Notice of Annual Meeting

Property
for
Industry
Limited
Notice of
2020
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 via virtual meeting on
Wednesday, 3 June 2020 commencing at 11.00am.
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Virtual meeting
ANNUAL
MEETING

Resolution 1:
That Anthony Beverley,
who retires and is eligible
for election, be elected as a
Director of the Company.
Resolution 2:
That Dean Bracewell (appointed
by the Board as a Director on
29 November 2019), who retires
and is eligible for election,
be 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.
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 2019 together with
the report of the auditors.
06
GENERAL
BUSINESS
The Board recommends that you vote in favour of each of the
above resolutions.
The Board notes that Humphry Rolleston is retiring as a Director
by rotation and has chosen not to stand for re-election.

EXPLANATORY NOTES
ORDINARY RESOLUTIONS
RE-ELECTION OF
ANTHONY BEVERLEY
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, Anthony Beverley is
required to retire at this meeting.
Anthony, being eligible, offers
himself for re-election, and the
Board unanimously supports
his re-election.
Having had regard to the factors
described in the NZX Corporate
Governance Code that may
impact Director independence,
the Board considers that
Anthony Beverley will be
an Independent Director,
if re-elected.
Anthony joined the PFI Board
in 2001. He is a professional
director and consultant,
consulting to both the private
and public sector on a wide
variety of property matters.
Anthony’s other directorships
include Arvida Group Limited
and Ngai Tahu Property
Limited. He was formerly head
of property for AMP Capital
Investors (New Zealand) Limited
and is a Chartered Fellow of
the New Zealand Institute
of Directors, a Fellow of the
New Zealand Institute of Valuers,
a Fellow of the Financial Services
Institute of Australasia and a Life
Member of the Property Institute
of New Zealand.
Anthony chairs PFI’s Board and
is a member of PFI’s Audit and
Risk Committee and Nomination
and Remuneration Committee.
ELECTION OF
DEAN BRACEWELL
The Company’s constitution and
the NZX Listing Rules require
that any person appointed as a
Director by the Board must retire
at the next annual meeting, but
shall be eligible for election at
that meeting. Being eligible to do
so, Dean is seeking election, and
the Board unanimously supports
his election.
Having had regard to the factors
described in the NZX Corporate
Governance Code that may impact
Director independence, the Board
considers Dean will be an
Independent Director, if elected.
Dean has been a Director of PFI
since November 2019. He is
currently a Director of Tainui
Group Holdings Limited and has
recently been appointed as a
Director of Air New Zealand
Limited and to the Executive
Board of the Halberg Foundation.
He is also involved in an advisory
role to the Ministry of Transport.
From 1999 through to 2017,
Dean was Managing Director
of Freightways Limited
(Freightways). During that time,
he took Freightways through
several ownership changes and,
by the end of his time as Managing
Director, the company had
achieved significant growth
resulting in a market capitalisation
of $1.2 billion. In addition to his
Managing Director role, Dean was
also a director of the public policy
think tank “The New Zealand
Initiative” and its predecessor
the “New Zealand Business
Roundtable” from 2011 to 2015.
Dean chairs PFI’s Nomination
and Remuneration Committee.
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.
RESOLUTION 01.RESOLUTION 02.RESOLUTION 03.
VIRTUAL MEETING

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.
Entitlement to Vote
Every PFI shareholder whose
name is registered in the share
register as at 5.00pm on Monday,
1 June 2020 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.
Shareholders can only participate
in the annual meeting virtually
through the web platform
web.lumiagm.com or by
downloading the Lumi AGM app,
and entering the meeting ID
316-826-024. To participate,
shareholders will need their
CSN or holder number which
can be found on their Voting/
Proxy Form. Shareholders will
be able to view presentations,
ask questions and cast their
vote from their own computers,
mobiles or similar devices.
Shareholders are encouraged
to review the attached “Virtual
Annual Meeting Guide” prior
to the Annual Meeting.
How you can vote?
PFI shareholders can vote in any
one of the following ways:
• in person (please refer to
the instructions in the
attached “Virtual Annual
Meeting Guide”);
• 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).
PROCEDURAL NOTES

