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Quality delivers resilience and strong FY21 annual results

Full Year Results11 August 2021PCTReal Estate

Precinct Properties New Zealand Limited (NS)
Results for announcement to the market

Reporting Period12 months to June 2021

Previous Reporting Period12 months to June 2020

Amount (000s)Percentage change

Revenue from ordinary

activities

199,800 NZD+31.6%

Profit (loss) from ordinary

activities after tax attributable to

security holders

179,900 NZD+412.5%

Net profit (loss) attributable to

security holders

179,900 NZD+412.5%

Interim/Final DividendAmount per securityImputed amount per security

Final0.01625 NZD0.00000 NZD

Record date10 September 2021

Dividend payment date24 September 2021

30 Jun 202030 Jun 2021

Net tangible assets per security

1.440 NZD1.520 NZD

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10/09/2021

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Precinct Properties New Zealand Limited

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+64 21 111 8898

hello@precinct.co.nz

12/08/2021

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Richard Hilder

Steph How

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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 PO Box 2, Wellington 6140, New Zealand

NZX announcement – 12 August 2021

Quality delivers resilience and strong FY21 annual results

Performance summary for the 12 months ended 30 June 2021

Financial summary

• Net property income (NPI) increased 27.9% to $124.4 million (2020: $97.2 million).

• Total comprehensive income after tax of $179.9 million (2020: $35.1 million) following strong

revaluation gain of $282.9 million or 9.3% (2020: $66.3 million devaluation).

• Net Asset Value (NAV) per share of $1.52 (2020: $1.45).

• Adjusted Funds from Operations (AFFO) increased 3.0% to 6.48 cps (2020: 6.29 cps).


FY22 dividend guidance

• FY22 dividend guidance of 6.70 cps, representing a YoY increase of 3.1%.


Internalised Management

• In March 2021, the Independent Directors of Precinct reached an agreement with the

Manager, AMP Haumi Management Limited (AHML), to terminate the Management Services

Agreement and internalise the management of Precinct.

- Expected benefits for Precinct and its shareholders include cost savings, pro forma

accretion to AFFO, increased alignment of interests and retention of key management

personnel and staff.


Capital management

• $250 million raised via successful equity raise through an underwritten $220 million placement

and non-underwritten $30 million retail offer

.

• Issued a six year secured, fixed rate green bond offer of $150 million.

• Continued to progress capital recycling opportunities with the divestment of the remaining 50%

of the ANZ Centre in Auckland for $177 million.

• New $250 million bank facilities established.

• Strong balance sheet with gearing of 28.2% (2020: 28.8%), well under PCT borrower covenant

level of 50%.


Value-add development pipeline strengthened

• New developments commenced in the year with a total completed value of $0.8 billion and

90% leasing pre-commitment secured.

• Bowen House and Freyberg Building in Wellington purchased. Both settled post-balance date

in July 2021, following the equity raise noted above.

- Bowen House to undertake comprehensive redevelopment of the building including

seismic upgrade works to 100% NBS and on-floor refurbishments with completion

expected mid-2023.

- Freyberg building currently used as decant space for Government with holding income

pending redevelopment opportunity for the asset.




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 PO Box 2, Wellington 6140, New Zealand

• Construction at Deloitte Centre (One Queen Street) well underway.

- Revised scheme remains fully integrated into the Commercial Bay retail precinct

- Post balance date, Deloitte lease secured across levels 15 to 20 totalling 7,500 square

metres for an initial lease term of 20 years.

- Expected total project cost of around $308 million with yield on cost of around 6.2%

once complete.


• Bowen Campus Stage Two continues to advance at 40 and 44 Bowen Street.

- 44 Bowen Street is 100% leased following lease to Waka Kotahi NZ Transport Agency

during the year.

- Only one and a half floors totalling 2,700 square metres now vacant at 40 Bowen Street

with good level of enquiry.

- Aggregate pre-committed leasing across second stage of Bowen Campus is 87%.

- Both projects tracking to programme and remain on budget.


• 30 Waring Taylor redevelopment expected to complete in November 2021 providing our first

Wellington-based Generator site.



Operating performance

• High occupancy level maintained at 98% (2020: 98%) and a weighted average lease term

(WALT) of 7.7 years (2020: 8.0 years).

• Strong leasing momentum with 30 leasing transactions completed, totalling 15,800 square

metres.

- Growth on contract rents was 7.0%.

• Precinct’s operating businesses (Generator and Commercial Bay Hospitality) and Commercial

Bay Retail income impacted by COVID-19 over the period.

- Trading performance at Commercial Bay retail centre particularly strong in the second

half of the 2021financial year providing positive impetus for FY22 period.

- Generator occupancy and booking levels continue to improve, with Generator

supporting portfolio leasing and Precinct's long-term strategic objectives.


Environmental, Social and Governance (ESG) risks and opportunities


• Precinct achieved a Global Real Estate Sustainability Benchmark (GRESB) score of 83 (last

year: 77. Current global average is 70).

• Toitū carbonzero certification validated for second year.

• Precinct published (on a voluntary basis) its own Climate-related Financial Disclosures

document based on the Taskforce on Climate-related Financial Disclosures (TCFD)

recommendations.

• Inclusion in the Bloomberg 2021 Gender-Equality Index (GEI).





Note: Further information can be found within the 2021 Annual Report and results presentation. You can find these at

https://www.precinct.co.nz/annual-reporting/2021-annual-results




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 PO Box 2, Wellington 6140, New Zealand

Precinct Properties New Zealand Limited (Precinct) (NZX: PCT) reported its financial results for

the 12 months ended 30 June 2021 today. The business has delivered a strong result for the

FY21 period illustrating the portfolio’s resilience in another year navigating the challenges from

COVID-19. Total comprehensive income after tax was $179.9 million compared with $35.1

million in the previous period with the movement attributable to a strong revaluation gain of

$282.9 million for the full year, offset by the termination payment of Precinct's management

services agreement.

Pleasingly, the business has continued to meet market guidance and deliver further growth

for our shareholders despite the unusual year with Adjusted Funds from Operations (AFFO),

which adjusts for several non-cash items, increasing by 3.1% to $85.3 million (June 2020: $82.7

million) or 6.48cps. This strong result reflects the demand for Precinct's premium grade

portfolio, maintaining high occupancy levels during the year and generating income from

high quality occupiers.

Full year dividends paid to shareholders and attributed to the 2021 financial year totalled 6.50

cps, representing a year on year increase of 3.2% and an AFFO dividend payout ratio of 100%.

Net property income increased 27.9% to $124.4 million (June 2020: $97.2 million) with the

increase primarily driven by the completion of several development projects, namely

Commercial Bay, during the year. After adjusting for developments and transactions, like for

like net property income growth was 1.2% higher than the previous comparable period.

While Commercial Bay Retail performance has been impacted over the period, foot traffic

and sales are showing significant improvement post the last lockdown in March with food &

beverage continuing to be the strongest performer, particularly Harbour Eats.

Generator was also impacted by COVID-19 with a reduction in events and lower occupancy

leading to a net operating income loss of $0. 9 million for the period. Occupancy and events

bookings are now showing a solid recovery with Generator continuing to support Precinct's

portfolio leasing and long term strategic objectives. The reduction in profitability has led to the

independent valuation of Generator recording an impairment of $9.8 million.

As at 30 June 2021 Precinct’s portfolio totalled $3.3 billion (June 2020: $3. 0 billion). Precinct’s

net asset value (NAV) per share at balance date was $1.52 (June 2020: $1.45).




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 PO Box 2, Wellington 6140, New Zealand

Further financial information can be found within the 2021 Annual Report at

https://www.precinct.co.nz/annual-reporting/2021-annual-results

.

Scott Pritchard Precinct CEO said, “It has been an active year for Precinct. Consistent with our

strategy, our investment portfolio and development projects have further advanced in the

period and delivered good results. The high quality and resilient nature of our portfolio is driving

Precinct’s operating and financial performance.”

“Internalising the management of Precinct earlier this year and successfully raising $250 million

of equity through a Placement and Retail Offer in June 2021 has put our business in a strong

position to deliver on the next phase of its strategy. Despite the challenging backdrop of the

COVID-19 pandemic, we have been able to capitalise on strong office leasing demand and

secure around $800 million of new developments with 90% pre-leasing achieved. This strong

demand combined with our pipeline of opportunities and the quality of our portfolio position

our business well to continue to deliver growth in shareholder value.”

“Following the internalisation and considering the opportunities that Precinct has, it is

considering the potential of partnering with third party capital to deliver further shareholder

value. This strategic option is increasingly logical following the decision to internalise earlier

this year.”

Operational and leasing update

Precinct's portfolio continues to benefit from quality occupiers, a long weighted average

lease term (WALT), high occupancy levels, and lease review structures that will generate

earnings growth. At balance date, overall portfolio occupancy was 98% and Precinct's WALT

was 7.7 years.

Precinct has experienced strong leasing demand for well located, quality office buildings. In

total, 34 leasing transactions were completed across 35,270 sqm of space for a weighted

average lease term of 11.2 years, including post balance date transactions. In Auckland, key

leasing includes a 20 year lease to Deloitte over the Deloitte Centre (One Queen Street), and

a new 9-year lease to Aon over levels 20 and 21 at the Aon Centre (previously known as AMP

Centre). In Wellington, a new 15-year lease was agreed with KPMG at 44 Bowen Street, as

well as a 12 year lease with Waka Kotahi New Zealand Transport Agency. At 30 June 2021

Precinct's portfolio is under-rented by 5.9% (June 2020: 2.9% under-rented).




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 PO Box 2, Wellington 6140, New Zealand

Development update

Deloitte Centre (One Queen Street)

Following the start of construction of our One Queen Street redevelopment project in May of

this year, the project is progressing well.

Leasing all the remaining high rise office space comprising levels 15 to 20 to Deloitte reflects

the strong demand for prime inner city office space. This is a significant lease to have

concluded ahead of project completion and demonstrates both the quality of the asset

and businesses valuing the benefits of being located in the Commercial Bay precinct. With

Deloitte also taking naming rights, One Queen Street will now be named Deloitte Centre.

This leaves just two low rise floor plates which are not committed, and Precinct anticipates

offering these floors as smaller premium office suites ranging in size from 200 to 250 square

metres.

Bowen Campus Stage Two

The projects at 40 and 44 Bowen Street continue to advance well. Both buildings at the Bowen

Campus Stage Two development are tracking to programme and are on budget. Practical

completion of 40 Bowen and 44 Bowen Street is expected in September 2022 and May 2023,

respectively. The total project cost for the development remains around $195 million with a

yield of 6.5% once fully leased.

Dividend payment

Precinct shareholders will receive a fourth-quarter dividend of 1.625 cps. Due to Precinct’s

current tax position, there are no imputation credits to attach for the quarter and therefore

no supplementary dividend to be paid (see note 2). The record date is 10 September 2021

and payment will be made on 24 September 2021.

Outlook and guidance

Precinct has demonstrated remarkable resilience during the 2021 financial year. Our business

continues to benefit from a well-established and clear strategy.

Our portfolio is well positioned benefiting from some of the highest quality occupiers in New

Zealand, a long weighted average lease term, very little expiry risk, and a high degree of

structured growth. We have successfully completed $1.5 billion of development projects over

the past 6 years. Across our developments, we have created significant shareholder value. It




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 PO Box 2, Wellington 6140, New Zealand

is this track record in capability that we are now looking to leverage with future transactions.

These portfolio characteristics give us confidence in our earnings outlook and the potential

for further dividend growth.

The Board expects Precinct’s dividend for the 2022 financial year of 6.70 cps to be paid. This

represents 3.1% year-on-year growth in total cash dividends to shareholders.


Further information can be found within the 2021 Annual Report and results presentation. You

can find this at: https://www.precinct.co.nz/annual-reporting/2021-annual-results

.

Ends


For further information, please contact:


Scott Pritchard

Chief Executive Officer

Mobile: +64 21 431 581

Email: scott.pritchard@precinct.co.nz


George Crawford

Deputy Chief Executive Officer

Mobile: +64 21 384 014

Email: george.crawford@precinct.co.nz


Richard Hilder

Chief Financial Officer

Mobile: +64 29 969 4770

Email: richard.hilder@precinct.co.nz


About Precinct (PCT)

Precinct is New Zealand’s only listed city centre specialist investing predominantly in premium and A-

grade commercial office property. Listed on the NZX Main Board, PCT currently owns Auckland’s HSBC

Tower, AMP Centre, Jarden House, Deloitte Centre, 204 Quay Street, Mason Bros. Building, 12 Madden

Street, 10 Madden Street, PwC Tower and Commercial Bay Retail; and Wellington’s AON Centre, NTT

Tower, Central on Midland Park, No. 1 and No. 3 The Terrace, Mayfair House, Charles Fergusson Building,

Defence House, Bowen House and Freyberg Building.

Precinct owns Generator NZ, New Zealand’s premier flexible office space provider. Generator currently

offers 13,600 square metres of space across eight locations in Auckland.





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 PO Box 2, Wellington 6140, New Zealand

Note 1

AFFO is a non-GAAP financial measure that shows the organisation's underlying and recurring earnings from its

operations and is considered industry best practice for a REIT. This is determined by adjusting statutory net profit (under

IFRS) for certain non-cash and other items. AFFO has been determined based on guidelines established by the Property

Council of Australia and is intended as a supplementary measure of operating performance.



This additional performance measure is provided to assist shareholders in assessing their returns for the period.

Note 2

A supplementary dividend is paid to non-resident shareholders to offset the amount of non-resident withholding tax

(“NRWT”) that New Zealand companies are required to deduct from dividends paid to non-resident shareholders. A

supplementary dividend is paid to ensure equitable treatment between non-resident shareholders and resident

shareholders (whose dividends are not subject to NRWT).

There’s no disadvantage to Precinct or our shareholders, and non-resident shareholders don’t get a larger cash

dividend than an equivalent New Zealand resident shareholder.

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1
Quality

delivers

resilience

ANNUAL REPORT 2021

PRECINCT PROPERTIES NEW ZEALAND LIMITED
04

Quality delivers

resilience.

