Notice of Annual Meeting

Property
for
Industry
Limited
Notice of
2021
Annual Meeting
of shareholders
If Auckland is at COVID-19 Alert
Level 1, attendees will have the
option of attending in person at the
Level 4 Lounge, South Stand, Gate G,
Eden Park, Carpark P5, Reimers Ave,
Mount Eden, Auckland 1024, or
virtually. If Auckland is at COVID-19
Alert Level 2 or above, or the Board
otherwise considers it appropriate
in the circumstances, only virtual
attendance will be available.
MEETING
ANNUAL
NOTICE IS GIVEN that the annual
meeting of the shareholders of
Property for Industry Limited
(PFI, the Company) will be held on:
19
WEDNESDAY
MAY 2021
COMMENCING AT:
AM
11
.
00
COVID-19

Resolution 1:
That David Thomson, 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
election, be elected as a
Director of the Company.
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 2020 together
with the report of the auditors.
05
GENERAL
BUSINESS
The Board recommends that you vote in favour of each of the
above resolutions.
The Board of PFI invites attendees
to join them for light refreshments
at the end of the meeting.
Resolution 3:
That the Directors are authorised
to fix the fees and expenses of the
auditors, PricewaterhouseCoopers
Auckland.
Resolution 4:
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.

EXPLANATORY NOTES
ORDINARY RESOLUTIONS
RE-ELECTION OF
DAVID THOMSON
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, David Thomson is
required to retire at this meeting.
David, 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 David will
be an Independent Director,
if re-elected.
David has been a director of PFI
since 2018. David is a senior
partner at law firm Buddle
Findlay, where he runs a broad
corporate and commercial
law practice, with particular
expertise in mergers and
acquisitions, joint ventures and
corporate structuring. David
was until recently a member
of Buddle Findlay’s board for
seven years. David advises a
wide range of New Zealand and
RE-ELECTION OF
GREGORY REIDY
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, Gregory (Greg)
Reidy is required to retire at
this meeting. Greg, 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 Greg
Reidy will be a Non-Executive
Director, if re-elected.
Greg has been a director of
PFI since 2012. Greg has
a background in property
investment, funds management
and development with more
than 25 years’ experience in
the management, ownership
and development of industrial,
commercial, retail and
residential property. Greg is
also the Managing Director of
Reidy & Co.
RESOLUTION 01.RESOLUTION 02.
international businesses and
significant public-sector clients
including Panuku Development
Auckland, The University of
Auckland, Victoria University
of Wellington Te Herenga Waka,
and Museum of New Zealand
Te Papa Tongarewa. 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.
David is a member of PFI’s Audit
and Risk 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 03.RESOLUTION 04.
DIRECTOR FEES
The proposed resolution is to
adjust Director fees as set out in
the table below.
Director fees were last adjusted
by PFI at the 2019 annual
meeting. As noted at that meeting,
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.
In setting the proposed rates,
the Board commissioned an
independent benchmarking
review of 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/.
In requesting this review and
setting the proposed Directors’
fees to be put to shareholders,
the Board has also considered:
• the growth of the Company,
with contract rent growing
9.5% and assets growing 24.1%
over the past two years;
• PFI’s robust performance
through the recent period of
economic uncertainty;
• changes in the workload and
expectations of directors since
the review; and
• the need to attract and retain
directors of a strong calibre.
EXPLANATORY NOTES
ORDINARY RESOLUTIONS

PROPOSED STRUCTURE
The proposed structure
and rates are in line with the
median of Strategic Pay’s
recommendations.
The Board currently comprises
four Independent Directors
(including the Chair) as well as a
Non-Executive Director, although
the Board’s composition may
change over time. The changes
result in total Director fees (not
including ad hoc fees) for the
current Directors of $567,500
per annum. This represents an
overall increase of $52,500, or
10.2%, as compared to the current
fees, which were approved by
shareholders in 2019.
Of the overall increase of $52,500,
$12,500 is attributable to the
introduction of Committee
Member fees. The Board
considers that it is now
appropriate for Committee
Members to be paid a separate
fee to reflect the workload and
responsibilities related to these
Committees, that has increased
since the last review in 2019.
This position is consistent with
Strategic Pay’s recommendation
and as noted by them reflects
market practice of NZX listed
companies. It is noted that these
Committees currently comprise
the Committee Chair, the Board
Chair and one member, and that
it is PFI’s policy that the Board
Chair is not entitled to separate
Committee Member fees.
If resolution 4 is approved by
shareholders, the set rates above
will apply from the close of this
meeting. Going forward the rates
would continue to 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.
THE PROPOSED STRUCTURE AND RATES ARE SET
OUT IN THE TABLE BELOW:
$ PLUS GST (IF ANY)
POSITION CURRENTPROPOSED
Board Chair160,000170,000
Independent Director / Non-Executive Director82,50090,000
Audit and Risk Committee Chair15,00015,000
Audit and Risk Committee Member–7,500
Nomination and Remuneration Committee Chair10,00010,000
Nomination and Remuneration Committee Member–5,000
Hourly rates for abnormal and particularly time intensive projects
or transactions outside the scope of typical Board work
350 per hour350 per hour

