Precinct Properties New Zealand Limited/Announcement

PCT 2018 Annual General Meeting

AGM27 September 2018PCTReal Estate

Precinct Properties New Zealand Limited Head Office Wellington Office
E hello@precinct.co.nz Level 12, 188 Quay Street, Auckland 1010 T 0800 400 599 Level 19, 157 Lambton Quay, Wellington T 0800 400 599
W www.precinct.co.nz PO Box 5140, Auckland 1141, New Zealand F +64 9 927 1655 PO Box 2, Wellington 6140, New Zealand F +64 4 494 2267
NZX announcement - 28 September 2018
PCT 2018 Annual General Meeting
The Annual General Meeting of shareholders of Precinct Properties New Zealand Limited will
be held on Thursday 1 November 2018, at 11:30 am. The venue for the meeting will be at The
Maritime Room, Princes Wharf, Corner Quay and Customs Streets, Viaduct Harbour in
Auckland.

The agenda for the meeting:
• Chairman's address to shareholders including welcome and introduction.
• CEO’s address to shareholders.
• Shareholder questions and discussion.
• Resolutions: To consider, and if thought appropriate, pass the following ordinary
resolutions:
1. That Don Huse be re-elected as a director.
2. That Graeme Wong be re-elected as a director
3. That the directors be authorised to fix the remuneration of Ernst & Young as auditor for the
ensuing year.
4. That the directors be authorised to fix the remuneration of the independent directors of
the company from 1 November 2018 as per the table shown in note 4 of the explanatory
notes.
• Other business: To consider any other matter that may properly brought before the
meeting.

The Notice of Meeting, which explains the format of the meeting in more detail, is being sent
to shareholders today.

-ends-

For further information, contact:
Davida Dunphy
General Counsel & Company Secretary
Office +64 9 927 1624
Email: davida.dunphy@precinct.co.nz

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N O T I C E O F M E E T I N G
A N N U A L M E E T I N G O F S H A R E H O L D E R S 2 0 1 8