06

Commercial Bay.

08

2021 highlights.

09

2021 summary.

10

Creating

sustainable value

from city centre

real estate.

12

Chair's report.

14

Management

report.

16

Our markets.

18

Generator.

20

Results overview.

24

Sustainability at

Precinct.

34

Board of

directors.

36

Executive team.

38

5 year summary.

40

GRI index.

43

Corporate

governance.

51

Investor

information.

60

Remuneration

report.

68

The numbers.

100

Directory.

Cover page image: Bernard Louw, Concierge at HSBC Tower.

More information can be found at www.precinct.co.nz

We are attracting and
retaining the highest-

quality clients as our

occupiers, including

the New Zealand

government and New

Zealand's best

corporate entities.

04
Quality delivers resilience.

PRECINCT PROPERTIES NEW ZEALAND LIMITED

Quality delivers resilience.

04

PRECINCT PROPERTIES NEW ZEALAND LIMITED

Precinct has benefited from the execution

of its long-term strategy and we have

successfully transformed the quality of our

business over the past 10 years.

Earlier this year, the management of

Precinct was internalised, positioning our

business for future growth that we expect to

provide significant benefits to our business

and our shareholders.

05
Quality delivers resilience.

ANNUAL REPORT 2021

Quality delivers resilience.

05

ANNUAL REPORT 2021

photo credit: Simon Devitt

06
Commercial Bay.

PRECINCT PROPERTIES NEW ZEALAND LIMITED

Commercial Bay.

06

PRECINCT PROPERTIES NEW ZEALAND LIMITED

07
Commercial Bay.

ANNUAL REPORT 2021

Commercial Bay.

07

ANNUAL REPORT 2021

Just over a year ago, Precinct

opened both the retail centre

and the PwC Tower at

Commercial Bay. This was a

significant milestone for our

business and Auckland’s city

centre with COVID-19 hugely

impacting the economy

during 2020.

A year on, we are encouraged by the

increased pedestrian levels which have

returned to the city. The retail centre has

delivered strong trading performance,

particularly in the second half of the 2021

financial year.

Commercial Bay continues to be an

important part of the ongoing revitalisation

of Auckland’s city centre. It also continues

to actively support the road to recovery in a

COVID-19 economy, locally. Commercial

Bay provides a quality offering in Auckland's

city centre.

99%

Commercial Bay occupancy

770,000

Pedestrian count during Matariki festival

08
2021 highlights.

2021 highlights.

PRECINCT PROPERTIES NEW ZEALAND LIMITED

INTERNALISED

MANAGEMENT

In March 2021, the Independent Directors of

Precinct reached an agreement with the Manager,

AMP Haumi Management Limited (AHML), to

terminate the Management Services Agreement

and internalise the management of Precinct.

Expected benefits for Precinct and its shareholders

include, cost savings, pro forma accretion to

adjusted funds from operations (AFFO), increased

alignment of interests and retention of key

management personnel and staff.

$250M

Equity raised

Through Placement and Retail Offer

$150M

Green Bond Issued

6 year

+3.2%

Increase in dividend

Year on year to shareholders

$179.9M

Total comprehensive income after tax

For the 12 months ended 30 June 2021

83/100

GRESB score

Global Real Estate Sustainability Benchmark result

09
2021 summary.

2021 summary.

ANNUAL REPORT 2021

Operational

excellence

• Achieved dividend of 6.50 cps

• 98% portfolio occupancy and WALT of 7.7 years

• Internalised the management of Precinct

• $250 million raised through successful equity issue

• $150 million 6 year Green Bond issued

• Completed sale of remaining 50% interest in ANZ

Centre

• New $250 million bank facility established

• Global Real Estate Sustainability Benchmark (GRESB)

score increased to 83 (last year: 77)

• Score of B- in the Carbon Disclosure Project (CDP)

• Toitū carbonzero certification validated for second

year

Developing

the future

• One Queen Street project construction started

• Fully leased at 44 Bowen Street

• Commitment to Bowen Campus Stage Two

• Acquisition and redevelopment announced for

Bowen House and Freyberg Building

• Development progress at 30 Waring Taylor Street

• Off-setting of embodied carbons at 40 Bowen Street

project with carbon credits for the project purchased

• Wynyard Stage Two completed

Our

people

and

partners

• Retained key management personnel following

Precinct internalisation agreement

• Continued investment in our people though staff

training and development

• Launch of CLUB Commercial Bay

• Matariki – Whānau Mārama at Commercial Bay

• Continued focus on health and wellbeing

• Supporting our retailers

• Client survey underway

• Staff survey completed

• Actively supporting communities in which we operate

in Auckland and Wellington

10
Creating sustainable value from city centre real estate.

Creating sustainable value

from city centre real estate.

PRECINCT PROPERTIES NEW ZEALAND LIMITED

Precinct's premium-grade real

estate is delivering consistent

and sustainable results.

As our business continues to evolve, our

proactive management approach is

delivering a premium offering to our

stakeholders.

Our ownership of city centre precincts is

enabling us to create vibrant communities

and maximise returns.

Precinct's strategy focuses on three distinct

areas:

• Our people and partners

• Operational excellence

• Developing the future

We are committed to the long-term growth in

shareholder value while ensuring as a business we

continue to respond to our material Environmental, Social

and Governance issues, which are critical to the ongoing

success of Precinct.

Our primary objective is to create sustainable value from

city centre real estate.

This is achieved by:

• Investing in quality – portfolio, clients and staff

• Earnings security – stable and secure income

• Strong balance sheet

• Leveraging Precinct's strong development capability

• Creating vibrant environments

• Best practice corporate governance

• Supporting New Zealand’s pathway to zero carbon

$3.3B

Portfolio Value

photo credit: Simon Devitt

24

Photo Credit: Simon Devitt

11
Creating sustainable value from city centre real estate.

ANNUAL REPORT 2021

12
Chair's report.

Chair's report.

PRECINCT PROPERTIES NEW ZEALAND LIMITED

On behalf of the Board and Management team, we are pleased

to present Precinct’s 2021 Annual Report.

Internalising the management of Precinct positions our business to

deliver on the next phase of its strategy. We are committed to the

long-term success of Precinct.

FY21 performance

Precinct has delivered strong results during the 2021 financial year. While businesses and people continue to be impacted by

COVID-19, overall portfolio valuations have improved vastly since last year. Precinct’s full year revaluation recorded a significant gain

of $282.9 million or 9.3% for the period, reinforcing the strong investment demand for premium inner-city space.

Total comprehensive income after tax was $179.9 million. Pleasingly, and in line with guidance, adjusted funds from operations (AFFO)

increased 3.0% to 6.48 cents per share (cps). Our full-year dividend to shareholders is 6.50 cps, representing a 3.2% increase.

In May 2021, Precinct successfully issued a 6-year secured, fixed-rate green bond offer of $150 million. This includes oversubscriptions of

$50 million to institutional investors and New Zealand retail investors. The net proceeds of the offer are intended to be earmarked in

accordance with Precinct’s Sustainable Debt Framework dated 2020 to finance or refinance energy efficient buildings.

13
Chair's report.

ANNUAL REPORT 2021

Precinct Internalisation Agreement

In March 2021, the Independent Directors of Precinct reached

an agreement with the Manager, AMP Haumi Management

Limited, to terminate the Management Services Agreement and

internalise the management of Precinct. The internalisation is

expected to provide significant benefits to Precinct and its

shareholders. We expect cost savings from the transaction of

$14.6 million per annum and 6.0% accretion to adjusted funds

from operations per share on a pro forma basis. As the

Independent Directors needed to act quickly and with certainty

given competing interests, and to ensure Precinct was able to

secure all the benefits of internalising management, an NZX

waiver was obtained so that the transaction did not require a

shareholder vote.

The Independent Directors believe that internalisation will best

position Precinct for future growth and is an appropriate

progression considering the scale and breadth of Precinct’s

business. Importantly, Precinct has retained key management

personnel and the internalisation ensures the continuity of

Precinct’s successful strategy and ongoing stable shareholder

returns.

Board changes

As part of Precinct’s Board succession planning, we are

delighted to have appointed two capable and experienced

professional directors to our governance regime post balance

date. Nicola Greer has been appointed as an Independent

Director, effective 16 July 2021, and Mark Tume has been

appointed as an Independent Director, effective 11 August 2021.

Nicola has extensive experience in New Zealand, Australia and

the UK in the banking and finance sectors. She is currently a

director of Airways Corporation, Fidelity Life Assurance Ltd, South

Port NZ, New Zealand Railways Corporation, and is a Member of

the New Zealand Markets Disciplinary Tribunal.

Mark’s professional experience has been in New Zealand

banking and funds management. His current directorships

include being Chair of Infratil, Ngāi Tahu Holdings Corporation

and Te Atiawa Iwi Holdings. He is also a director of

RetireAustralia.

Both Nicola's and Mark’s skills and knowledge in the commercial

property sector are valuable attributes which further strengthen

Precinct’s Board effectiveness, ensuring best practice corporate

governance is maintained while transitioning responsibilities.

On behalf of my fellow Directors and the Management team,

we would also like to acknowledge the departures of both

Launa Inman and Robert Campbell from the Precinct Board who

retired on 31 July 2021 and 11 August 2021, respectively. We first

thank Launa for her contribution to the Company since 2015,

particularly in the retail and customer experince areas. We

would also like to thank Rob for his efforts. He has been an

integral part of the Board over the last 9 years and his

involvement and valued service has contributed to the success

of Precinct. We wish both Launa and Rob all the best for the

future.

Sustainability – ESG responses

Precinct continues to progress our Environmental, Social and

Governance (ESG) risks and opportunities. Our most recent

Global Real Estate Sustainability Benchmark (GRESB) score

demonstrates the good performance we are achieving across

our business. Precinct received a 2020 GRESB score of 83 during

FY21 (previously reported score was 77). We are again trending

ahead of the GRESB global average of 70 and we are

performing in line with our New Zealand and Australian peer

group. We are immensely proud of improving our GRESB scrore

over the last four consecutive years. Submissions for 2021 have

been made and results will be disclosed in our 2022 Annual

Report. During the year, Precinct also received a 2020 score of B-

following its participation in the Carbon Disclosure Project (CDP).

Pleasingly, this was higher than both the Oceania regional and

Global average of C. Management are currently working on its

2021 submission and are targeting 'A leadership and strategic

best practice'.

In September 2020, the New Zealand Government announced

the requirement for climate-related financial risk reporting for

listed corporates and major financial institutions. The new regime

will be on a comply-or-explain basis, based on the Task Force on

Climate-related Financial Disclosures (TCFD) framework, which is

widely acknowledged as international best practice. If passed

by Parliament, disclosures will be required for financial years

commencing in 2022, meaning that the first disclosures will be

made in 2023. Precinct is fully supportive of a low-carbon future

for Aotearoa New Zealand and while organisations like ours are

not yet required to make disclosures, we have published (on a

voluntary basis) our own Climate-related Financial Disclosures

document. This can be found on the Precinct website in our

sustainability section.

We are also pleased to announce the establishment of an ESG

committee at a Board level, reinforcing the high priority Precinct

places on our responses to our material ESG risks and

opportunites. We invite you to read more about Sustainability at

Precinct on pages 24 to 33.

Dividend guidance

The Board expects Precinct’s dividend for the 2022 financial year

of 6.70 cps to be paid. This represents 3.1% year-on-year growth

in total cash dividends to shareholders.

On behalf of the Precinct Board, Management and Precinct

team, we thank you, our shareholders, for your continued

investment in Precinct. We are committed to growing

sustainable value for Precinct's investors, as we successfully

deliver on our strategy.

Craig Stobo, Independent Director and Chair

14
Management report.

Management report.

PRECINCT PROPERTIES NEW ZEALAND LIMITED

It has been an active year for Precinct. Consistent with our

strategy, our investment portfolio and development projects have

further advanced over this period. The high quality and resilient

nature of our portfolio is driving Precinct’s operating and financial

performance .

From left to right: Richard Hilder (CFO), Scott Pritchard (CEO) and George Crawford (Deputy CEO).

Advancing Wellington opportunities

Successfully raising $250 million of equity through a Placement and Retail Offer in June 2021 has provided funding for the acquisition of

two Wellington office assets, Bowen House and the Freyberg Building. The proceeds from the equity raise also reduced Precinct’s

gearing providing additional funding capacity to assist with future development opportunities. Strategically located in the heart of the

government precinct, Bowen House and the Freyberg Building offer significant redevelopment opportunities which are now

progressing. Our business is extremely excited to further advance our Wellington offering.

We received strong investment demand from our institutional and retail investors. The Placement was fully subscribed and the retail

offer was oversubscibed receiving applications totalling approximately $58 million. The high level of support from both local and

offshore investors for this equity raising reinforces investor confidence for our business and Precinct’s long-term strategy. The offer

structure was designed to provide an equitable treatment to all our existing shareholders and we strongly believe this was achieved.

15
Management report.

ANNUAL REPORT 2021

Development projects update

Deloitte Centre (One Queen Street)

Following the start of construction of our One Queen Street

redevelopment project in May of this year, the project is

progressing well.

Post balance date, Deloitte have leased all the remaining high

rise office space comprising levels 15 to 20 within the One Queen

Street office building to now be named Deloitte Centre. This

leaves just two low rise floor plates which are not committed,

and Precinct anticipates offering these floors as smaller premium

office suites ranging in size from 200 to 250 square metres. This is a

significant lease to have concluded ahead of project

completion and demonstrates both the quality of the asset and

businesses valuing the benefits of being located in the

Commercial Bay precinct.

The total project cost is expected to be around $308 million with

an expected yield on cost of 6.2% once complete.

Bowen Campus Stage Two

The projects at 40 and 44 Bowen Street continue to advance

well. Both buildings at the Bowen Campus Stage Two

development are tracking to programme and are on budget.

