Precinct Properties New Zealand Limited/Announcement

PCT Annual General Meeting 2019

AGM20 October 2019PCTReal Estate

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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
21 October 2019

Dear Shareholder,

2019 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 2019 Annual General Meeting of Precinct
shareholders.
Date: Wednesday 20 November 2019
Time: 11.30am (New Zealand time)
Venue: The Maritime Room, Princes Wharf (corner Hobson Street and Quay Street), Viaduct Harbour, Auckland

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 two ordinary
resolutions and one special resolution. The board is recommending that you vote in favour of each resolution.
Ordinary resolutions
1. That Anne Urlwin be elected as a director
2. That the directors be authorised to fix the remuneration of Ernst & Young as auditor for the ensuing year.
Details of each of the ordinary resolutions above are contained in explanatory notes 1 and 2 to the attached Notice
of Meeting.
Special resolution
3. That the existing constitution of the Company is revoked, and the constitution presented at the meeting is adopted
as the constitution of the Company.
See explanatory note 3 to the attached Notice of Meeting for further information.
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 Monday, 18
November 2019.

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1
Notice of
Meeting
ANNUAL MEETING
OF SHAREHOLDERS 2019

02
Notice of Meeting.
Notice of Meeting.
Date
Wednesday 20 November 2019
Time
11:30 am
Venue
The Maritime Room
Entry via Princes Wharf (corner Hobson Street and Quay Street)
Viaduct Harbour, Auckland
Location map
Agenda
• Chairman's address to shareholders including welcome and
introduction.
• CEO’s address to shareholders.
• Shareholder questions and discussion.
• To consider, and if thought appropriate, pass the following
ordinary resolutions:
1. That Anne Urlwin be elected as a director.
2. That the directors be authorised to fix the remuneration of
Ernst & Young as auditor for the ensuing year.
• To consider, and if thought appropriate, pass the following
special resolution:
3. That the existing constitution of the Company is revoked,
and the constitution presented at the meeting is adopted
as the constitution of the Company.
• Other business: To consider any other matter that may
properly be brought before the meeting.

03
Explanatory Notes.
Explanatory Notes.
1. Election of Anne Urlwin
Anne Urlwin, BCom, FCA, CFInstD, MAICD,
ACIS, FNZIM
Under NZX Listing Rule 2.7.1 a Director appointed by the Board
must not hold office (without election) past the next annual
meeting following the Director’s appointment.
Anne Urlwin was appointed by the Board as a Director of the
Company with effect from 16 September 2019. Accordingly, Ms
Urlwin offers herself for election at the Annual Shareholders’
Meeting. Ms Urlwin stands for election with the support of the
Board and is considered by the Board to be an Independent
Director.
Board Committees
Audit and Risk Committee
Background
Anne is a professional director with experience in a range of
sectors including construction, infrastructure,
telecommunications, renewable energy, health and financial
services.
She is a director of Chorus Ltd, Summerset Group Holdings Ltd, Tilt
Renewables Ltd and Steel & Tube Holdings Ltd. She is also
Deputy Chairman of Southern Response Earthquake Services Ltd
and a director of City Rail Link Ltd and Cigna subsidiary OnePath
Life (NZ) Ltd.
Anne is a chartered accountant, and is a former chairman of
national commercial construction group Naylor Love and of the
New Zealand Blood Service.
2. Remuneration of the Auditor
The proposed resolution is to authorise the directors to fix the
auditor’s remuneration for the following year for the purposes of
section 207S of the Companies Act 1993.
Section 207T of the Companies Act 1993 provides that a
company’s auditor is automatically reappointed unless there is a
resolution or other reason for the auditor not to be reappointed.
The Company wishes Ernst & Young to continue as the
Company’s auditor, and Ernst & Young 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.
Section 207S of the Companies Act 1993 provides that the fees
and expenses of Ernst & Young as auditor are to be fixed by the
Company at the Annual Meeting or in such a manner as the
Company determines at the Annual Meeting. The Board
proposes that, consistent with past practice, the auditor’s fees
should be fixed by the directors.
3. Changes to the constitution
On 1 January 2019, NZX introduced updated Listing Rules (dated
1 January 2019). The Company elected to transition to the
updated Listing Rules with effect from 13 February 2019.
A number of amendments to the Company’s constitution are
required in order to meet the requirements of the updated Listing
Rules. An amended constitution, marked to show the changes
from the existing constitution, has therefore been prepared and
is available on the Company’s website at https://
www.precinct.co.nz/corporate-governance. A copy will also be
available for viewing at the annual meeting.
A summary of significant changes to the constitution is set out
below:
Directors:
Clauses 26 and 30 have been amended to reflect the following
changes in the Listing Rules regarding director rotation and re-
election:
• Under the old Listing Rules, one third of the directors (or the
nearest to one third) were required to retire at the annual
meeting in each year, and were eligible for re-election. The
directors to retire were those who had been longest in office.
• Under the updated Listing Rules, a director may not hold
office, without being re-elected, past the third annual
meeting after his or her appointment or re-election, or for
three years, whichever is the longer.
• The old rules also provided that executive directors were not
required to retire by rotation. That exception has been
removed.
Voting at Meetings:
The updated Listing Rules require that all voting at shareholders’
meetings must be conducted by poll. Clauses 19, 20 and 24 – 30,
of the Second Schedule have been either amended or deleted
to reflect the updated Listing Rules.