02
NOTICE OF MEETING
NOTICE OF MEETING
THURS 1 NOV 2018
Date of Meeting
11:30 AM
Time
VENUE
The Maritime Room, Princes Wharf, Corner Quay and Customs
Streets, Viaduct Harbour, Auckland 1142
AGENDA
• Chairman's address to shareholders including welcome and
introduction.
• CEO’s address to shareholders.
• Shareholder questions and discussion.
• Resolutions: To consider, and if thought appropriate, pass the
following ordinary resolutions:
1. That Don Huse be re-elected as a director.
2. That Graeme Wong be re-elected as a director
3. That the directors be authorised to fix the remuneration of Ernst
& Young as auditor for the ensuing year.
4. That the directors be authorised to fix the remuneration of the
independent directors of the company from 1 November 2018
as per the table shown in note 4 of the explanatory notes.
• Other business: To consider any other matter that may properly
be brought before the meeting.
LOCATION MAP
Public transport options are available via Bus, Train and Ferry to the venue, offering a flexible travel option. For those who are driving,
parking is available in the Downtown Carpark, entry at 31 Customs Street West, from where attendees can walk across Customs Street
to Princes Wharf. Please refer to the schedule of fees at the car park entry. Mobility parking is available in the Downtown Carpark.
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C U S T O M S S T R E E T
A L B E R T S T T R E E T
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03
EXPLANATORY NOTES
EXPLANATORY NOTES
1. RE-ELECTION OF DON HUSE
Donald Huse BCA , FCA
Independent director Donald Huse retires by rotation in
accordance with the company’s constitution and the NZSX
Listing Rules and offers himself for re-election. The board
considers Donald Huse an independent director and supports
the re-election of Donald Huse as a director.
FIRST APPOINTED:
1 November 2010.
BOARD COMMITTEES:
Chairman of the Audit and Risk Committee.
BACKGROUND:
Don Huse is a professional director. He is chair of OTPP New
Zealand Forest Investments Limited and deputy chair of the Civil
Aviation Authority of New Zealand. His previous roles include
chief executive officer of Auckland International Airport Limited,
chief financial officer of Sydney Airport Corporation Limited,
chief executive officer of Wellington International Airport Limited,
chair of Crown Irrigation Investments Limited, deputy chair of
Transpower New Zealand Limited and a director of Cavalier
Corporation Limited and TransAlta New Zealand Limited. A
chartered accountant, Don holds a degree in economics from
Victoria University of Wellington, and is also a member of the
Institute of Directors in New Zealand and of the Australian
Institute of Company Directors.
3. FIX THE REMUNERATION OF THE AUDITOR, ERNST & YOUNG
The proposed resolution is to authorise the directors to fix the
auditor’s remuneration for the following year for the purposes of
section 197 of the Companies Act 1993.
Ernst & Young is the auditor of the company and has indicated
its willingness to continue in office. Pursuant to section 200(1) of
the Companies Act 1993, Ernst & Young is automatically
reappointed at the annual meeting as auditor of the company.
2. RE-ELECTION OF GRAEME WONG
Graeme Wong BCA (Hons) Bus. Admin. INFINZ (Fellow)
Independent director Graeme Wong retires by rotation in
accordance with the company’s constitution and the NZSX
Listing Rules and offers himself for re-election. The board
considers Graeme Wong an independent director and supports
the re-election of Graeme Wong as a director.
FIRST APPOINTED:
1 November 2010.
BOARD COMMITTEES:
Chairman of the Remuneration and Nomination Committee.
BACKGROUND:
Graeme Wong has a background in stock broking, capital
markets and investment. He was founder and executive
chairman of Southern Capital Limited which listed on the NZX
Main Board and evolved into Hirequip New Zealand Limited. The
business was sold to private equity interests in 2006. Previous
directorships include New Zealand Farming Systems Uruguay
Limited, Sealord Group Limited, Tasman Agriculture Limited,
Magnum Corporation Limited and At Work Insurance Limited
and alternate director of Air New Zealand Limited. Graeme is
currently chairman of Harbour Asset Management Limited,
director of CMT Industries Limited, Areograph Limited, Tourism
Holdings Limited, Southern Capital Partners (NZ) Limited together
with a number of other private companies. He is also a member
of the Trust Board of Samuel Marsden Collegiate School and
member of the Management Board of The Bible Society
Development (New Zealand) Incorporated.
4. DIRECTORS REMUNERATION
The proposed resolution is to change the structure of director
fees from a total director fee pool cap (currently $580,000 per
annum – set in 2015) to an accumulative per director rate. This
allows full transparency of fees relative to committee
memberships and enables the Board to proactively advance
succession planning.
The Board comprises 4 independent directors. Given length of
tenure and indicative retirement dates, a further independent
director(s) may be appointed to ensure appropriate cross over