During the period, Precinct secured a 12 year term lease with

Waka Kotahi NZ Transport Agency who will occupy 6 contiguous

floors across the ground and levels 1 to 5, totalling 8,660 sqm of

space at 44 Bowen Street. With Waka Kotahi NZ Transport

Agency secured the building will be 100% leased prior to

expected practical completion.

With only one and a half floors totalling 2,700 sqm remaining

vacant at 40 Bowen Street, the aggregate pre-committed

leasing across Stage Two now represents 87% of the combined

office space with a weighted average lease term of over 11

years. Practical completion of 40 Bowen and 44 Bowen Street is

expected in September 2022 and May 2023, respectively. The

total project cost for the development remains around

$195 million with a yield of 6.5% once fully leased.

30 Waring Taylor, Wellington

The 30 Waring Taylor Street project is expected to be complete

in November 2021. This will be Generator’s first Wellington-based

offering. The project is on programme and in-line with budget.

We continue to progress our current development projects and

we are confident of their successful delivery.

Proven track record

Our business continues to benefit from a well-established and

clear strategy. Precinct has a strong track record of developing

world-class real estate. Over the last 6 years, we have

developed $1.5 billion in premium-grade real estate. These

projects have led to a significant reduction in the age of our

portfolio and delivered value uplifts for our investors.

Importantly, across all of our developments to date, at the point

of commitment, our pre-leasing was 44%, however, by the time

we completed the projects, our leasing was 99%.

We have successfully

completed $1.5 billion of

development projects over

the past 6 years. It is this track

record in capability that we

are now looking to leverage

with future transactions. Across

our developments, we have

created significant shareholder

value.

S C O T T P R I T C H A R D , C E O

Outlook

Our business has demonstrated remarkable resilience during the

2021 financial year. Despite the challenging backdrop of the

COVID-19 pandemic, we have been able to capitalise on strong

office leasing demand and secure around $0.8 billion of new

developments with 90% pre-leasing achieved. This strong

demand combined with our pipeline of opportunities and the

quality of our portfolio position our business well to continue to

deliver growth in shareholder value.

Scott Pritchard,

CEO

George Crawford,

Deputy CEO

Richard Hilder,

CFO

16
Our markets.

Our markets.

PRECINCT PROPERTIES NEW ZEALAND LIMITED

Auckland city centre.

The Auckland city centre office market appears to be operating in a ‘two-tiered’ manner with a widening demand gap between

prime and secondary assets. During the year, JLL research reported an uptick in prime vacancy rates to 7.3% as at June 2021 (June

2020: 4.8%), driven by 44,600 sqm of new supply and refurbishments being completed during the period, while secondary vacancy

increased to 13.9% over the same period (June 2020: 11.2%). Vacancies are also unevenly spread across the city centre, with

occupiers showing a clear location bias towards waterfront locations, with improved amenities and newer assets. Notwithstanding,

some commentators reported a decrease in net effective rentals across the wider city centre office market in the September 2020

quarter, driven by increased competition from additional backfill arising from recently completed developments and sublease

availability in response to COVID-19. Similar to vacancy rates, the prime grade market rentals have proven comparatively resilient, with

JLL research reporting a 5.1% year-on-year decline as at June 2021 (June 2020: -0.1%) attributable wholly to a rise in market-wide

leasing incentives, compared to a 8.9% decline recorded in the secondary market over the same period.

Looking ahead, while the occupier market is under some pressure from current vacancies and headwinds from increasing flexible

working arrangements, a marked uplift in leasing enquiries in 2021 to date and a comparatively benign supply pipeline both point to

vacancies stabilising and the return of rental growth over the coming months.

Turning to the city centre retail market, retailers have remained under pressure from structural headwinds and on-going impact from

COVID-19 border closures and disruptions from major works including the CRL, with CBD retail vacancy increasing to 7.1% as at June

2021 (June 2020: 3.3%) according to JLL research. Pleasingly, service and hospitality retail performed well over the period, buoyed by

strong pent-up domestic demand. The resilience of these types of retailers has proven instrumental to Commercial Bay’s strong trading

performance in its first year of operation. Statistics New Zealand reported a 13.5% increase year-on-year in annualised electronic card

transaction spend for hospitality retail.

17
Our markets.

ANNUAL REPORT 2021

Wellington city centre.

The Wellington city centre office market continues to outperform, driven by favourable tailwinds, including continued growth in the

public sector workforce and structural undersupply due to stock withdrawals as a result of seismic and environmentally sustainable

design (ESD) obsolescence. In particular, prime vacancy rates, reported by JLL research at 0.9% as at June 2021 (June 2020: 0.6%), are

continuing to hold well below the long-term average of circa 2%.

With occupiers competing for a limited pool of quality stock and new build pre-leasing opportunities, favourable market dynamics

have resulted in a significant increase in rentals with prime effective rentals increasing 3.9% year on year (June 2020: 1.4%), albeit some

of the rental growth may be eroded by continued increases in operating expenses.

Looking ahead, the recent themes of workforce expansion and flight to quality are anticipated to prevail and underpin low prime

vacancy rates over the short to medium term.

-

14,825sqm

CBD office stock year-on-year to June 2021 with stock withdrawals outpacing new construction and refurbishments

source: JLL research

18
Generator.

Generator.

PRECINCT PROPERTIES NEW ZEALAND LIMITED

Generator is New Zealand's

leading flexible workspace

provider with over 1,300

members. It continues to play

an important role in Precinct’s

strategy.

Generator continues to provide a differentiating component to

Precinct’s real estate offering by providing a flexible occupancy

option for businesses with growing needs. It also provides

enhanced levels of amenity and service for Precinct clients,

especially for those small to medium sized businesses looking for

shared facilities that they would not usually have access to.

The business now has an improved quality customer base who

recognise Generator as their core business accommodation,

valuing the flexibility and amenities that Generator provides.

Pleasingly, memberships continue to grow with good levels of

enquiry and sales.

Currently located across 8 locations totalling 13,600 sqm in

Auckland, Generator has a significant market share in

Auckland's city centre. This includes flexible space at Madden

Street (GridAKL), Britomart Place, Stanbeth & Excelsior (Stan Ex)

and the Mason Bros. building.

During the year, Generator opened its brand new meeting and

events suites located in the lobby of the HSBC Tower in

Auckland. This space caters for a wide range of business

meetings and events, including providing outstanding harbour

views and a spacious balcony. These added to the existing

meeting and event suites at the PwC Tower.

We are also excited to be opening the first Generator site in

Wellington at the end of 2021. 30 Waring Taylor will provide

private offices, coworking and event spaces to meet the needs

of increased demand for flexible space in Wellington. The 5-level

character building will be fully redeveloped and seismically

strengthened to 100% of the National Building Standard.

For more information on Generator, visit: https://

generatornz.com/

Generator continues to

provide a differentiating

component to Precinct’s real

estate offering. It supports

portfolio leasing and Precinct's

long-term strategic objectives.

G E O R G E C R A W F O R D , D E P U T Y C E O

19
Generator.

ANNUAL REPORT 2021

20
Results overview.

Results overview.

PRECINCT PROPERTIES NEW ZEALAND LIMITED

FY21 results

The business has delivered a strong result for the FY21 period

illustrating the portfolio’s resilience in another year navigating the

challenges from COVID-19. Total comprehensive income after

tax was $179.9 million compared with $35.1 million in the previous

period with the movement attributable to a strong revaluation

gain of $282.9 million for the full year, offset by the termination

payment of Precinct's Management Services Agreement.

Pleasingly, the business has continued to meet market guidance

and deliver further growth for our shareholders despite the

unusual year with Adjusted Funds from Operations (AFFO), which

adjusts for several non-cash items, increasing by 3.1% to

$85.3 million (June 2020: $82.7 million) or 6.48cps. This strong result

reflects the demand for Precinct's premium grade portfolio,

maintaining high occupancy levels during the year and

generating income from high quality occupiers. Full year

dividends paid to shareholders and attributed to the 2021

financial year totalled 6.50 cps, representing a year on year

increase of 3.2% and an AFFO dividend payout ratio of 100%.

Net property income increased 27.9% to $124.4 million (June

2020: $97.2 million) with the increase primarily driven by the

completion of several development projects, namely

Commercial Bay, during the year. After adjusting for

developments and transactions, like-for-like net property income

growth was 1.2% higher than the previous comparable period.

Precinct continues to support its clients impacted by COVID-19

through a range of measures including rental abatements which

for the financial year totalled $1.1 million

1.

. This compares to

abatements of $1.7 million for the year ended 30 June 2020.

Total interest expense was higher due to development spend

and higher debt levels. Following the completion of several

development projects in the period and the resulting reduction

in capitalised interest, net interest expense for the period was

$27.2 million (June 2020: $5.1 million).

Generator was also impacted by COVID-19 with a reduction in

events and lower occupancy leading to a net operating income

loss of $0.9 million for the period. Occupancy and events

bookings are now showing a solid recovery with Generator

continuing to support Precinct's portfolio leasing and long term

strategic objectives. The reduction in profitability has led to the

independent valuation of Generator recording an impairment of

$9.8 million.

During the period Precinct internalised its management function

with a one-off termination cost of $217.1 million, which has been

recognised in the financial statements. The expected benefits for

Precinct and its shareholders include cost savings, pro forma

accretion to AFFO, increased alignment of interests and

retention of key management personnel and staff. Precinct has

recorded a positive tax position for the financial year of

$67.8 million (June 2020: $5.0 million expense). The positive

position is due to the reintroduction of depreciation on building

structures, prior period contaminant expenditure, and the

payment relating to the termination of the management

contract being deductible for income tax purposes. As Precinct

continues to maintain a relatively substantial development

pipeline, it is anticipated that Precinct's tax position will remain

low over the near term. Interest rates remained low during the

financial year due to the ongoing economic uncertainties

resulting from COVID-19. However, recent inflation pressures

have seen forward interest rates increase. This has resulted in an

overall gain in financial instruments of $19.7 million as at 30 June

2021 (June 2020: $1.9 million loss).

Reconciliation of adjusted funds from operations

(Amounts in $ millions)20212020

Operating income before indirect

expenses

127.7

105.8

Indirect expenses

(44.7)

(18.3)

Operating income before income tax83.087.5

Current tax expense

67.8

(5.0)

Operating profit after tax150.882.5

Non operating income / (expenses)

63.0

(54.3)

Deferred tax and depreciation recovered

on sale

(26.1)

2.0

Net profit / (loss) after taxation attributable

to equity holders

187.730.2

Operating profit after tax adjusted for

Generator rent expense

(7.0)

(7.0)

Tax impact from MSA termination

payment and liquidated damages

(60.8)

7.5

Swap closeout

3.0

-

One off item - project initialisation costs

0.7

-

Amortisations

13.8

7.9

Straightline rents

(4.0)

(0.5)

FFO96.690.5

Maintenance capex

(4.0)

(5.0)

Incentives and leasing costs

(7.3)

(2.8)

AFFO85.382.7

Note: AFFO is an alternative performance measure which adjust net profit after

tax for a number of cash and non-cash items as detailed in the reconciliation

above. Precinct has transitioned to a dividend policy based on AFFO. AFFO is an

alternative performance measure provided to assist investors in assessing

Precinct’s performance for the year.

1. Note 8 of the 2021 financial statements provides more details on the impact of

COVID-19 on Precinct's business.

21
Results overview.

ANNUAL REPORT 2021

A full year revaluation gain of $282.9 million (2020: $66.3 million

devaluation) or 9.3% was recognised during the period. This

includes $148.5 million revaluation gain which was recognised at

31 December 2020. On a like-for-like basis, Auckland asset

valuations increased by around 6.5% and the Wellington market

proved to be particularly resilient with our Wellington asset

valuations recording an uplift of 16.6%. We continue to

experience strong market rental growth and benefit from having

secured long term leases to Government/Crown entities, which

have resulted in notable value increases across our Wellington

properties, where continued occupier market strength has been

observed. Precinct’s weighted average capitalisation rate has

firmed over the past 12 months from 5.3% to 4.8% at 30 June

2021. As at 30 June 2021 Precinct’s portfolio totalled $3.3 billion

(June 2020: $3.0 billion). Precinct’s net asset value (NAV) per

share at balance date was $1.52 (June 2020: $1.45).

Adjusted Funds from Operations (AFFO)

FFO and AFFO are measures used by real estate entities

to describe the underlying performance from their

operations. Aligning dividends with AFFO is generally

considered to be best practice for real estate entities.

FFO and AFFO are defined in more detail on page 38.

FFO for the year increased to $96.6 million (June 2020:

$90.5 million) or 7.34 cps. AFFO for the year was

$85.3 million, or 6.48 cps, matching the dividend paid.

PRECINCT'S AFFO PAYOUT RATIO OVER THE

PAST 5 YEARS HAS AVERAGED 101%.

Key financial information

(Amounts in $ millions unless otherwise stated)20212020Change (%)

Rental revenue

199.8

151.831.6

Funds from operations (FFO)

96.6

90.56.7

Adjusted funds from operations (AFFO)

1

85.3

82.73.1

Total comprehensive income after tax attributable to equity holders

179.9

35.1412.5

Funds from operations (FFO) (cents per share)

7.34

6.896.5

Adjusted funds from operations (AFFO) (cents per share)

6.48

6.293.0

Gross distribution (cents per share)

2

6.50

6.92(6.0 )

Net distribution (cents per share)

2

6.50

6.303.2

AFFO Payout ratio (%)

100.3

100.10.2

Total assets

3,456.4

3,185.28.5

Total liabilities

1,235.8

1,276.8(3.2 )

Total equity

2,220.6

1,908.416.4

Shares on issue (million shares)

1,458.5

1,313.811.0

NTA (cents per share)

152

1445.6

NAV (cents per share)

152

1454.8

Gearing ratio at balance date (%)

3

28.2

28.8(2.1 )

The information set out above has been extracted from the financial statements set out on pages 70 to 96.

1 AFFO is an alternative performance measure which adjusts net profit after tax for a number of non-cash items. This alternative performance measure is provided to

assist investors in assessing Precinct's performance for the year.

2 Dividend paid and proposed relating to financial year.

3 For loan covenant purposes deferred tax losses, fair value of swaps and subordinated debt are not included in the calculation of gearing ratio.