04
Explanatory Notes.
Explanatory Notes. (Continued)
Other Changes:
Various other changes to update the constitution by either
deleting redundant provisions or modernising outdated
provisions to:
• reflect the provisions and language of the updated Listing
Rules;
• reflect changes to legislation since the constitution was
introduced (including the introduction of the Financial
Markets Conduct Act 2013, and changes to the Companies
Act 1993); and
• include provisions for the giving of notices electronically and
for participation in meetings by electronic means.
All of these changes are shown in the copy of the constitution
available for inspection. Because the amendments to the
constitution do not impose or remove a restriction on the
activities of the Company, or affect the rights attached to
shares, the minority buy-out rights in the Companies Act 1993 do
not apply.
As required by NZX Listing Rule 2.19.1, Chapman Tripp has
provided an opinion to NZX Regulation that Chapman Tripp
considers that these amendments comply with the updated
Listing Rules.
Important Information
Voting
Resolutions 1 and 2 are ordinary resolutions and are required to
be passed by a simple majority of the votes of those shareholders
who are entitled to vote and voting on the resolution, in person
or by proxy.
Resolution 3 is a special resolution and is required to be passed
by a majority of 75% of votes of those shareholders who are
entitled to vote and voting on the resolution, in person or by
proxy.
Voting entitlements will be determined as at 5.00pm (New
Zealand time) on 18 November 2019. 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.
Voting on all resolutions put before the meeting will be
conducted by 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 the secure access control number that is located on the
front of your proxy voting form followed by your CSN/Security
holder number; postcode/or country of residence if you reside
outside New Zealand; then follow the prompts.
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 proxy forms must be received by 11:30am Monday,
18 November 2019 to be effective.
Yours faithfully,
Edward Timmins, Company Secretary
21 October 2019
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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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 Monday, 18 November 2019.
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, 18 November 2019. 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 the updated NZX Listing Rules, voting on all resolutions put
before the meeting will be conducted by poll.
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 Monday 18 November 2019

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 Hobson Street and Quay Street), Viaduct Harbour,
Auckland at 11.30am on Wednesday, 20 November 2019.
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 the Abstain box for an item, you are directing your proxy not to vote on your behalf and your votes will not be
counted in computing the required majority.
Ordinary resolutions
Resolution 1
That Anne Urlwin be elected as a director.
Resolution 2 That the directors be authorised to fix the remuneration of Ernst & Young as auditor for the ensuing year.
Special resolution
Resolution 3
That the existing constitution of the Company is revoked, and the constitution presented at the meeting is
adopted as the constitution of the Company.
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 Hobson Street and Quay Street), Viaduct Harbour, Auckland at 11.30am
on Wednesday, 20 November 2019 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.

Initial Disclosure Notice – Anne Urlwin Precinct Annual General Meeting – Voting Result

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.