04
EXPLANATORY NOTES
EXPLANATORY NOTES (CONTINUED)
of skills and knowledge. The 3 non-independent directors are not
paid by Precinct.
In setting the proposed rates, the Board commissioned an
independent benchmarking review of both the structure of
payments and the current level of directors’ fees by Strategic
Pay Ltd. Strategic Pay compared all relevant market structures
and rates from their director fee survey data base and cross-
checked such data using their director evaluation methodology,
which addresses issues of complexity, risk and stakeholder
management. A full summary of Strategic Pay's report together
with their attestation of independence is available in the investor
section of www.precinct.co.nz.
Position
$ plus GST (if any)
per annum
Chair182,340
Independent Director91,170
Audit and Risk Committee Chair15,000
Remuneration and Nomination Committee
Chair
10,000
Audit and Risk Committee Member7,500
Remuneration and Nomination Committee
Member
5,000
Due Diligence Committee Chair (ad hoc
hourly rate)
380/hr
Due Diligence Committee Member (ad hoc
hourly rate)
350/hr
The proposed structure and rates above are in line with Strategic
Pay’s recommendations. The changes result in total director fees
(not including ad hoc fees) for the current independent directors
of $505,850 per annum, which remains below the current total
director fee pool cap of $580,000. This represents an overall
increase of 12.4% (compared to fees paid in FY18). The majority
of the increase is the result of aligning chair remuneration in line
with the typical market ratio of 2:1 (between chair and director
fees to reflect the appropriate premium for the additional
responsibilities and workload).
Current Structure
Independent director fees are reviewed to market every 2 years,
with increases relative to CPI in the intervening years. A market
review is due on 1 November 2018. The Board notes that it has
waived all market reviews since the 2015 director fee pool cap
was set (due to the costs of independent benchmarking reports)
and only a 1.3% CPI adjustment has been applied to
independent director remuneration in the 2015-2018 period. In
the event that resolution 4 is not passed then the existing
alternating market and CPI adjustments will continue to apply
(without shareholder approval) below the total director fee pool
cap of $580,000, which will remain in place.
New Structure
If resolution 4 is approved by shareholders then this will abolish
the current total director fee pool cap and the set rates above
will apply from 1 November 2018. Going forward the rates would
be reviewed annually by the Board in advance of the AGM with
any adjustment put to shareholders for approval.
Voting Restrictions
In accordance with NZX Main Board Listing Rule 3.5.1, the fees
payable to non-executive directors must be approved by an
ordinary resolution of the shareholders of the Company.
In accordance with NZX Main Board Listing Rule 9.3.1, no
independent director or their Associated Persons (as defined
under the Listing Rules) can vote on such resolutions, unless
casting votes under an express proxy of a person who is not
disqualified from voting.
IMPORTANT INFORMATION
VOTING
Voting entitlements will be determined as at 5.00pm (New
Zealand time) on Monday, 29 October 2018. Registered
shareholders at that time will be the only persons entitled to vote
and only the shares registered in those shareholders' names at
that time may be voted at the meeting.
In accordance with NZX Corporate Governance
recommendation 8.4, voting on all resolutions put before the
meeting will be conducted by way of a poll only.
Shareholders can lodge their vote online on the website of
Precinct’s share registry, www.investorvote.co.nz. To vote online
you will be required to enter your CSN/Security holder number;
postcode/or country of residence if you reside outside New
Zealand; and the secure access control number that is located
on the front of your proxy voting form or follow the prompts in the
email you received. Alternatively, you can scan the QR code on
your proxy voting form with your smartphone or tablet and follow
the directions provided. To scan the code you need to have
already downloaded a free QR code reader. When scanned,
the QR code will take you directly to the mobile voting site.
To vote offline, complete and lodge the enclosed proxy/voting
form by mail or fax to Precinct's share registry as detailed on the
proxy/voting form. If, in appointing a proxy, you have
inadvertently not named someone to be your proxy (either
online or on the enclosed proxy form), the Chair of the meeting
will be your proxy and will vote in accordance with your express
direction. All votes must be received by 11:30am Tuesday,
30 October 2018 to be effective.
Yours faithfully,
Davida Dunphy, Company Secretary
28 September 2018
QUESTIONS
If you have any questions, please contact Precinct Investor
Relations by telephone 0800 400 599 or by e-mail
hello@precinct.co.nz.

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Precinct Properties New Zealand Limited Head Office Wellington Office
E hello@precinct.co.nz Level 12, 188 Quay Street, Auckland 1010 T 0800 400 599 Level 19, 157 Lambton Quay, Wellington T 0800 400 599
W www.precinct.co.nz PO Box 5140, Auckland 1141, New Zealand F +64 9 927 1655 PO Box 2, Wellington 6140, New Zealand F +64 4 494 2267
28 September 2018

Dear Shareholder,

2018 Annual General Meeting of Shareholders – Precinct Properties New Zealand Limited (Precinct)

On behalf of the Board of directors, I am pleased to invite you to the 2018 annual general meeting of Precinct
shareholders.
Date: Thursday 1 November 2018
Time: 11.30am (New Zealand time)
Location: The Maritime Room, Princes Wharf, Corner Quay and Customs Streets, Viaduct Harbour, Auckland 1142

Attached to this letter is the Notice of Annual Meeting which includes explanatory notes, important information and
a proxy/voting form. Please read these documents carefully.
RESOLUTIONS
At the meeting, shareholders will be asked to consider and, if thought appropriate, pass the following ordinary
resolutions. The board is recommending that you vote in favour of each resolution.
Appointment of directors
1. That Donald Huse be re-elected as a director.
2. That Graeme Wong be re-elected as a director.
Details of each director offering themselves for election are contained in explanatory notes 1 and 2 to the attached
Notice of Meeting.
Auditor’s remuneration
3. That the directors be authorised to fix the remuneration of Ernst & Young as auditor for the ensuing year.
See explanatory note 3 to the attached Notice of Meeting for further information.
Director’s Remuneration
4. That the directors be authorised to fix the remuneration of the independent directors of the company from 1
November 2018 as below.