22
Results overview.

Results overview. (Continued)

PRECINCT PROPERTIES NEW ZEALAND LIMITED

Capital management

We have completed significant capital management initiatives

during the 2021 financial year, ensuring we are in a strong

financial position to achieve the best results across our

operational business.

During the year, Precinct raised $250 million through an

underwritten $220 million placement and non-underwritten

$30 million retail offer. It has provided sufficient funding for the

acquisition of 2 Wellington office assets, and also reduced

Precinct’s gearing, providing additional funding capacity to

assist with future development opportunities.

Recognising Precinct’s ongoing commitment to creating a more

sustainable environment, Precinct launched a Sustainable Debt

Programme in November 2020. The establishment of the

Sustainable Debt Framework is a natural extension of Precinct’s

sustainability strategy and the focus on sustainable business

outcomes. The Framework sets out the process by which Precinct

intends to issue and manage Sustainable Debt on an ongoing

basis to fund low carbon buildings within Precinct’s property

portfolio. The Programme was implemented with assistance from

ANZ acting as Green Bond coordinator with independent

assurance provided by EY.

In May 2021, Precinct successfully issued a 6-year secured, fixed

rate green bond of $150 million. The net proceeds of the offer

are intended to be earmarked in accordance with Precinct’s

Sustainable Debt Framework dated 2020 to finance or refinance

energy-efficient buildings.

Our balance sheet has been strengthened during the 2021

financial year. At balance date Precinct’s total borrowings

(including convertible notes) increased to $1,052.7 million

(30 June 2020: $951.7 million). Gearing as measured under

borrower covenants, which excludes the subordinated

convertible note, is 28.2% (30 June 2020: 28.8%). Similarly, total

assets at 30 June 2021 are $3.5 billion (30 June 2020: $3.2 billion).

Precinct remains within its borrowing covenants with total debt

facilities of around $1.6 billion at 30 June 2021. Precinct was 54%

hedged through the use of interest rate swaps at 30 June 2021

(June 2020: 56%). Average hedging for the 2022 financial year

will be around 55%. The weighted average interest rate including

all fees was 3.4% at 30 June 2021 (30 June 2020: 3.9%).

Precinct has continued to progress our capital recycling

opportunities. This includes the divestment of the remaining 50%

of the ANZ Centre in Auckland for $177 million in the period. The

proceeds from this sale were used to repay bank debt and

reduce leverage.

Capital management metrics

20212020

Debt drawn ($ millions)

1

1,052.7

951.7

Gearing - banking covenant (%)

28.2

28.8

Weighted average term to expiry (years)

3.5

3.9

Weighted average debt cost (incl fees) (%)

3.4

3.9

Percentage of debt hedged (%)

54.1

56.0

Weighted average hedging (years)

3.4

3.9

Interest coverage ratio (previous 12 months)

(covenant 1.75 times)

2.4

2.4

Total debt facilities ($ millions)

1,596

1,196

1 Excludes the USPP note fair value adjustment of $31.1 million (June 2020:

$69.3 million) and convertible note option valuation. Interest bearing liabilities

are detailed in Note 20 of the Financial Statements.

We have strengthened

Precinct's balance sheet

during the 2021 financial year

following the successful

completion of our capital

management initiatives. We

are ensuring we are in the best

financial position to take our

business forward.

R I C H A R D H I L D E R , C F O

23
Results overview.

ANNUAL REPORT 2021

Operational update

Precinct's portfolio continues to benefit from quality occupiers, a

long WALT, high occupancy levels, and lease review structures

that will generate earnings growth. At balance date, overall

portfolio occupancy was 98% (June 2020: 98%) and Precinct's

WALT was 7.7 years (June 2020: 8.0 years). In total, 30 leasing

transactions were completed across 15,800 sqm of space. This

includes welcoming several new clients to our portfolio as well as

retaining a number of existing clients. Rentals achieved on new

office leases were on average 2.7% higher than valuation rents

at 30 June 2020. In Auckland, key leasing includes a 6-year lease

to Generate KiwiSaver over level 9 of Jarden House, and a new

9-year lease to Aon over levels 20 and 21 at the Aon Centre

(previously known as AMP Centre). In addition, a new 11-year

lease to the Serious Fraud Office over Level 8 at the HSBC Tower

has also been secured. In Wellington, a new 4-year lease was

agreed with AWS at NTT Tower, as well as a 5-year extension with

Kathmandu on the ground floor of the Aon Centre. Including

structured rent reviews, Precinct completed a total of 117,207

sqm of reviews at a 2.4% premium to previous contract rental.

There were 12,500 sqm of market rent reviews which were settled

at a 4.4% premium to 30 June 2020 valuation rentals. At 30 June

2021 Precinct's portfolio is under-rented by 5.9% (June 2020: 2.9%

under-rented).

Operational metrics

Operational metrics

20212020

Precinct

Occupancy (%)

98

98

WALT (years)

7.7

8.0

NLA (sqm)

266,248

269,901

Under-renting (%)

5.9

2.9

Leasing

15,800

12,600

Generator

Occupancy (%)

71

89

Members

1,386

1,400

Sites

8

7

Sqm

13,600

13,900

Revenue ($m pa)

1

15.5

18.6

1 Includes intersegment revenue

FY22 key leasing events

Fixed review

Market review

Expiry

CPI

No event

Lease expiry profile by contracted revenue

Financial year

% of net lettable area

WellingtonAuckland

Generator - flexible

space

Vacant

22

23

24

25

26

> 26

0

20

40

60

80

24
Sustainability at Precinct.

Sustainability at Precinct.

PRECINCT PROPERTIES NEW ZEALAND LIMITED

Precinct has publicly reported annually on sustainability

since 2015. Ensuring we are actively monitoring our

performance and providing clear and accurate

reporting underpins our managing of our ESG risks and

opportunities.

This Annual Report has been prepared in accordance

with the Global Reporting Initiative (GRI) Standards (core

option).

As the largest owner and developer of premium inner-city real

estate in Auckland and Wellington, we continue to focus on

understanding and responding to our material ESG issues. These

include our material issues (noted on the next page) which

provide a comprehensive response to all ESG factors material to

the business.

We are very proud of the results we have achieved over the last

year. They reflect the progress we are making through

advancement of certain initiatives. We again improved our

GRESB score from 77 to 83. We are trending well ahead of the

global average of 70 and we rate a public disclosure level B

against the global average C. Pleasingly, Precinct also received

a score of B- following our participation in the CDP.

Our proactive approach in responding to our ESG risks and

opportunities is strengthening how Precinct defines sustainability

and we strive to further improve on our material ESG issues.

The growing awareness of buildings’ environmental impacts,

developing carbon legislation, and clients’ increased

expectations, make the environmental performance of our

buildings a significant material issue. The risks and opportunities

related to climate impacts resulting from the transition to a low-

carbon economy can be divided into 2 major categories:

• Transition risks – risks related to the transition to a lower-carbon

economy

• Physical risks – risks related to the physical impacts of climate

change.

As part of Precinct’s approach to climate-related risks and

opportunities, we have identified both physical and transition

climate-related risks. Risks have been identified through

Precinct’s climate-related risk register as part of its overall Risk

Management Plan. We have evaluated risk based on the short

term (< 2 years), medium term (2 –10 years) and long term (10+

years). All of Precinct’s climate-related risks have been recorded

in Precinct’s Climate Risk Register. Risks are categorised by the

risk type, risk driver, time horizon and potential financial impact.

This register is reviewed at least annually. While the key transition

and physical risks identified to Precinct are not currently

impacting business growth, they must be monitored, evaluated,

and mitigated. Precinct has identified 13 specific climate

change risks. An overview of our highest rated physical and

transition climate-related risks is presented in our Taskforce on

Climate-related Financial Disclosures (TCFD) framework, which

can be found on our website.

Our Sustainability framework

Precinct's materiality matrix

1

1 Precinct’s materiality matrix presented above is based on the aggregation of Precinct’s material topics (on the next page) and an assessment of their relative

materiality and meets the requirements of the GRI Standards. It reflects Precinct's significant economic, environmental and social impacts where 'impact' refers to the

effect Precinct has on the economy, the environment and/or society.

25
Sustainability at Precinct.

ANNUAL REPORT 2021

Our material issues

Precinct’s material sustainability topics have remained relatively unchanged in 2021, as validated by a desktop review, and are

presented below. Our material sustainability topics considers a wide range of information sources, including the opinion of our key

stakeholders. Precinct’s key stakeholders include our people and partners, clients and people using our spaces and services,

contractors and service providers, funding providers, shareholders, industry bodies and government (central and local).

The following topics were determined to be material to Precinct:

Material topicTopic component

Client wellbeing

• Client wellbeing and productivity

• Quality space

• Client satisfaction

Health and safety

• Health and safety

Financial performance

• Occupancy rates/weighted average lease term

• Earnings outlook

• Commercial and investment returns

• Flexible financing for Green Building

• Investment due diligence

Partnerships and community

• Partnerships with Mana Whenua, local and central government, and council-controlled

organisations

• Sponsorships, financial and in-kind donations

• Strengthening communities

Sustainable design

• Efficient design

• Contributing to urban vibrancy/prosperity

Ethical business practice

• Code of ethical conduct

• Whistle-blower Policy

Diversity

• Diversity

Building environmental performance

• Carbon emissions

• Waste reduction

• Water use

• Greenstar/NABERSNZ ratings

26
Sustainability at Precinct.

Sustainability at Precinct. (Continued)

PRECINCT PROPERTIES NEW ZEALAND LIMITED

Client wellbeing.

Creating environments in which

our clients can thrive.

Our approach

Client wellbeing continues to be Precinct’s most highly material

topic measured by high stakeholder importance and high

significance of impacts. Client wellbeing is centred around

quality space – a healthy environment where positive social

outcomes and economic success is achieved. It is critical to the

long-term success of our business and we are seeing first-hand

the positive results in our leasing activity when attracting and

retaining clients within our portfolio.

We seek and record client feedback from independently run

client satisfaction surveys to help us understand and improve

client wellbeing. Conducted every 2 years, the most recent

survey is currently being undertaken. This year, we have

improved our client survey and extended our questions on:

• Relationship management

• Communication

• Overall interaction

• Amenity, service and experience

• Overall service provided by Precinct

In addition, we have also extended the number of people we

have sent the client survey to, we are including more staff of

each of our clients and members of Commercial Bay Club.

Preliminary results from our latest survey show that overall

satisfaction of working in a Precinct-owned or managed building

is 87%. Due to the survey still being finalised, we will share more

detail on our results in our next Annual Report.

HSBC Tower lobby redevelopment complete

As shared with you last year, Precinct undertook a full lobby

redevelopment at 188 Quay Street. The lobby re-opened in

September 2020. It now provides:

• A new full cafe offering in addition to Little Quay - the grab-

and-go offering on the eastern side of the lobby operated by

Mojo

• Brand new Commercial Bay Meeting and Event Suites -

operated by Generator, offering a premium event spaces

suitable for large board meetings, seminars and events

• Relocated in-house concierge service and increase of

greenery

• A seamless connection through to Commercial Bay’s food

and beverage space and retailers.

Performance

Measuring our progress against targets

Overall client satisfaction score

87%

Target ≥80% (FY20: 70%)

Portfolio composition

99%

Target ≥100% Investment portfolio of A Grade or

better (FY20: 100%)

Portfolio value of Green Assets

$1,938m

Eligible assets which meet the criteria as per the

Green Asset table on page 56 of this annual report

Mojo cafe, HSBC Tower lobby

Feedback on the improved amenities provided to

our clients has been very positive to date.

27
Sustainability at Precinct.

ANNUAL REPORT 2021

Financial performance.

Positive financial performance.

Disclosure of our financial performance can be found in the

results overview section on page 20 and in Precinct's financial

statements on pages 70 to 96.

Performance

Measuring our progress against targets

Occupancy and secure income stream

98%

Target ≥98% (FY20: 98%)

Annualised 5-year dividend growth

3.0%

Target long term sustainable returns to shareholders

Precinct received a rating of BBB (on a scale of AAA-CCC) in

MSCI ESG Ratings assessment. MSCI Ratings aim to measure a

company's resilience to long-term, financially relevant ESG risk.

Precinct has been a constituent of the FTSE EPRA Nareit Global

Real Estate Index and FTSE EPRA Nareit Green Indexes since

March 2020.

Sustainable design.

Creating built spaces which

deliver net positive

environmental, social and

economic value.

Our approach

By recognising the role we have in contributing to urban

vibrancy and the prosperity of a city centre, we define

sustainable design as the creation of built spaces which deliver

net positive environmental, social and economic value. Precinct

continues to focus its sustainability efforts on incorporating

sustainable design across our assets and improving our

operational performance. We are seeing the positive results from

our investment in sustainable design.

Precinct targets both a 5 Green Star Design and As-built rating

(Excellence) for new developments while targeting over 50% of

the portfolio having at least a best practice (4 star) Green Star

rating.

Performance

Measuring our progress against targets

5 Star design for new build projects

A description of our current ratings is included in the

Investor Information section on page 56.

Precinct’s overarching measure used as its core ESG indices

performance benchmark is the Global Real Estate Sustainability

Benchmark. GRESB assessments are guided by what investors

and the industry consider to be material issues in the sustainability

performance of real estate investments. It is considered the

global standard for ESG benchmarking and reporting for real

estate. Since Precinct’s first submission in 2017, we have

improved our score year on year. In addition, we rate a public

disclosure level B against the global average C. We continue to

target a score which is above both the GRESB global average

and the NZ/AUS peer average. The Australia and New Zealand

real estate sector continue to lead globally in ESG performance,

with Australia maintaining its top ranking. Submissions for 2021

have now been made with results to be disclosed in our 2022

Annual Report.

28
Sustainability at Precinct.

Sustainability at Precinct. (Continued)

PRECINCT PROPERTIES NEW ZEALAND LIMITED

Building environmental

performance.

Reducing carbon, energy use

and waste

.

