Notice of Annual Meeting

ANNUAL MEETING
Property
for
Industry
Limited
Notice of
2019
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 Wednesday 8 May 2019 commencing at 11.00am.
+

Resolution 1:
That Susan Peterson, who
retires and is eligible for election,
be elected as a Director of
the Company.
Resolution 2:
That the Directors are authorised
to fix the fees and expenses of the
auditors, PricewaterhouseCoopers
Auckland.
Resolution 3:
That the Directors be authorised
to fix the remuneration of the
Directors of the Company
from the close of this meeting
as per the table shown in the
Explanatory Notes.
By order of the Board of Directors.
Anthony Beverley
Chairman
AGENDA
01
02
03
04
BOARD AND
MANAGEMENT TEAM
PRESENTATIONS
SHAREHOLDER
DISCUSSION
FINANCIAL
STATEMENTS
ORDINARY
RESOLUTIONS
To receive the financial
statements for the year ended
31 December 2018 together
with the report of the auditors.
05
SPECIAL
RESOLUTION
Resolution 4:
That the existing constitution of
the Company is revoked and the
constitution referred to in the
Explanatory Notes is adopted as
the constitution of the Company,
with effect from the close of
this meeting.
06
GENERAL
BUSINESS
The Board of PFI invites
attendees to join them for
light refreshments at the
end of the meeting.
The Board recommends that you vote in favour of each of the
above resolutions.
The Board recommends that you vote in favour of the special resolution.

EXPLANATORY NOTES
ORDINARY RESOLUTIONS
RE-ELECTION OF
SUSAN PETERSON
The NZX Listing Rules state
Directors must not hold office
(without re-election) past the
third annual meeting following
the Director’s appointment, or
three years, whichever is longer.
Accordingly, Susan Peterson is
required to retire at this meeting.
Susan, being eligible, offers
herself for re-election, and the
Board unanimously supports
her re-election.
Having had regard to the factors
described in the NZX Corporate
Governance Code that may
impact Director independence,
the Board considers that Susan
Peterson will be an Independent
Director.
Susan is an Independent
Director of ASB Bank Limited,
Trustpower Limited, Vista Group
International Limited and Xero
Limited. Susan is also a Trustee
on the Board of Global Women,
a Tribunal Member of the NZ
Markets Disciplinary Tribunal
and a past Ministerial Appointee
to The National Advisory Council
for the Employment of Women.
Susan’s management career
included a variety of executive
roles at ANZ.
Susan chairs PFI’s Audit and
Risk Committee and is a member
of PFI’s Nomination and
Remuneration Committee.
AUDITOR 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.
DIRECTOR
FEES
The proposed resolution is to
change the structure of Director
fees from a total Director fee
pool cap (currently $430,000 per
annum – as set in 2016) to a per
Director rate. This allows full
transparency of fees and enables
the Board to proactively advance
succession planning.
The Board comprises four
Independent Directors, as well as
an Executive Director who will
transition to a Non-Executive
Director role on 1 July 2019.
Given length of tenure and
indicative retirement dates, a
further Independent Director(s)
may be appointed to ensure
appropriate cross over of skills
and knowledge.
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. A summary of Strategic
Pay’s report, together with their
attestation of independence,
is available on PFI’s website at
https://www.propertyforindustry.
co.nz/investor-centre/annual-
meeting/.
RESOLUTION 01.RESOLUTION 02.RESOLUTION 03.

$ PLUS GST (IF ANY)
POSITION PROPOSEDCURRENT
Chair160,000120,000
Independent Director82,50070,000
Non-Executive Director82,50070,000
Audit and Risk Committee Chair15,00010,000
Nomination and Remuneration Committee Chair10,000None
Hourly rates for abnormal and particularly time intensive
projects or transactions outside the scope of typical
Board work
350 per hourPreviously a pool
of $20,000
THE PROPOSED STRUCTURE AND RATES ARE SET OUT IN THE TABLE BELOW:
PROPOSED STRUCTURE

