If you have any questions, or for
more information, please contact
PFI’s Company Secretary,
Craig Peirce on +64 9 303 9651
or email
peirce@propertyforindustry.co.nz
LOCATION
Level 4 Lounge, South Stand,
Eden Park, Gate P5,
Reimers Ave, Mount Eden,
Auckland
ENTRY AND
FREE PARKING
through P5 off
Reimers Ave
REIMERS AVENUE
FREE PARKING
P5
CRICKET AVENUE
WALTERS ROAD
SANDRINGHAM ROAD
TO TRAINS
Property for Industry Limited
Shed 24, Prince’s Wharf
147 Quay Street
PO Box 1147
Shortland Street
Auckland 1140
Phone: +64 (9) 303 9450
Facsimile: +64 (9) 303 9657
www.propertyforindustry.co.nz
---
Your secure access information
Control Number: CSN/Securityholder Number:
PLEASE NOTE: You will need your CSN/Securityholder Number and post code to appoint your proxy online.
Go online to appoint your proxy, or turn over to complete the form
Voting/Proxy Form: Property For Industry Limited Annual Meeting, 11am on 8 May 2018
Voting
Voting at the meeting shall be decided by a poll of PFI shareholders entitled to vote and voting.
Set out below are details on voting matters for the annual meeting. This Voting/Proxy Form
can be used at the annual meeting as your voting paper.
Every PFI shareholder whose name is registered in the share register as at 5.00pm on
4 May 2018 and who is present at the meeting in person or by proxy or in the case
of a body corporate shareholder, by representative, can vote in respect of Resolutions 1
through 3 and shall have one vote in respect of every fully paid PFI share held by that PFI
shareholder at that time.
Resolutions 1 through 3 are ordinary resolutions that each require a simple majority of more
than 50% of the valid votes cast at the meeting.
How to Vote
Attending the Meeting
If you propose TO ATTEND the meeting, please bring this Voting/Proxy Form intact to the meeting.
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
Property For Industry Limited in any way as indicated above, so as to be received by no later
than 11.00am on 6 May 2018. A proxy or representative need not be a shareholder of the
Company. 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 and must be present at the meeting
for your vote to be counted. 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,
you are directing your proxy to vote as he or she thinks fit. If your proxy does not attend the
meeting, your vote will not be counted.
If you wish, you may appoint the Chairman of the meeting as your proxy. To appoint the
Chairman enter “the Chairman” as your proxy in the space allocated in “Step 1” of this form. If
you appoint the Chairman but do not direct him how to vote on any particular matter, then the
Chairman intends to vote in favour of each of the resolutions.
Signing Instructions for Postal Forms
Individual
Where a shareholder is an individual, this Voting/Proxy Form must be signed by the shareholder
or his or her duly authorised attorney.
Companies
Where a shareholder is a company, this Voting/Proxy Form must be signed by a director or a
duly authorised attorney or officer.
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 Property For Industry
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 Property For Industry 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 on its behalf in the same manner
as if it were appointing a proxy, provided that the Chairman of the meeting, the Board, or the
persons checking the entitlement of people to attend a meeting, shall waive any time limit for
prior notice in respect of a corporation in favour of a person who at a meeting can produce
reasonable evidence of their authority to represent the corporation.
Appoint your proxy
Online
www.investorvote.co.nz
By Mail
Computershare Investor Services Limited
Private Bag 92119, Auckland 1142, New Zealand
By Fax
+64 9 488 8787
For all enquiries contact
+64 9 488 8777
corporateactions@computershare.co.nz
Appoint your proxy online, 24 hours a day, 7 days a week:
www.investorvote.co.nz
Scan the QR code to appoint your proxy now.
Smartphone?
For your vote to be effective by proxy, the Voting/Proxy Form must be received by 11.00am on Sunday, 6 May 2018
Proxy/Corporate Representative Form
Appoint a Proxy to Vote on Your Behalf
STEP 1
hereby appointof
or failing him/her
of
as my/our Proxy to exercise my/our vote in accordance with my/our directions at the Annual Meeting of the Shareholders of Property For Industry Limited to be held
at the Level 4 Lounge, South Stand, Eden Park, Gate P5, Reimers Ave, Mount Eden, Auckland 1024 on 8 May 2018 commencing at 11.00am and at any adjournment
of that meeting, and to vote as my/our proxy thinks fit on any resolution to amend the resolution, on the resolution so amended and on any other resolution proposed at the
meeting (or any adjournment) so as to give effect to my/our intention as set out below where possible.
I/We being a shareholder/s of Property For Industry Limited
Items of Business - Voting Instructions/Ballot Paper
STEP 2
Please note: Unless otherwise instructed, the proxy may vote or abstain from voting as he or she thinks fit.
Signature of Securityholder(s) This section must be completed.
SIGN
or director or duly authorised officer or attorney
Shareholder1Shareholder2Shareholder3
Contact Name Contact Daytime Telephone Date
ATTENDANCE SLIP
Annual Meeting of the Shareholders of Property For
Industry Limited to be held at the Level 4 Lounge, South
Stand, Eden Park, Gate P5, Reimers Ave, Mount Eden,
Auckland 1024 on 8 May 2018 commencing at 11.00am.
Resolutions: Annual Meeting
1.
That David Thomson (appointed by the Board as a Director on 12 February 2018), who retires and is eligible for election, be
elected as a Director of the Company.
2. That Gregory Reidy, who retires and is eligible for re-election, be re-elected as a Director of the Company.
3. That the Directors are authorised to fix the fees and expenses of the auditors, PricewaterhouseCoopers Auckland.
For
Against
Abstain
Proxy
Discretion
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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