Our approach

The environmental performance of our buildings includes the

energy they consume, the waste they generate and their

operational greenhouse gas (GHG) emissions. Precinct is

committed to minimising our environmental footprint in the built

environment with a conscious effort to help protect the natural

environment we are part of. Improving the environmental

performance across our buildings is therefore a key part of our

sustainability strategy.

Our facilities management team are responsible for maintaining,

assessing and upgrading our buildings’ plant and building

management systems on an ongoing basis. This ensure Precinct’s

buildings achieve their optimal environmental performance

levels.

Precinct also have an ongoing partnership with the New Zealand

Green Building Council (NZGBC) on current and future carbon

legislation (zero carbon) to promote and lead industry-wide

environmental practices. With New Zealand's built environment

said to account for approximately 20% of the country’s carbon

emissions, the building and construction sector has an important

role in achieving zero carbon. We know there is much work to be

done and this relies heavily on businesses, industry bodies and

Government working together.

Performance

Measuring our progress against targets

NABERSNZ

Currently 4 buildings in our portfolio have a 3.5 star or

above NABERSNZ™ rating with several ratings currently

underway

Target 100% of buildings ≥ 3 stars and above.

Carbon zero

Toitū carbonzero certification validated for second year

The Mason Bros. Building is the first project in the country to

receive a 6 Green Star As-built rating, the highest possible rating

for environmental impact, reflecting the building’s world-leading

sustainability credentials. It also has a 5.5 NABERSNZ Energy Base

Building rating.

Climate performance

As New Zealand transitions to a low-carbon economy, we

acknowledge that companies in the real estate sector along

with the building and construction sectors have an integral role

in adapting and seeking to mitigate the impacts of climate

change in the built environment. We recognise that to maximise

the benefits of our efforts in reducing our climate impacts, both

measuring and managing emissions is key. Precinct have chosen

to participate in the Carbon Disclosure Project (CDP) as the key

measure of climate (carbon) performance. CDP runs the global

environmental disclosure system and supports thousands of

companies on an annual basis to measure and manage their

risks and opportunities on climate change, water security and

deforestation. It scores companies and cities based on their

disclosure towards environmental leadership. Precinct received

a 2020 score of B-.

As part of the CDP process and in line with our focus on reducing

carbon, Precinct achieved Toitū carbonzero certification in 2020

and validated its Toitū carbonzero certification for a second year

in 2021. Precinct meets the requirements of Toitū carbonzero®

certification having measured its greenhouse gas emissions in

accordance with ISO 14064-1:2006. Toitū carbonzero certification

is accredited by the Joint Accreditation System of Australia and

New Zealand (JAS-ANZ). This provides assurance that our

certification meets international best practice. Precinct

continues to offset its unavoidable emissions from our operations

by allocating high-impact carbon credits from a Gold Standard-

certified international project.

NABERSNZ™ building energy efficiency

NABERSNZ™ is a system for rating the energy efficiency of office

buildings. For more information on NABERSNZ™ ratings see

https://www.nabersnz.govt.nz/about-nabersnz/types-of-ratings/

Currently 4 buildings in Precinct’s investment portfolio have a

certified NABERSNZ™ building energy efficiency rating. All

certified buildings have a rating of 3.5 stars or above. A 3-star

rating indicates a good performance and a 4-star rating

indicates an excellent performance.

Emissions (tCO2e)

Variance (change %)

Total

carbon

emissionsFY20FY19

FY17

(base)to FY19

to base

year

Verified

Yes

YesYes

Scope 1

1,974

2,0362,488(3.0)(20.7)

Scope 2

1,361

1,4081,808(3.3)(24.7)

Scope 3

578

57910(0.2)N/A

Total3,9134,0244,306(2.8)(9.1)

Carbon

emission

intensityEmissions (tCO2e)/sqm

Scope 1

8.9

10.110.4(11.1)(14.3)

Scope 2

6.4

6.77.7(3.5)(15.9)

Scope 3

1.8

1.90.0(1.8)N/A

Total17.218.618.1(7.5)(5.0)

29
Sustainability at Precinct.

ANNUAL REPORT 2021

Offsetting embodied carbon

Last year we shared that we would be offsetting the embodied

carbon from construction at our development project 40 Bowen

Street in Wellington. This is now underway and through Toitū

Envirocare, carbon credits for the 40 Bowen Street project have

been purchased. We are very proud of proactively progressing

this initiative throughout the year. Including the cost to offset the

embodied carbon within the project budget was a first for

Precinct. Post balance date, we are also pleased to share that

we have progressed this initiative further by also purchasing

carbon credits for the 44 Bowen Street project in Wellington, to

compensate for the tonnes of CO2 equivalent embodied in the

materials used and associated with construction to seek carbon

neutrality. Precinct consider the construction of a zero-carbon

building to currently be unfeasible both financially and physically

and consider carbon offsetting to be an appropriate tool. Going

forward, we plan to include the cost to offset embodied carbons

in all our development feasibilities for future development

projects, where feasible.

Ethical business practice.

Ensuring Precinct is governed

transparently and to the highest

of ethical standards.

Our approach

Disclosure on our ethical business practices, including our Code

of Ethics and Financial Products Dealing Policy is reported in the

corporate governance section of this report on page 43. Our

Code of Ethics includes a whistle-blowing clause for reporting

unethical or unlawful behaviour and the full code can be found

on our website at www.precinct.co.nz in the corporate

governance section, along with our Financial Product Dealing

Policy and other key governance documents.

Our performance

Measuring our progress against targets

Maintain best practice policies and culture of

ethical business practice

All of our employees have access to our code of ethics

and when new employees join it forms part of their

induction pack. Targeted staff training is delivered each

year including ethics-related topics. No ethics related

issues were reported via any whistle-blowing channels

during the last financial year.

Diversity.

Achieve a diverse and highly

inclusive workforce.

Our approach

Precinct recognises that diversity includes, but is not limited to,

gender, age, disability, ethnicity, marital or family status, socio-

economic background, religious or cultural background, sexual

orientation and gender identity. Our approach to managing

diversity is guided by our Diversity and Inclusion Policy (available

at www.precinct.co.nz in the corporate documents under the

corporate governance section).

Performance

Measuring our progress against targets

Improve gender diversity across the whole

business, position (employee level) and

Board

Our diversity performance is reported in the corporate

governance section of this report on page 44.

Monitor, measure and improve age, ethnicity

and flexible working arrangements and

parental leave by gender

Ongoing

30
Sustainability at Precinct.

Sustainability at Precinct. (Continued)

PRECINCT PROPERTIES NEW ZEALAND LIMITED

Partnerships and community.

Contributing, engaging with

and supporting the partnerships

and communities we invest in.

Our approach

Precinct have a strong belief that our properties need to

contribute to the life of a city. Our business is well-positioned to

strengthen communities in which we operate through positive

contributions, engagement and support. We want to create

environments in which people and businesses can thrive. In order

to achieve this, we are focused on building strong and long-

lasting relationships within our communities. This includes our

relationships with key partners such as iwi, local government,

council-controlled entities, industry bodies and community-

based organisations.

Performance

Measuring our progress against targets

Contribute positively to the city centre

environments and wider community where

we operate

During the last 12 months, we have continued our social

investments to Auckland and Wellington City Mission,

Keystone Trust and the Tania Dalton Foundation. Our

current annual memberships include NZ Green Building

Council, Property Council, GRESB, Council on Tall

Buildings & Urban Habitats, Heart of the City and Diversity

Works.

Engage with key stakeholders in our

investment approach

Precinct continues to engage regularly with all our key

stakeholders, ensuring all our key stakeholders are well

informed.

HomeGround update

Auckland City Mission’s HomeGround is nearing completion. Due

to open late in 2021, HomeGround will primarily be a place of

transformation and healing for Aucklanders in desperate need.

Built for, by and with Aucklanders, including the support of

Precinct, HomeGround will be Auckland’s new home.

It will be the hub of the City Mission, bringing together

permanent housing, expanded health and social services, state

of the art addiction withdrawal facilities and a comprehensive

programme of activities in a warm and welcoming space. The

building includes 80 permanent apartment homes for people

experiencing homelessness with a shared rooftop garden and

residents’ lounge, a community dining room, community spaces,

a multi-disciplinary health centre, a pharmacy and addiction

withdrawal services.

All of Auckland will be welcome to HomeGround once it opens,

with beautiful community spaces, a function room and retail

spaces. As the finishing touches are completed, the Mission

team is preparing for a safe and smooth transition into

HomeGround for service users, volunteers, staff and all visitors.

Precinct is committed to the ongoing support of the Auckland

City Mission and to working in partnership with the Mission to

deliver their HomeGround project, strengthening communities

where we operate and creating positive social value.

You can read more about HomeGround at:

https://www.aucklandcitymission.org.nz/homeground/

31
Sustainability at Precinct.

ANNUAL REPORT 2021

Matariki

Matariki signals the Māori New Year and this year was celebrated

between 19 June and 11 July. Precinct, and Commercial Bay,

are proud to have been able to support this festival. Commercial

Bay was able to connect with all people visiting the centre,

creating a positive experience that everyone was able to

engage with while acknowledging the land that we are now

custodians of.

Partnerships

Curated by visual artist, Jade Townsend,(Ngāti Kahungunu, Te

Ātihaunui-a-Pāpārangi) the exhibition,

Whānau Mārama

, saw an

unprecedented gathering of Māori artists and creatives to

showcase a multitude of works representing different

perspectives on Matariki, the Māori New Year. With over 16 artists

presenting works in partnership with a range of retailers,

Commercial Bay was transformed into a site for aspirational

experiences with Māori art, while showcasing the beauty and

architecture of the precinct itself.

Mō te wā tirotiro o Matariki i tēnei tau kua

whakaahuahia ngā whiringa toa hei wāhi mō

ngā kaitoi me ā rātou taonga.

For the Matariki observation period this year a group of

retail stores were reimagined as spaces for artists and

their taonga.

32
Sustainability at Precinct.

Sustainability at Precinct. (Continued)

PRECINCT PROPERTIES NEW ZEALAND LIMITED

Health and safety.

Ensuring all workers go home

healthy and safe - zero harm.

Our approach

Health and safety is one of Precinct’s core corporate values.

We are committed to complying with all relevant legislation,

regulations and standards. Our business is actively embedding a

positive health and safety culture at Precinct and amongst all

workers under our control.

Performance

Measuring our progress against targets

Onsite audit score

99%

Target ≥90% One Queen Street

95%

Target ≥90% (FY20: Bowen Campus 95%)

Precinct's Total Recordable Injury Frequency

Rate (TRIFR)

During the year Precinct have engaged with our

contractors to help us better track and record accurately

on our reported frequency rates for all our fitout and

development projects. Precinct recorded 3.37 for its

health and safety TRIFR performance, an improvement

on the benchmark TRIFR of 4.66 from the Business Leaders'

Health and Safety Forum benchmarking initiative. More

details can be found at:

https://forum.org.nz/resources/benchmarking-project/

We recorded 281 health and safety incidents in the year

compared to 265 reported in FY20. Precinct's recorded incidents

include observations, near misses, first aid injuries, medical

treatment injuries and lost time injuries. We had one significant

incident resulting in serious injury on one of Precinct’s

development sites. This site is under the direct control of

Precinct’s appointed main contractor and the incident was

immediately reported to WorkSafe.

Approximately 18% of recorded incidents were classified as

minor (for example, rolled ankles, minor cuts and grazes). 6% of

our recorded incidents were reported as intoxicated incidents

within the Commercial Bay centre. While the type and number

of incidents are generally minor (and are to be expected given

the number of food and beverage outlets within the centre),

management have created a committee comprising food and

beverage retailers and Hospitality NZ to ensure that a

coordinated and best practice approach to managing alcohol

is being adopted. A total of 216 recorded incidents occurred on

our stabilised property portfolio. The remainder (65) of our

recorded incidents occurred on our development sites which are

under the direct control of a Precinct-appointed main

contractor. This ratio reflects the completion of Commercial Bay

and the fact that much of Precinct’s property portfolio has now

stabilised with the size of developments during the current

reporting period significantly less than the previous financial year.

Over 204 principal audit and monitoring inspections were

undertaken during FY21. These inspections are in addition to

regular internal contractor health and safety monitoring

practices and included internal and external principal audits

and inspections, Project Control Group health and safety

meetings and specific health and safety workshops. This included

34 external audits by Construct Health Limited, with audit scores

averaging 97% for 30 Waring Taylor, 98% for 1 Willis Street, 95% for

Bowen Campus stage 2 and 99% for 1 Queen Street during the

year. We continue to support Mates in Construction and Precinct

is part of the Private Sector Advisory Group for Construction

Health and Safety New Zealand (CHASNZ).

Focus on Wellbeing

As part of its wellbeing programme, Precinct has focussed on the

importance of mental health awareness, with a particular focus

on resilience. The Employee Assistance Programme is promoted

within the businesses and is used on a regular basis.

The Commercial Bay Club has been running a successful

wellness speakers’ series and has had guest speakers come in to

talk to both Precinct staff and clients about energising yourself

using food and movement. Precinct continues to prioritise staff

physical wellbeing by providing fresh fruit in the office, running

bootcamps in Auckland and offering gym memberships to

employees in the Wellington office.

A key focus in FY22 will be to ensure that Precinct's operating

businesses, Generator and Commercial Bay Hospitality, are also

enabled to support staff wellbeing and mental health.

Benchmarking our performance

Precinct have chosen to use the Business Leaders' Health and

Safety Forum Benchmarking initiative to report its Total

Recordable Injury Frequency Rate against. The Forum’s annual

Benchmarking project enables participating members to

compare their performance with that of peers and others

outside their industry. Construction is one of the sectors included.

In 2020, 74 members took part in the benchmarking. The intiative

uses OSHA definitions for injuries, and all frequency rates are

based on 200,000 hours worked. The Total Recordable Injury

Frequency Rate includes all recordable injurries/illnesses

(Medical Treatment Injury, Restricted Work Injury or Illness and

Lost Time Injury). In the absense of a readily available and

publicly reported benchmark for non-residential construction in

New Zealand, we believe the Business Leaders' Health and

Safety Forum Benchmarking initiative is an appropriate measure

to record Precinct's health and satety performance against and

track our progress.