See explanatory note 4 to the attached Notice of Meeting for further information.
The board supports unanimously the above resolutions.
Position
$ plus GST (if any)
per annum
Chair182,340
Independent Director91,170
Audit and Risk Committee Chair
15,000
Remuneration and Nomination Committee Chair10,000
Audit and Risk Committee Member7,500
Remuneration and Nomination Committee Member5,000
Due Diligence Committee Chair (ad hoc hourly rate)380/hr
Due Diligence Committee Member (ad hoc hourly rate)350/hr

Precinct Properties New Zealand Limited Head Office Wellington Office
E hello@precinct.co.nz Level 12, 188 Quay Street, Auckland 1010 T 0800 400 599 Level 19, 157 Lambton Quay, Wellington T 0800 400 599
W www.precinct.co.nz PO Box 5140, Auckland 1141, New Zealand F +64 9 927 1655 PO Box 2, Wellington 6140, New Zealand F +64 4 494 2267
QUESTIONS
Shareholders present at the meeting will have the opportunity to ask questions during the meeting.
Also, the board is offering shareholders the opportunity to ask questions in advance of the annual meeting. If you
would like to ask a question, please either email your question to hello@precinct.co.nz or post your question to the
Company Secretary, Precinct Properties New Zealand Limited, PO Box 5140 Auckland 1141, New Zealand. Please
include your name and shareholder number with your question.
During the meeting the board intends to answer as many of the most frequently asked questions as is reasonably
practicable. All questions need to be received by Precinct by 11.30am (New Zealand time) on Tuesday, 30 October
2018.
VOTING/PROXY
Votes can be lodged online or via smartphone or tablet (following the instructions at the top of the proxy form), or
completed and lodged via enclosed proxy/voting form so that it reaches Computershare Investor Services: Level 2,
159 Hurstmere Road, Takapuna, Auckland, New Zealand or Private Bag 92119, Victoria Street West, Auckland 1142,
New Zealand, by 11.30am (New Zealand time) on Tuesday 30 October 2018. Computershare can be contacted at:
enquiry@computershare.co.nz or +64 9 488 8777.
UNDIRECTED PROXIES
If you appoint myself or another director as a proxy please ensure you direct how you wish to vote by marking the
appropriate box opposite each item of business. Please note we are prohibited from exercising discretion on
resolutions in which we are interested and therefore if not directed your vote will be null or void.
AFTER THE MEETING
We would also like to invite you to join the board and management of Precinct for light refreshments following the
conclusion of the meeting.
I look forward to seeing you at the meeting.
Yours sincerely,

Chairman
Precinct Properties New Zealand Limited
Encl.