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
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, 1 June 2020.
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.
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.
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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
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
virtual meeting will have the
opportunity to ask questions
during the meeting. Please refer
to the instructions in the attached
“Virtual Annual Meeting Guide”
on how to ask a question.
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 Wednesday,
20 May 2020.
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.
VIRTUAL MEETING

Virtual meeting
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

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>Download Lumi AGM from the App Store or Google Play Stor es for free—sear ch for Lumi AGM; or
>Visit web.lumiagm.com on your desk top or mobile device. Ensure that your browser is compatible—Lumi AGM supports the latest
ver sions of Chrome, Saf ari, Internet Explorer , Edge and Firefox.
VIRTUAL ANNUAL MEETING GUIDE 2020
GETTING STARTED
Virtual meetings are accesible on both desktop and mobile devices. In order to participate remotely you will need to either:
>us ername (CSN or Holder number);
>pas swor d (postcode, or country
code for over seas residents)
NEW ZEALAND RESIDENTS
Username (CSN or Holder number) and
Password (postcode).
USING LUMI AGM
ACCESSING THE VIRTUAL MEETING
Once you have downloaded Lumi AGM
or entered web.lumiagm.com into your
internet browser, you’ll be prompted to
enter the Meeting ID and accept the
terms and conditions.
You will then be required to enter your:
OVERSEAS RESIDENTS
Username (CSN or Holder Number); and
Password (three-character ISO3 country
code) e.g. AUS is the ISO3 code for
Australia.
You can find a full list at
www.computershare.com/iso3
NAVIGATING LUMI AGM
When successfully authenticated, the
info screen will display.
You can view meeting information, ask
questions and watch the webcast.
If you would like to watch the webcast,
press the broadcast icon at the
bottom of the screen.
APPOINTED PROXIES
A username and password will be
provided prior to the meeting.
If you have not received your username
and password, please contact
Computershare on +64 9 488 8777
between 8.30am—5.00pm Monday to
Friday.
VOTING IN LUMI AGM
Once the poll has been opened, will
appear on the navigation bar at the
bottom of the screen—from here, the
resolution and voting choices will be
displayed.
To vote, simply select your voting
direction from the options shown on
screen. To change your vote, simply
select another direction—you can cancel
your vote by clicking ‘Cancel’.
MEETING ID
316-826-024
Shareholders are encouraged to download the app prior to the Annual Meeting.
LOGGING IN
To log in, you must have the following information (which can be found on your Shareholder’s Voting and Proxy Form) or you can login
as a guest if you are not a shareholder in Property for Industry; however, you will not be able to ask any questions or vote.
>If you have any questions, or need assistance with the online process, please contact Computershare on +64 9 488 8777
between 8.30am-5.00pm Monday to Friday.

VIEWING COMPANY DOCUMENTS
Links to the Notice of Meeting, Vir tual
Meeting Guide and Annual Report are
pr esent on the info scr een.
When you click on a link, the selected
document will open in your browser.
ASKING QUESTIONS
Any shareholder or appointed proxy/
representative attending the meeting is
eligible to ask questions. If you would
like to ask a question, select then
type and submit your question. It will
be sent to the board for an answer.
Please note that not all questions may
be able to be answered during the
meeting. In this case, questions will be
followed up by email after the meeting.
MEETING ID
VOTING AT A GLANCE
STEP 1
Open Lumi AGM and enter
the Meeting ID shown in top
right corner
STEP 2
Enter your username and
password (CSN/Holder
Number and postcode)
STEP 3
When the poll is opened,
click and select your
desired voting direction
WATCHING THE WEBCAST
To watch the webcast, click the black
broadcast bar on screen and push
the ► button to start the webcast.
The video and/or slides will appear
shortly after (dependent on the
speed of your internet connection).
Remote entry to the Annual Meeting will open at 10.45AM NZT on
Wednesday 3 June 2020
316-826-024