33
Sustainability at Precinct.

ANNUAL REPORT 2021

Health and

Safety

Policy

Our Health and Safety Policy guides our

management approach and includes the

following requirements:


Training – All Precinct staff receive regular training

including external accreditation where relevant to

their role.


KPI's – All Precinct staff have health and safety

objectives included in their performance reviews.


Contractor pre-qualification – Each contractor

engaged by Precinct is required to be pre-qualified by

Workplace Safety Limited or Construct Health Limited.


Hazard and asbestos registers – Registers identify the

observed hazards at each site. These are live registers

subject to constant internal review and are reviewed

annually by independent experts.


Audit and monitoring – Precinct monitors live sites to

ensure oversight of health and safety matters.

Reporting process

Health and Safety Committee


Audit and Risk Committee


Precinct Board

On-line reporting – Precinct uses MangoLive, an online live reporting and incident management system to report all incidents and

observations on Precinct-controlled workplaces. This includes client fit out and development sites under the direct control of a Precinct

appointed contractor.

Pre-Qualification – All contractors are required to be prequalified with Prequal, an externally managed dedicated contractor pre-

qualification system.

Audit and monitoring – Precinct audits and monitors live sites both through management staff and third-party consultants Construct

Health Limited.

Internal review – Precinct's Health and Safety (H&S) Committee meets monthly and provides oversight on all health and safety matters.

The H&S Committee has representation from all parts of the business. Workplace Safety Limited, an independent third party consultant,

also sits on the H&S Committee to provide external input and advice.

Management and oversight – The H&S Committee reports directly to Precinct's Audit and Risk Committee and the Precinct Board.

External review – In addition to external audit and monitoring by Construct Health Limited, Precinct also instigates annual third party

reviews of its processes by Marsh and ICSafety Solutions. During 2021, Precinct commenced a comprehensive review of its Health and

Safety Policy and processes with Beca.

34
Board of directors.

Board of directors.

PRECINCT PROPERTIES NEW ZEALAND LIMITED

Craig Stobo

Chair, Director, Independent, BA (Hons) First Class Economics, CFInstD, Associate Member CFA Society NZ

Educated at the University of Otago and Wharton Business School, Craig Stobo has worked as a diplomat, economist, investment

banker, and as CEO. He has authored reports for the Government on “The Taxation of Investment Income”, chaired the Government’s

International Financial Services Development group in 2010, and chaired the Establishment Board of the Local Government Funding

Agency in 2011. Craig is a professional director and entrepreneur. In addition to chairing Precinct, he is chairman of the New Zealand

Local Government Funding Agency (LGFA) and director of AIG Insurance New Zealand Limited and a number of private companies

including Saturn Portfolio Management, Elevation Capital Management and Biomarine Limited.

Anne Urlwin

Director, Independent, BCom, FCA, CFInstD, MAICD, ACIS, FNZIM

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 Summerset Group Holdings Ltd, Queenstown Airport Corporation Ltd, City Rail Link Ltd and Cigna Life Insurance New

Zealand Ltd.

Anne is a chartered accountant and is a former Chair of national commercial construction group Naylor Love and of the New Zealand

Blood Service, and a former director of Chorus Ltd and Tilt Renewables Ltd.

Graeme Wong

Director, Independent, BCA (HONS) Bus Admin, INFINZ (Fellow), CFinstD

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 Tourism Holdings Limited, 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 Chair of Harbour Asset Management Limited, director of CMT Industries Limited, Areograph 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.

Nicola Greer

Director, Independent, MCom (Hons)

Nicola is a professional company director. She has extensive experience in New Zealand, Australia and the UK in the banking and

finance sectors, previously holding a range of roles within financial markets and asset and liability management at ANZ, Citibank and

Goldman Sachs. She has a significant background in the New Zealand commercial property market, developing and owning

commercial property across a variety of sectors. Nicola is currently a director of Airways Corporation, Fidelity Life Assurance Ltd, South

Port NZ, New Zealand Railways Corporation, and is a Member of the New Zealand Markets Disciplinary Tribunal.

Mark Tume

Director, Independent, BBS, Dip Bkg Stud

Mark has governance experience with both public and private companies across the infrastructure, energy, and investment sectors in

Australia and New Zealand. He is the Chair of Infratil, Ngai Tahu Holdings Corporation, Te Atiawa Iwi Holdings, and a director of Retire

Australia Pty.

35
Board of directors.

ANNUAL REPORT 2021

Christopher Judd

Director, Independent

Chris Judd has over 32 years’ experience in the property industry including a 17 year association with property and property funds in

New Zealand in both public and private markets. Chris has had various senior executive leadership roles including Head of Real Estate

Funds Management for AMP Capital Australia with executive and governance responsibilities in Australia and New Zealand for a A

$20b+ platform. More recently Chris consulted to Blackstone Real Estate Australia. He is a registered valuer being an Associate of the

Australian Property Institute. Chris was the inaugural chairman of the Property Council of Australia’s Unlisted Property Roundtable and

was a member of the International and Capital Markets Division Committee.

Mohammed Al Nuaimi

2.

Director, Shareholder Appointee, CFA

Mohammed Al Nuaimi has been appointed as a representative of Haumi Company Limited.

Mohammed is a Senior Investment Manager in the Real Estate and Infrastructure Department at Abu Dhabi Investment Authority

(ADIA). He joined ADIA in January 2008 and moved to the Real Estate department in early 2012. He is in the AsiaPacific investment

team covering Australia and New Zealand.

Mohammed has a Bachelor of IT Security from the United Arab Emirates University and he is a CFA charter holder since September

2011.

As Mohammed has been appointed under a provision in the constitution which allows a shareholder holding more than 15% of the

Company's shares to appoint one director, he is not required to retire in accordance with Rule 2.7.1.

Post balance date Precinct Director changes

Post balance date, Nicola Greer and Mark Tume were appointed as Independent Directors, effective 16 July 2021 and 11 August 2021,

respectively. Independent Director Launa Inman and Non-Executive Director Robert Campbell retired from the Board on 31 July 2021

and 11 August 2021 respectively.

2. Aditya Bhargava is the alternate Director for Mohammed Al Nuaimi.

36
Executive team.

Executive team.

PRECINCT PROPERTIES NEW ZEALAND LIMITED

Scott Pritchard

Chief Executive Officer

Scott has led the team since 2010 being responsible for the overall strategy and operations of Precinct. Scott has extensive experience

in property funds management, development and asset management.

His previous experience includes various property roles with NZX-listed entities Goodman Property Trust, Auckland International Airport

Limited and Urbus Properties Limited.

Scott holds a Master's degree in Management from Massey University. He is a member of the Property Council’s national council and a

trustee of the Keystone Property Trust and the Tania Dalton Foundation.

George Crawford

Deputy Chief Executive Officer

George joined Precinct in 2010. Initially appointed as Chief Financial Officer, George then held the role of Chief Operating Officer for 5

years before taking on his current role. George plays a leading role in setting Precinct’s strategy as well as development and major

projects and leads Precinct’s investment into shared workspace provider Generator. He has oversight of commercial transactions

across the business, as well as responsibility for business growth.

After gaining experience with a large accountancy firm in the United Kingdom, George moved to New Zealand, working for Fonterra

and PwC before joining Goodman Property Trust, where he was Chief Financial Officer.

George has a Bachelor of Science (Honours) degree from The University of Edinburgh and qualified as a Chartered Accountant in the

United Kingdom.

37
Executive team.

ANNUAL REPORT 2021

Richard Hilder

Chief Financial Officer

Richard was appointed Chief Financial Officer in 2017. Prior to this he held the role of General Manager of Finance. He is responsible for

investor relations, financial planning and analysis, the execution of capital management initiatives, and treasury management

alongside leadership of the finance and analyst teams. He has been instrumental in developing and implementing Precinct’s long-

term strategy. Richard is also the Chair of Precinct's Sustainability Committee which encompasses ESG topics material to Precinct.

Prior to joining Precinct in 2010, Richard worked in the United Kingdom for Goodman Group’s European Funds Management business

where he gained experience in capital structuring, fund management and developments in both continental Europe and the United

Kingdom. Richard has worked for Goodman Property Trust and Trust Investment Management Limited in New Zealand. Richard holds a

Bachelor of Commerce (Hons) (Finance and Economics) degree from University of Auckland.

Nicola McArthur

General Manager – Marketing, Communications and Experience

Nicola joined Precinct in 2012, returning to New Zealand after 10 years working in a variety of marketing roles in the United Kingdom

and Australia. Her role at Precinct is to lead the business’s marketing and communications strategies across Precinct's investment

portfolio, including Commercial Bay Retail and Generator, and Precinct's development portfolio. Nicola also leads Precinct’s brand

and communication strategies, ensuring there is a positive presence and understanding in the market. Maintaining optimum levels of

communication with our clients, key stakeholders and consumers is another key area for Nicola and her team. Nicola has a Master of

Marketing from Melbourne Business School, a Graduate Certificate of Corporate Management from Deakin University and a Bachelor

of Arts from Auckland University.

Tim Woods

General Manager – Development

As General Manager – Development Tim has overall responsibility for Precinct’s development projects including One Queen Street and

Wynyard Quarter in Auckland and Bowen Campus in Wellington. Tim also has a shared responsibility for progressing new development

opportunities for Precinct. Tim has worked in the property industry for the past 24 years in both the UK and New Zealand. Tim has been

with Precinct for 5 years, working on the Commercial Bay development and most recently as Project Director leading the

redevelopment of One Queen Street. Previous roles include leading the development arm of a large New Zealand property

consultancy firm. In the UK, Tim held senior roles with a number of leading UK property companies across consultancy and construction

companies.

Tim holds a Bachelor of Engineering (Hons) (Structural & Civil) degree and a Masters in Business Administration (Hons) from Auckland

University.

Anthony Randell

General Manager – Property

As the General Manager – Property, Anthony leads the Auckland, Wellington, and retail property teams and has responsibility for the

performance of the Precinct portfolio. Anthony joined Precinct in 2011 as an Investment and Development Analyst. In 2015, Anthony

transitioned to the development team being appointed as the Development Manager responsible for the delivery of Commercial

Bay's PwC office tower. Prior to being appointed to his current role, Anthony was the Auckland Portfolio Manager responsible for the

investment performance of the Auckland Portfolio.

Anthony has a Bachelor of Business Studies (Valuation and Property Management) from Massey University. He is a Registered Valuer

and began his career as a commercial valuer, working at Colliers International for 4 years.

38
5 year summary.

5 year summary.

PRECINCT PROPERTIES NEW ZEALAND LIMITED

(Amounts in $ millions unless otherwise stated)20172018201920202021

Financial performance

Gross rental revenue126.2130.7135.7151.8

199.8

Less direct operating expenses(35.8)(35.4)(40.4)(46.0)

(72.1)

Operating profit before indirect expenses90.495.395.3105.8127.7

Net interest expense(3.4)(2.2)(1.7)(5.0)

(27.2)

Other expenses(9.8)(10.2)(15.8)(13.3)

(17.5)

Operating income before income tax77.282.977.887.583.0

Non operating income / (expense)

Unrealised net gain in value of investment and

development properties

77.5208.7161.7(66.3)

282.9

Other non operating income11.8(11.1)(37.7)12.0

(219.9)

Net profit before taxation166.5280.5201.833.2146.0

Current tax expense(2.5)(6.3)(0.1)(5.0)

67.8

Depreciation recovered on sale expense--(10.7)(1.4)

(10.5)

Deferred tax benefit / (expense)(1.9)(17.0)0.33.4

(15.6)

Total taxation (expense) / benefit(4.4)(23.3)(10.5)(3.0)41.7

Share of profit or (loss) of joint ventures-(2.3)(1.1)-

-

Net profit after taxation (NPAT)162.1254.9190.230.2187.7

Total other comprehensive income / (expense)

0.24.9(7.8)

Total comprehensive income after tax attributable to

equity holders

162.1254.9190.435.1179.9

Dividends

Net dividend (cents)5.605.806.006.306.50

Reconcilation from NPAT to Adjusted funds from

operations

Net profit after taxation (NPAT)162.1254.9190.230.2187.7

Unrealised net (gain) / loss in value of investment

and development properties

(77.5)(208.7)(161.7)66.3

(282.9)

Unrealised net (gain) / loss on financial instruments(11.8)11.144.31.9

(19.7)

Net realised loss on sale of investment properties--1.72.5

2.4

Termination of management services agreement----

217.1

Impairment of goodwill----

9.8

Net realised (gain) on disposal of investment in joint

venture

--(6.6)-

-

Depreciation - property, plant and equipment--0.31.1

1.4

Depreciation recovered on sale--10.71.4

10.5

Deferred tax (benefit) / expense1.917.0(0.3)(3.4)

15.7

IFRS 16 lease adjustments---2.3

1.9

Generator (profit) / loss-2.31.1-

-

Funds from operations (FFO)

Less: Liquidated damages revenue (net of tax)--(1.4)(19.2)

-

Tax from management services termination payment

(60.8)

Swap closeout relating to ANZ Centre Sale

3.0

One off item - project initialisation costs

0.7

Addback: Amortisations6.47.27.17.9

13.8

Straightline rents(0.2)(0.4)(0.3)(0.5)

(4.0)

Funds from operations80.983.485.190.596.6

Funds from operations (cents)6.686.886.826.89

7.34

Dividend payout ratio based on FFO (%)83.884.388.091.4

88.6

Adjusted funds from operations (AFFO)

Less: Maintenance capex(5.8)(4.9)(7.2)(5.0)

(4.0)

39
5 year summary.