he proposed structure and
rates are in line with Strategic
Pay’s recommendations. The
changes result in total Director
fees (not including ad hoc
fees) for the current Directors
of $515,000 per annum. This
represents an overall increase of
$85,000 or 19.8% as compared
to the current fee pool, which
was approved by shareholders in
2016. A significant portion of the
increase is the result of aligning
Chair remuneration to the typical
market ratio of approximately
two times Director fees, to reflect
the appropriate premium for the
additional responsibilities and
workload of the Chair.
If resolution 3 is approved by
shareholders then this will
abolish the current total Director
fee pool cap and the set rates
above will apply from the close
of this meeting. Going forward
the rates would be reviewed
every second year by the Board
in advance of the Annual
Meeting with any adjustment
put to shareholders for approval.
Voting Restrictions
In accordance with NZX Listing
Rule 2.11.1, the fees payable to
Directors must be approved by
an ordinary resolution of the
shareholders of the Company.
In accordance with NZX Listing
Rule 6.3.1, no Director who is
intended to receive payment of
these fees or their Associated
Persons (as defined under the
NZX Listing Rules) can vote on
such resolutions, unless casting
votes under an expressly directed
proxy of a person who is not
disqualified from voting.
Special Resolution
Resolution 4: That the existing
constitution of the Company is
revoked and the constitution
referred to in the Explanatory
Notes is adopted as the
constitution of the Company,
with effect from the close of
this meeting.
This special resolution seeks
shareholder approval to revoke
PFI’s current constitution and
adopt an updated constitution
(Updated Constitution).
The changes in the Updated
Constitution from PFI’s current
constitution are largely due to
PFI’s transition to the new NZX
Listing Rules on 1 May 2019, to
incorporate the NZX Listing
Rules by reference as opposed
to repeating many of the NZX
Listing Rules in full, and to remove
unnecessary repetition of sections
of the Companies Act 1993 that
PFI must comply with. In addition
to the changes to simplify the form
of the constitution, the Updated
Constitution reflects the following
key changes to the substance of
the constitution:
a) amending the procedure
allowing for the sale of share
parcels of less than a minimum
holding so as to provide for
those shares to be sold on
market (including through
a broker on behalf of PFI),
rather than through NZX
or in some other manner
approved by NZX;
b) including an express statement
that PFI shall comply with
the updated minimum Board
composition and rotation
requirements of the NZX
Listing Rules;
c) removing the clauses in
respect of Managing Directors
as these are no longer
consistent with the NZX
Listing Rules; and
d) removing all mandatory
shareholder meeting
requirements included in
Schedule 1 of the current
constitution to avoid repetition
of the NZX Listing Rules and
the Companies Act 1993.
If any of the provisions of the
Updated Constitution are
inconsistent with the NZX Listing
Rules, the NZX Listing Rules (as
amended by any waiver or ruling
granted to PFI) will prevail. A
copy of the NZX Listing Rules is
available at www.nzx.com.
A copy of the Updated
Constitution is available for
inspection at PFI’s registered
office, Shed 24, Prince’s Wharf,
147 Quay Street, Auckland
1010, New Zealand, and on
PFI’s website at https://www.
propertyforindustry.co.nz/
investor-centre/annual-meeting/.
The Updated Constitution does
not impose or remove a restriction
on the activities of PFI, and
accordingly no shareholder buy-out
rights arise under section 110 of the
Companies Act 1993.
The Board unanimously
recommends shareholders vote in
favour of revoking PFI’s current
constitution and adopting the
Updated Constitution.

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 Monday
6 May 2019 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 4 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,
PROCEDURAL NOTES

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
discretion you should mark the
box accordingly. If you do not
mark any box then your direction
is to abstain.
A Voting/Proxy 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 Monday 6 May 2019.
Alternatively, shareholders can
appoint a proxy online at www.
investorvote.co.nz in accordance
with the instructions set out in
the enclosed Voting/Proxy 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 (other than
Resolution 3). If, in appointing
a proxy, you have inadvertently
not named someone to be your
proxy but otherwise completed
the Voting/Proxy Form in full,
or your named proxy does not
attend the meeting, the Chairman
will be your proxy and will
vote in accordance with your
express direction.
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.
+
If you have any questions, or for
more information, please contact
PFI’s Chief Finance and
Operating Officer,
Craig Peirce on +64 9 303 9651
or email
peirce@propertyforindustry.co.nz
MORE INFORMATION
Resolution 4 is a special
resolution that requires 75%
or more 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 Chief Finance
and Operating Officer, 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 2019.
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 https://
www.propertyforindustry.co.nz/
investor-centre/annual-meeting/
prior to, or during, 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.

Level 4 Lounge,
South Stand,
Eden Park,
Gate P5,
Reimers Ave,
Mount Eden,
Auckland
ENTRY AND
FREE PARKING
through P5 off
Reimers Ave
Wednesday
8 May
2019
11.00am
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
LOCATION

---

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 2019
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
6 May 2019 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 4 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.
Resolution 4 is a special resolution that requires 75% or more of the valid votes cast at the
annual 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 2019. 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. 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. In the case of resolution 3, any
Director who is intended to receive payment of the remuneration to be approved under this
resolution and their Associated Persons (as defined under the Listing Rules) will not cast any
votes that arise from any undirected proxy that they hold.
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 (other than resolution 3). If, in
appointing a proxy, you have inadvertently not named someone to be your proxy but otherwise
completed the Voting/Proxy Form in full, or your named proxy does not attend the meeting, the
Chairman will be your proxy and will vote in accordance with your express direction.
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 Monday, 6 May 2019

Proxy/Corporate Representative Form
Appoint a Proxy to Vote on Your Behalf
STEP 1
hereby appointof
or failing him/herof
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 2019 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 Shareholder(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 2019 commencing at 11.00am.
Resolutions: Annual Meeting
1. That Susan Peterson, who retires and is eligible for election, be elected as a Director of the Company.
2. That the Directors are authorised to fix the fees and expenses of the auditors, PricewaterhouseCoopers Auckland.
3. That the Directors be authorised to fix the remuneration of the Directors of the Company from the close of this meeting as
per the table shown in the Explanatory Notes.
4.
That the existing constitution of the Company is revoked and the constitution referred to in the Explanatory Notes is adopted
as the constitution of the Company, with effect from the close of this meeting.
For
Against
Abstain
Proxy
Discretion