Property for Industry Limited logo

Notice of Annual Meeting

AGM3 April 2018PFIReal Estate

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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