Shareholders can participate
in the annual meeting virtually
through the web platform
web.lumiagm.com and entering
the meeting ID 344-229-409.
Virtual attendance is optional
at COVID-19 Alert Level 1, and
is the only option at all other
COVID-19 Alert Levels or if the
Board otherwise determines it is
appropriate not to hold a physical
meeting in the circumstances. If
no physical meeting is to be held,
PFI will provide shareholders
with notice through an
announcement to the NZX.
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 attending
virtually are encouraged to
review the attached “Virtual
Annual Meeting Guide” prior
to the Annual 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.
A Voting/Proxy Form for use
at the annual meeting is enclosed
with this notice of meeting. If
you are attending in person, you
should bring this form to the
meeting as it also constitutes
your voting paper.
PROCEDURAL NOTES

Entitlement to Vote
Every PFI shareholder whose
name is registered in the
share register as at 5.00pm on
Monday, 17 May 2021 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 (at COVID-19 Alert
Level 1 only);
• virtually (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).
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.
+
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
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 or
online) no later than 11.00am on
Monday, 17 May 2021.
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 4). 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 of the
Meeting will be your proxy and
will vote in accordance with your
express direction.
Required Votes
Resolutions 1 through 4 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. Please refer to the
instructions in the attached
“Virtual Annual Meeting Guide”
on how shareholders can ask a
question if attending virtually.
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,
5 May 2021.
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
19 May
2021
—
11.00am
REIMERS AVENUE
FREE PARKING
CRICKET AVENUE
WALTERS ROAD
SANDRINGHAM ROAD
TO TRAINS
Phone: +64 (9) 303 9450
www.propertyforindustry.co.nz
LOCATION
NOTE: If Auckland is at
COVID-19 Alert Level 1,
attendees will have the option of
attending in person. If Auckland
is at COVID-19 Alert Level 2 or
above, or the Board otherwise
considers it appropriate in the
circumstances, only virtual
attendance will be available.
Property for Industry Limited
Shed 24, Prince’s Wharf
147 Quay Street
PO Box 1147
Shortland Street
Auckland 1140
COVID-19
ENTRY AND FREE PARKING
P5

---

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
Virtual meetings are accessible on both desktop and mobile devices. In order to participate remotely you will need to visit
web.lumiagm.com on your desktop or mobile device. You will need to ensure that your browser is compatible — Lumi AGM supports the
latest versions of Chrome, Safari, Internet Explorer, Edge and Firefox.
If you have any questions, or need assistance with the online process, please contact Computershare on +64 9 488 8777 between 8.30am
and 5.00pm Monday to Friday (New Zealand time).
VIRTUAL MEETING GUIDE
NEW ZEALAND RESIDENTS
Username (CSN or Holder number) and
password (postcode).
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 (New Zealand time).
MEETING ID
344-229-409
Remote entry to the Annual Meeting will open at 10.30AM
N
ZT on Wednesday 19 May 2021, with the meeting
commencing at 11.00AM NZT.
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
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 log in
as a guest if you are not a shareholder in
Property for Industry Limited. Please note, if you have logged in as a guest you will not be
able to ask any questions or vote.

USING LUMI AGM
ACCESSING THE VIRTUAL MEETING
Once you have 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:
>username (CSN or Holder number);
>password (postcode, or country code
for overseas residents)
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.
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).
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.
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’.
NAVIGATING LUMI AGM - DESKTOP
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 ► button to start the
webcast.

---

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 19 May 2021
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
Monday, 17 May 2021 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 4 are ordinary resolutions that each require a simple majority of more
than 50% of the valid votes cast at the meeting.
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.
How to Vote
PFI shareholders can vote in any one of the following ways:
§ in person (at COVID-19 Alert Level 1 only);
§ virtually (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 this form; or
§ by representative (if the shareholder is a body corporate).
Appointment of Proxy
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
boxes overleaf accordingly. If you do not mark any box then your direction is to abstain.
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 4). 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 of the Meeting
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, 17 May 2021
HYBRID MEETING
If Auckland is at COVID-19 Alert Level 1, attendees will have the option of attending in person at the Level 4 Lounge, South Stand, Gate G,
Eden Park, Carpark P5, Reimers Ave, Mount Eden, Auckland 1024, or virtually. If Auckland is at COVID-19 Alert Level 2 or above, or the Board
otherwise considers it appropriate in the circumstances, only virtual attendance will be available.

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
on Wednesday, 19 May 2021, 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 David Thomson, 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 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.
4.
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.
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).