ANNUAL REPORT 2021

(Amounts in $ millions unless otherwise stated)20172018201920202021

Less: Incentives and leasing costs(9.3)(8.3)(3.9)(2.8)

(7.3)

Adjusted funds from operations65.870.274.082.785.3

Adjusted funds from operations (cents)5.435.805.946.29

6.48

Dividend payout ratio based on AFFO (%)103.1100.0101.7100.0

100.3

(Amounts in $ millions unless otherwise stated)20172018201920202021

Financial position

Total investment assets1,535.41,678.81,870.52,800.1

3,076.4

Total development assets509.2838.1923.2190.6

232.4

Other assets34.644.897.7194.5

147.6

Total assets2,079.22,561.72,891.43,185.23,456.4

Interest bearing liabilities456.9761.7758.41,028.9

1,096.1

Other liabilities116.7109.3177.8247.9

139.7

Total liabilities573.6871.0936.21,276.81,235.8

Total equity1,505.61,690.71,955.21,908.4

2,220.6

Number of shares (m)1,211.11,211.11,313.81,313.8

1,458.5

Weighted average number of shares (m)1,211.11,211.11,246.71,313.8

1,316.5

Net tangible assets per share (cps)1.241.401.471.441.51

Net asset value per security (cps)1.241.401.491.451.52

Share price at 30 June ($)1.241.351.771.57

1.60

Covenants

Loan to value ratio (%)25.125.022.428.8

28.2

Interest coverage ratio3.92.42.02.4

2.4

Key portfolio metrics

Average portfolio cap rate (%)6.25.85.75.3

4.8

Weighted average lease term (years)8.78.7

1

9.08.0

7.7

Occupancy (% by NLA)100999998

98

Net lettable area (sqm)224,430221,513232,210269,901

266,248

Number of investment properties12121414

16

1 Includes developments.

Definition - Funds from operations (FFO) and Adjusted funds from operations (AFFO)

FFO and AFFO are a non-IFRS earnings measure developed for real estate entities.

Funds from operations (FFO)

FFO is the organisation’s underlying and recurring earnings from its operations. This is determined by adjusting statutory net profit (under

IFRS) for certain non-cash and other items. FFO has been determined based on guidelines established by the Property Council of

Australia and is intended as a supplementary measure of operating performance.

Adjusted funds from operations (AFFO)

AFFO is determined by adjusting FFO for other non-cash and other items which have not been adjusted in determining FFO. A dividend

payout ratio of 100% indicates a company is neither over or under paying dividend.

AFFO is considered a measure of operating cash flow generated from the business, after providing for all operating capital

requirements including maintenance capital expenditure, tenant improvement works, incentives and leasing costs.

While AFFO overcomes the limitations of FFO by considering the impact of capital requirements for operations, it can vary dramatically

year over year, depending on the lease expiry profile and level of activity in any one period.

Precinct's updated dividend policy

To pay out approximately 100% of Adjusted Funds From Operations (“AFFO”) as dividends, with the retained earnings being used to

fund the capital expenditure required to maintain the quality of Precinct’s property portfolio. The payment of dividends is not

guaranteed by Precinct and Precinct’s dividend policy may change from time to time.

40
GRI index.

GRI index.

PRECINCT PROPERTIES NEW ZEALAND LIMITED

Precinct has chosen to prepare its 2021 Annual Report in accordance with the Global Reporting Intiative (GRI) Standards (core

option). The GRI Standards are the world's most widely used sustainability reporting standard.

The GRI index below shows where in this report information can be found about the indicators that are relevant to our business

operations.

General disclosures

Disclosure TitleGRILocation or Reference

Name of the organisation 102 - 1 Precinct Properties New Zealand Limited

Activities, brands, products and services 102 - 2

Page 04 - 10

https://www.precinct.co.nz/about-us/

Location of headquarters 102 - 3 Page 100

Location of operations 102 - 4 Page 100

Ownership and legal form 102 - 5

Page 74, Limited Liability Company

registered in New Zealand

Markets served 102 - 6 Page 16

Scale of the organisation 102 - 7 Page 10

Information on employees and other workers 102 - 8 Page 43

Supply chain 102 - 9 Pages 32, 28, 48

Significant changes to the organisation and its supply chain 102 - 10 None

Precautionary principle approach 102 - 11

Precinct employs the precautionary principle

through its compliance with consents

obtained under the Resource Management

Act (RMA), in which the principle is

embedded

External initiatives 102 - 12 Page 30

Membership of associations 102 - 13 Page 30

Statements from senior decision-maker 102 - 14 Page 12 - 13, 14 - 15

Values, principles, standards, and norms of behaviour 102 - 16

https://www.precinct.co.nz/corporate-

governance

Governance and structure 102 - 18 Pages 43 - 45

List of stakeholder groups 102 - 40 Page 25

Collective bargaining agreements 102 - 41 None

Identifying and selecting stakeholders 102 - 42 Page 25

Approach to stakeholder engagement 102 - 43 Page 25

Key topics and concerns raised 102 - 44 Page 25

Entities included in the consolidated financial statements 102 - 45 Page 74

Defining content and topic Boundaries 102 - 46 Page 25

List of material topics 102 - 47 Page 25

Restatements of information 102 - 48 None

Changes in reporting 102 - 49 None

Reporting period 102 - 50 July 1, 2020 – June 30, 2021

Date of most recent report 102 - 51 2020 Annual Report (August 2020)

Reporting cycle 102 - 52 Annual

Contact point for questions regarding the report 102 - 53 hello@precinct.co.nz

Claims of reporting in accordance with the GRI Standards 102 - 54 GRI Standards (Core option)

GRI content index 102 - 55 Pages 40 and 41

External assurance 102 - 56 Yes (GHG only)

41
GRI index.

ANNUAL REPORT 2021

Topic specific disclosures

Disclosure TitleGRILocation or Reference

Energy

Disclosure on management approach 103 Pages 28 and 29

Energy intensity302-3 Page 28

Emissions

Disclosure on management approach 103 Page 28 and 29

GHG emissions intensity 305-4 Page 28

Occupational health & safety

Disclosure on management approach 103 Page 32 and 33

Types of injury and rates of injury, occupational diseases, lost days,

and absenteeism, and number of work-related fatalities

403-2 Page 32

Diversity and equal opportunity

Disclosure on management approach 103Page 29, 43 and 44

Diversity of governance bodies and employees 405-1 Page 44

Client wellbeing – non GRI

Disclosure on management approach 103 Page 26

Partnerships and community – non GRI

Disclosure on management approach 103 Page 30

Sustainable design – non GRI

Disclosure on management approach 103Page 27

Building environmental performance – non GRI

Disclosure on management approach 103 Page 28

42
Corporate governance.

PRECINCT PROPERTIES NEW ZEALAND LIMITED

43
Corporate governance.

Corporate governance.

ANNUAL REPORT 2021

Introduction

The board of directors is responsible for the governance of

Precinct and is committed to ensuring Precinct maintains best

practice corporate governance structures with the highest

ethical standards and integrity.

Precinct's Corporate Governance Manual guides both the

directors and the representatives of Precinct. It includes a Code

of Ethics, Board and Committee Charters and Policies on

Securities Trading, Audit Independence, Diversity and Inclusion,

Continuous Disclosure, Takeover and Shareholder

Communications.

This section of the Annual Report reflects the company’s

compliance with the requirements of NZX Corporate

Governance Code. Precinct's Corporate Governance Manual is

available on Precinct’s website (www.precinct.co.nz) in the

News and Investor Information section together with a statement

of how Precinct's corporate governance policies, practices and

processes comply with the NZX Corporate Governance Code as

at 30 June 2021. If any investor would like a copy sent to them,

please contact Precinct investor relations.

Principle 1 – Ethical Standards

Directors set high standards of ethical behaviour, model this

behaviour and hold management accountable for these

standards being followed throughout the organisation.

Ensuring that Precinct is governed transparently and to the

highest of ethical standards and integrity is one of the key

priorities for the board. Precinct's Code of Ethics and Financial

Products Dealing Policy are set out in the Corporate

Governance Manual and are compliant in all respects with the

NZX Corporate Governance Code recommendations.

Code of Ethics – The purpose and intent of Precinct's Code of

Ethics is to guide directors, representatives and subsidiaries of

Precinct so that their business conduct is consistent with high

business standards. The Code is not intended to be an

exhaustive list of acceptable and non-acceptable behaviour,

rather it is intended to facilitate decisions that are consistent with

Precinct’s business standards, objectives and legal and policy

obligations. Precinct's Code of Ethics includes a whistle-blowing

clause for reporting unethical or unlawful behaviour.

Financial Product Dealing Policy – The Financial Product Dealing

Policy applies to all directors and officers of Precinct and

employees. No director, officer or employee may use their

position of knowledge of Precinct or its business to engage in

dealing with any Precinct listed financial products for personal

benefit or to provide benefit to any third party.

Principle 2 – Board Composition and Performance

There is a balance of independence, skills, knowledge,

experience and perspectives among directors to ensure an

effective board.

Precinct currently has seven directors, the majority of whom are

independent (as defined by the NZX Listing Rules). Precinct

undertakes a regular review of Board composition to ensure

Board membership comprises a range of appropriate skills and

experience so that it has a proper understanding of and

competence to deal with the current and emerging issues of the

business, can effectively review and challenge the performance

of management and can exercise independent judgement. The

Chair meets regularly with Directors of Precinct to discuss

individual performance of Directors. The Board regularly reviews

its performance as a whole. When considering the appointment

of the two new directors in 2021, the Board reviewed the skills of

each director and believes the individual expertise and

experience of all current directors as set out in the Board of

Directors section of this report meet the objectives of Precinct.

All Precinct directors are non-executive and the board

composition and performance is compliant in all respects with

the NZX Corporate Governance Code recommendations.

Precinct will notify the market of a reclassification of a non-

independent director to independent director (or vice versa).

Independent Directors – We are committed to ensuring that a

majority of directors are independent of Precinct, and do not

have any interests, positions, associations or relationships which

might interfere, or might be seen to interfere, with their ability to

bring independent judgement to the issues before the Board.

Having regard to the factors set out in the NZX Corporate

Governance Code, as at 30 June 2021, the Board determined

that the following persons were independent directors of

Precinct: Craig Stobo, Graeme Wong, Anne Urlwin and Launa

Inman. Each of these directors is subject to appointment by

Precinct shareholders and is required to retire by rotation. Post

balance date, Nicola Greer and Mark Tume were appointed as

Independent Directors, effective 16 July 2021 and 11 August

2021, respectively. Post balance date, the Board determined

that Chris Judd is also independent. Independent Director Launa

Inman retired from the Board on 31 July 2021.

Non-Independent Director – Mohammed Al Nuiami is non-

independent. Mohammed was appointed in 2013 as a director

by AMP Haumi Management Limited pursuant to a provision in

the constitution which grants the manager the right to appoint

up to two directors. Following the termination of the

management agreement in March 2021, Mohammed retained

his board position as a representative of Haumi Company

Limited under a provision in the constitution which allows a

shareholder holding more than 15% of the Company's shares to

appoint one director. Aditya Bhargava acts as alternate director

for Mohammed. Mohammed is not required by Precinct’s

constitution (or by rule 2.7.1 of the NZX Listing Rules) to retire by

rotation. Non-Executive Director Robert Campbell retired from

the Board on 11 August 2021.

Subsidiary Company Directors – The directors for each of

Precinct's subsidiary companies are all executive appointments

and as at 30 June 2021 are Scott Pritchard, George Crawford,

Richard Hilder and Edward Timmins.

Board Charter – Precinct's Corporate Governance Manual

includes the Board's Charter which sets out the roles and

responsibilities of the board and management.

Board Appointment – The People and Performance Committee

(previously Remuneration and Nomination Committee) assists the

board in planning its composition and is responsible for

44
Corporate governance.

Corporate governance. (Continued)

PRECINCT PROPERTIES NEW ZEALAND LIMITED

managing the Board's succession requirements and for

nominating new director appointments. All directors enter into a

written agreement setting out the terms of their appointment.

Company Secretary – Precinct’s Company Secretary, who also

holds the role of General Counsel, has a direct line of

communication with the Chair, has unfettered access to the

Chair and Audit & Risk Commitee, and is considered to be

objective.

Diversity and Inclusion Policy – Precinct's Diversity and Inclusion

Policy is included in Precinct's Corporate Governance Manual

and includes measurable objectives which are assessed

annually. The board has developed this policy with

management to encourage a diverse and inclusive working

environment at all levels of the organisation to recruit and retain

the best talent from the widest pool of candidates and build a

culture where diversity of gender, age, ethnicity, orientation,

background, experience, skills, thought, ideas, styles and

perspective are leveraged and valued.

The gender composition of directors, officers and management

employees is as follows:

30 June 202130 June 2020

FemaleMaleFemaleMale

Directors

2 (29%)5 (71%)

2 (25%)6 (75%)

Officers

1 (17%)5 (83%)

2 (25%)6 (75%)

Management

employees

31 (48%)33 (52%)

32 (50%)32 (50%)

For the purposes of measuring and reporting gender diversity,

the term 'officers' is defined as the CEO and those who report to

the CEO.

Supporting the efforts to increase diversity across the

management team are secondary policies and practices

including the Equal Opportunities, Recruitment and Selection,

Study Assistance and Remuneration Policies together with a

Culture Charter and biennial anonymous staff surveys. To ensure

workplace diversity continues to evolve and be built upon a

matrix of key objectives and monitoring is undertaken on an on-

going basis.

Measurable objectives

30 June

2021

30 June

2020

30 Jun 201930 June 2018

Gender

% of female staff

48% (31)50% (32)

44% (25)43% (24)

Age range23 - 6521 - 64

22 - 6321 - 62

Board Performance – The Board regularly reviews its performance

including its collective skills, knowledge, experience and

perspectives to identify any shortcomings and ensure that it

effectively governs the company and monitors performance in

the interests of shareholders. This includes reviewing director

tenure to ensure the independence majority is maintained.

Directors undertake appropriate training to remain current on

how to best perform their duties.

Meetings – A schedule of directors and their board meeting

attendance record for the year to 30 June 2021 is set out below.