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Your secure access information
Control Number: CSN/Shareholder Number:
PLEASE NOTE: You will need your CSN/Shareholder 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 3 June 2020
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.
Every PFI shareholder whose name is registered in the share register as at 5.00pm on
1 June 2020 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
The Virtual meeting will be accessible on both desktop and mobile devices. Please refer to the
Virtual Meeting Guide 2020 that accompanies this Voting/Proxy Form.
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 1 June 2020. 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 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. 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, 1 June 2020
VIRTUAL MEETING
Due to the ongoing public health restrictions relating to the spread of COVID-19, the Company will hold its first virtual Annual Meeting.
All shareholders will have the opportunity to attend and participate in the 2020 Annual Meeting online via an internet connection (using a
computer, laptop, tablet or smartphone). The Virtual meeting will be accessible on both desktop and mobile devices.
Please refer to the Virtual Meeting Guide 2020 that accompanies this Voting/Proxy Form.

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 Virtual Annual Meeting of the Shareholders of Property for Industry Limited to be
held on Wednesday, 3 June 2020, 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
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
Resolutions: Annual Meeting
1. That Anthony Beverley, who retires and is eligible for election, be elected as a Director of the Company.
2. That Dean Bracewell (appointed by the Board as a Director on 29 November 2019), who retires and is eligible for election,
be 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
If your proxy is not the Chairman of the Meeting or any other director of the Company, please ensure that you provide their contact details (phone and email
address). If this information is not provided, we cannot guarantee remote admission to the virtual meeting for your proxy.
Proxy contact Details (Phone): and (Email):
Shareholders can still attend the meeting electronically, even if they have appointed a proxy
(although they will not be able to vote if a proxy has been appointed).

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NZX and media
announcement
—
4 May 2020


NOTICE OF ANNUAL MEETING

Property for Industry Limited (PFI, the Company) has provided NZX with a copy of the Notice of Meeting,
Virtual Annual Meeting Guide and Voting / Proxy form. Please note the change of date: it was the
Company’s intention to hold the Annual Meeting on 19 May, but the revised date is now 3 June. The
time remains unchanged at 11.00am.

These materials will be emailed / mailed to shareholders and are also available on the PFI website,
www.propertyforindustry.co.nz/investor-centre/annual-meeting/.

In light of the COVID-19 pandemic and the associated measures in place, this Annual Meeting will be
conducted as a virtual meeting only.

Shareholders can only participate in the Annual Meeting virtually through the web platform
web.lumiagm.com or by downloading the Lumi AGM app. Shareholders are therefore encouraged to
review the attached “Virtual Annual Meeting Guide” prior to the Annual Meeting.

Those who are not shareholders can also attend by logging using the same the web platform
web.lumiagm.com or by downloading the Lumi AGM app and using the control number 316-826-024.
Please note that by logging in as a guest you will not be able to ask any questions or vote.

ENDS










ABOUT PFI & CONTACT

PFI is an NZX listed property vehicle specialising in industrial property. PFI’s nationwide portfolio of 93 properties is leased to
142 tenants.

For further information please contact:

SIMON WOODHAMS CRAIG PEIRCE
Chief Executive Officer Chief Finance and Operating Officer
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Phone: +64 21 749 770 Phone: +64 21 248 6301
Email: woodhams@propertyforindustry.co.nz Email: peirce@propertyforindustry.co.nz
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Property for Industry Limited
Shed 24, Prince’s Wharf, 147 Quay Street, Auckland 1010
PO Box 1147, Shortland Street, Auckland 1140
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www.propertyforindustry.co.nz

Attachments
Notice of Meeting
Virtual Annual Meeting Guide
Voting / Proxy Form