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Go online to lodge your proxy or turn over to complete the form.
Lodge 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
Signing Instructions for Postal Proxies
Individual
Where the holding is in one name, the securityholder must sign.
Joint Holding
Where the holding is in more than one name, all of the securityholders should
sign.
Power of Attorney
If this Proxy Form has been signed under a power of attorney, a copy of the
power of attorney (unless already deposited with the Company) and a signed
certificate of non-revocation of the power of attorney must be produced to the
Company with this Proxy Form.
Companies
This form must be signed by a Director jointly with another Director or a Sole
Director can also sign alone. Please sign in the appropriate place and indicate
the office held.
Comments & Questions
Shareholders present at the meeting will have the opportunity to ask questions
during the meeting. Also, the board is offering shareholders the opportunity to
ask questions in advance of the annual meeting. If you would like to ask a
question please either email your question to hello@precinct.co.nz or post
your question to the Company Secretary, Precinct Properties New Zealand
Limited, PO Box 5140 Auckland 1141, New Zealand. Please include your name
and shareholder number with your question. During the meeting the board
intends to answer as many of the most frequently asked questions as is
reasonably practicable. All questions need to be received by Precinct by
11:30am (New Zealand time) on Tuesday, 30 October 2018.
How to Vote on Items of Business
All your securities will be voted in accordance with your directions.
Appointment of Proxy
If you do not plan to attend the meeting, you may appoint a proxy. The Chairman
of the meeting, or any other director, is willing to act as proxy for any shareholder
who wishes to appoint him or her for that purpose. To do this, enter
‘the Chairman’ or the name of your proxy in the space allocated in ‘Step 1’of
this form. If, in appointing a proxy, you have inadvertently not named someone
to be your proxy (either online or on the enclosed proxy form) the Chair of the
meeting will be your proxy and will vote only in accordance with your express
direction. In the absence of express instructions all votes will be cast in favour of
all resolutions (except those in which the proxy has an interest). Alternatively you
can appoint a proxy online at www.investorvote.co.nz.
Voting of your holding
Direct your proxy how to vote by marking one of the boxes opposite each item
of business. If you do not mark a box your proxy may vote as they choose. In the
absence of express instructions the chairman or any director appointed proxy will
vote in favour of all resolutions (except those in which the proxy has an interest).
If you mark more than one box on an item your vote will be invalid on that item.
Voting entitlements for the meeting will be determined as at 5.00pm (New Zealand
time) on Monday, 29 October 2018. Registered shareholders at that time will be the
only persons entitled to vote and only the shares registered in those shareholders’
names at that time may be voted.
In accordance with NZX Corporate Governance recommendation 8.4, voting on all
resolutions put before the meeting will be conducted by way of a poll only.
Attending the Meeting
Bring this form to assist registration. If a representative of a corporate
securityholder or proxy is to attend the meeting you will need to provide the
appropriate “Certificate of Appointment of Corporate Representative” prior to
admission.
Your secure access information
Control Number: CSN/Securityholder Number:
PLEASE NOTE: You will need your CSN/Shareholder Number and postcode or country of residence (if outside New Zealand) to
securely access InvestorVote and then follow the prompts to appoint your proxy and exercise your vote online.
Proxy/Voting Form
Lodge your proxy online, 24 hours a day, 7 days a week:
www.investorvote.co.nz
Scan the QR code to vote now.
Smartphone?
For your proxy to be effective it must be received by 11:30 am Tuesday 30 October 2018

Proxy/Corporate Representative Form
ATTENDANCE SLIP
Annual General Meeting of Precinct Properties New Zealand
Limited to be held at The Maritime Room, Princes Wharf,
Corner Quay and Customs Streets, Viaduct Harbour, Auckland
1142 at 11.30am on Thursday, 1 November 2018.
Signature of Shareholder(s) This section must be completed.
SIGN
or Sole Director/Directoror Director (if more than one)
SecurityholderSecurityholder 2Securityholder 3
Contact Name Contact Daytime Telephone Date
Items of Business - Voting Instructions/Ballot Paper
STEP 2
Please note: If you mark Abstain box for an item, you are directing your proxy not to vote on your behalf on a show of hands or a poll and your votes
will not be counted in computing the required majority.
Appointment of Directors
Resolution 1
That Donald Huse be re-elected as a director.
Resolution 2 That Graeme Wong be re-elected as a director.
Auditor’s remuneration
Resolution 3
That the directors be authorised to fix the remuneration of Ernst & Young as auditor for the ensuing year.
Directors’ remuneration
Resolution 4
That the directors be authorised to fix the remuneration of the independent directors of the company from
1 November 2018 as per the table shown in note 4 of the explanatory notes.
Proxy
DiscretionFor
Against
Abstain
Appoint a Proxy to Vote on Your Behalf
Elect Electronic Communications
STEP 1
hereby appointof
or failing him/herof
I/We being a shareholder/s of Precinct Properties New Zealand Limited
Want to receive your communications quickly? Elect electronic communications by providing your email address below
(By providing an email address above it is acknowledged that all communications for my portfolio will be received electronically where offered)
Email Address
as my/our proxy to act generally at the meeting on my/our behalf and to vote in accordance with the following directions at the Annual General Meeting of Precinct
Properties New Zealand Limited to be held at The Maritime Room, Princes Wharf, Corner Quay and Customs Streets, Viaduct Harbour, Auckland 1142 at 11.30am
on Thursday, 1 November 2018 and to vote as my/our proxy thinks fit (to the extent permitted by law and relevant listing rules) on any resolutions to amend any
of the resolutions, or any resolution so amended and on any other resolutions proposed at the Annual meeting (or any adjournment thereof) so as to give effect
to my/our intention as set out below where possible.

Resignation of Officer – Davida Dunphy leaves Precinct 50% sale of ANZ Centre unconditional

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