Board of directors and attendance

Director

Independent

directorStatusDate of appointment

Board

meetings

Audit and Risk

Com.

meetings

People and Perf

Com. meetings

Number of meetings948

Craig StoboYesBoard Chair4 May 2010948

Mohammed Al Nuaimi Director30 October 20133n/an/a

Anthony Bertoldi* Alternate Director for Mohammed Al

Nuaimi

12 August 2014-n/an/a

Aditya Bhargava**Alternate Director for Mohammed Al

Nuaimi

18 November 2020-n/an/a

Rob CampbellDirector2 April 2012946

Don Huse***YesAudit and Risk Committee Chair^1 November 201021n/a

Launa InmanYesDirector18 November 201584n/a

Chris JuddYesDirector29 April 20139n/a8

Anne UrlwinYesAudit and Risk Committee Chair^16 September

2019

948

Graeme WongYesPeople & Performance Committee

Chair

1 November 20109n/a8

* Anthony Bertoldi ceased to be Mohammed Al Nuaimi's

alternate with effect from 18 November 2020.

** Aditya Bhargava was appointed as Mohammed Al Nuaimi's

alternate with effect from 18 November 2020.

*** Don Huse retired from the board of directors with effect from

18 November 2020.

^ Upon Don Huse's retirement from the board of directors, Anne

Urlwin became the Chair of the Audit and Risk Committee.

45
Corporate governance.

ANNUAL REPORT 2021

Principle 3 – Board Committees

The Board uses committees where this enhances effectiveness in

key areas while still retaining board responsibility.

For the year to 30 June 2021 there were two standing

committees of the Board, being the Audit and Risk Committee

and the People and Performance Committee (previously

Remuneration and Nominations Committee). In May 2021, the

Board established the Environmental, Social and Governance

Committee. Our board committees are compliant in all respects

with the NZX Corporate Governance Code recommendations.

The charters that exist for each committee can be found in the

Precinct Governance Manual together with Precinct's Takeover

Policy.

The Audit and Risk Committee at balance date comprised Anne

Urlwin as Chair, Craig Stobo, Rob Campbell and Launa Inman.

Since balance date Rob Campbell and Launa Inman have

retired from the board and therefore also from the Audit and Risk

Committee. It now comprises Anne Urlwin as Chair, Craig Stobo,

Nicola Greer and Mark Tume. The committee has a majority of

independent directors and complies with recommendation 3.1.

The committee was established to assist the board in discharging

its duties with respect to financial reporting, compliance and risk

management. Employees may attend Audit and Risk Committee

meetings at the invitation of the Audit and Risk Committee. The

Audit and Risk Committee supervises the financial information

flows of Precinct to ensure accuracy and objectivity of financial

summaries.

The Environment, Social and Governance Committee was

established in May 2021 and at balance date comprised Rob

Campbell as Chair, Craig Stobo, Graeme Wong and Chris Judd.

The initial Chair, Rob Campbell, has retired from the board since

balance date and therefore has also retired from the

Environment, Social and Governance Committee. It now

comprises Nicola Greer as Chair, Craig Stobo, Graeme Wong

and Chris Judd. The committee has a majority of independent

directors and complies with recommendation 3.5.

The People and Performance Committee (previously the

Remuneration and Nomination Committee) at balance date

comprised Graeme Wong as Chair, Craig Stobo, Chris Judd,

Anne Urlwin and Rob Campbell. Since the balance date Rob

Campbell has retired from the board and therefore also from the

People and Performance Committee. It now comprises Graeme

Wong as Chair, Craig Stobo, Chris Judd and Anne Urlwin. The

committee has a majority of independent directors and

complies with recommendation 3.3 and 3.4. The committee's

purpose is to:

• provide guidance to the board when approving the

remuneration of directors and key management personnel;

• assist the board in planning the board’s composition,

evaluating competencies required of prospective directors

and to make relevant recommendations to the board; and

• oversee the company’s people policies, practices and

procedures.

Management only attend meetings of the committee by

invitation.

The Due Diligence Committee

is an ad hoc committee that is

established by the board from time to time to provide guidance

and recommendations to the Board on the due diligence for

any transaction of a significant size and/or complexity. A Due

Diligence Process Memorandum is agreed each time the

Committee is established setting out its duties, responsibilities and

scope.

Three separate Due Dilgence Committees were established

during the year: one to consider the internalisation of the

management contract; the second to consider matters relating

to the capital raising; and the third to consider the Senior Green

Bond issue.

The Due Diligence Committee for the internalisation of the

management agreement met 11 times and comprised

exclusively of independent directors, namely Craig Stobo, Anne

Urlwin, Launa Inman and Graeme Wong.

The Due Diligence Committee for the capital raising met three

times during the year and comprised Anne Urlwin, Craig Stobo,

Graeme Wong and Chris Judd. The Due Diligence Committee

for the green bond issue met three times during the year and

comprised Anne Urlwin, Craig Stobo, Graeme Wong and Rob

Campbell.

Principle 4 – Reporting and Disclosures

The Board demands integrity in financial and non-financial

reporting and in the timeliness and balance of corporate

disclosures.

The Board is committed to ensuring the highest standards are

maintained in financial and non-financial reporting and

disclosure of all relevant information and is compliant in all

respects with the NZX Corporate Governance Code

recommendations. A copy of Precinct's Continuous Disclosure

Policy can be found in the Precinct Governance Manual.

The Audit and Risk Committee oversees the quality and

timeliness of all financial reports, including all disclosure

documents issued by the company or any of its subsidiaries.

Precinct has moved toward integrated reporting and the annual

report includes information on Precinct's;

• Business model

• Strategy and key performance indicators

• Risk management, and

• Sustainability framework.

Precinct reports against the Global Reporting Initiative (GRI)

Standards, shown in the Sustainability Section.

Precinct manage and oversee risks internally within our

organisation based on the Task Force on Climate related

Financial Disclosure (TCFD) recommendations. An overview of

our highest rated physical and transition climate related risks are

presented in our Taskforce on Climate-related Financial

Disclosures (TCFD) framework which can be found on our

website. Climate-related risks are included in Precinct’s Risk

Register which forms part of the Audit & Risk papers, ensuring

that Precinct’s climate risks are appropriately reviewed and

46
Corporate governance.

Corporate governance. (Continued)

PRECINCT PROPERTIES NEW ZEALAND LIMITED

assessed and receive regular oversight via the Audit and Risk

Committee.

Principle 5 – Remuneration

The remuneration of directors and executives is transparent, fair

and reasonable.

This year, additional disclosures have been made in our

Remuneration Report to ensure that remuneration of both

Directors and Management Personnel is transparent, fair and

reasonable by aligning it with interests of the company and its

shareholders, following the internalisation of the management of

Precinct in 2021.

The company's director remuneration structure was updated

during FY19 to provide further transparency to shareholders by

setting aside the existing director pool fee cap and instead

putting any proposed increase in director remuneration to

shareholders for approval. Such approval would apply to both

directors' base fees and additional committee fees and allow

the board to recruit new directors during the year if appropriate

for succession planning. Director remuneration was last

approved by shareholders at the company's AGM in November

2018. Director remuneration has been reviewed this year by

independent advisors, PwC. Shareholder approval will be sought

for any adjustments to Director remuneration at the upcoming

Annual General Meeting of shareholders.

Our remuneration practices are compliant with the NZX

Corporate Governance Code recommendations.

More information on remuneration of directors and executives

can be found within the Remuneration report.

Principle 6 – Risk Management

The Board has a sound understanding of the material risks faced

by the business and how to manage them. The Board regularly

verifies that the company has appropriate processes that identify

and manage potential and material risks.

The Board has a risk management and reporting framework in

place that identifies and manages risk that may impact the

business and complies with the NZX Governance Code

recommendations in all respects.

Risk Register – A Risk Register is maintained which identifies key

risks (including climate risks) to the business, records the likelihood

and impact of each risk and steps to mitigate the same. The

Audit and Risk Committee oversees the risk register and reviews it

regularly with management to track existing risks and the

emergence of new risks. The results of each review are reported

to and reviewed by the Board. The Risk Register is further

reviewed when required in the event the Due Diligence

Committee is formed.

Financial Risk Management Policy – Our Financial Risk

Management Policy details our approach to managing financial

risks and the policies and controls that are required to mitigate

the likelihood of financial risks resulting in an adverse outcome.

This policy is reviewed by the Board annually.

Insurance – Insurance cover is in place for insurable liability and

general business risk. The primary objective of our annual

insurance programme is to protect shareholders from material

loss in the value of assets as a result of events such as fire, natural

disaster or accidental damage. This approach protects creditors

and bondholders as well.

Audit – Ernst & Young are engaged during the year to audit and

review our financial statements.

Health and Safety – Health and safety policies are embedded

throughout the business and overseen by Management's Health

and Safety Committee. Reporting and escalation processes are

in place to the Audit and Risk Committee and the Board.

More detail on how Precinct manages its key business risks can

be found under Risk Management in this section.

Principle 7 – Auditors

The Board ensures the quality and independence of the external

audit process.

Oversight of Precinct’s external audit arrangements is the

responsibility of the Audit and Risk Committee. We do not have a

dedicated internal audit resource but we do maintain an annual

audit programme, which is overseen by the CFO and draws on

the expertise of consultants and employees. Ensuring that

external audit independence is maintained is one of the key

aspects in discharging this responsibility. The Policy on Audit

Independence, detailed in the Corporate Governance Manual,

has been adopted by the committee. This policy is compliant

with the NZX Corporate Governance Code and covers the

following areas:

• Provision of related assurance services by Precinct’s external

auditors;

• Auditor rotation; and

• Relationships between the auditor and Precinct.

The Audit and Risk Committee shall only approve a firm to be

auditor if that firm would be regarded by a reasonable investor

with full knowledge of all relevant facts and circumstances as

capable of exercising objective and impartial judgement on all

issues encompassed within the auditor’s engagement.

The continued appointment of Precinct’s external auditors is to

be confirmed annually by the Audit and Risk Committee.

Rotation of Precinct’s client service partner and the lead and

concurring audit partners of Precinct and its subsidiaries will be

required every five years with suitable succession planning to

ensure consistency.

The external auditors shall annually confirm their compliance with

professional standards and ethical guidelines of Chartered

Accountants Australia and New Zealand (CAANZ) to evidence

their competence, as well as attend Precinct's annual meeting

to answer questions from shareholders in relation to the audit.

Precinct's audit firm EY also provided other assurance services

which include agreed upon procedures in respect of review of

performance fee calculation, operating expense statement

review and green bond assurance.

The first year of appointment of audit firm EY is 1997 and the first

year of appointment of the current engagement partner, Emma

Winsloe (EY) is 2018. Potential conflicts are resolved on a case by

47
Corporate governance.

ANNUAL REPORT 2021

case basis between auditing and other accounting services

provided by EY. Former partners of EY will not be appointed as

directors of Precinct so long as EY continues to audit Precinct.

Principle 8 – Shareholder rights and relations

The Board respects the rights of shareholders and fosters

constructive relationships with shareholders that encourage them

to engage with the company.

The Board is committed to achieving best practice investor

relations. Financial and operational information and key

corporate governance information (including Precinct's

Shareholder Communications Policy) can be accessed at

www.precinct.co.nz.

An annual investor relations plan has been established and is

reviewed annually. This plan details the investor relations

approach to e-communications, roadshows, investor briefings,

site visits, blackout periods, financial reporting and other items.

Enquiries from shareholders can be voiced at the Annual

General Meeting, or emailed through using the contact details

on our website. A key objective of the plan is to ensure accurate

continuous disclosure to the NZX.

Precinct shareholder approval of major decisions which may

change the nature of Precinct is sought. In 2020 Precinct posted

a copy of its notice of annual meeting on its website at least 20

working days prior to its annual meeting of shareholders.

Precinct designed its $250m placement and retail offer to

provide equitable treatment of shareholders by seeking to

maintain pro rata shareholdings for existing shareholders, where

possible.

The 2021 Annual General Meeting of

shareholders is scheduled for 4 November

2021

Similar to last year, it will be a hybrid (physical and virtual)

Shareholder Meeting. More details on the meeting will be

provided in the coming months.

NZX Rulings and Waivers

During the year to 30 June 2021, Precinct relied on the following

waivers from the NZX Listing Rules:

Waiver relating to management internalisation

On 24 March 2021, NZ RegCo granted Precinct a waiver from

Listing Rule 5.2.1. The effect of the waiver was to waive the

requirement for Precinct to obtain an ordinary resolution of

shareholders to terminate its management agreement with its

manager, AMP Haumi Management Limited. The waiver was

provided on conditions specified in paragraph 2 of the waiver

decision, including that the directors of Precinct who were not

“Associated Persons” of the manager certified that the terms of

the transaction had been entered into and negotiated on an

arm’s length basis, that entry into the transaction was in the best

interests of Precinct, and was fair and reasonable to Precinct

and its shareholders who were not related to, or “Associated

Persons” of, the manager. The independent directors of Precinct

provided this certification.

Waivers relating to director appointments

During the year to 30 June 2021, Precinct relied on two waivers

relating to the appointment of directors of Precinct. These

waivers were originally granted on 21 October 2010 and were re-

documented by NZ RegCo on 18 May 2020.

• A waiver from Listing Rule 2.7.1, to the extent necessary to

allow the manager to elect two directors to the board of

Precinct who are not required to retire in accordance with Rule

2.7.1. The waiver was provided on conditions specified in

paragraph 9 of the waiver decision. Following the internalisation

of Precinct’s management function on 31 March 2021, Precinct

no longer relies on this waiver.

• A waiver from Listing Rule 2.4.1, to allow Precinct to give 15% +

shareholders the right to appoint a director to the board of

Precinct. The waiver was provided on conditions specified in

paragraph 6 of the waiver decision.

Copies of these waivers are available at: www.nzx.com/

companies/PCT/announcements.

Non-standard Designation

Precinct’s constitution currently contains a limited number of

provisions not ordinarily contained in the constitution of an NZX

listed company, arising from its previous external management

structure. For the year to 30 June 2021, Precinct had a non-

standard designation by NZ RegCo due to the inclusion of these

provisions in its constitution. Precinct has asked NZ RegCo to

remove this designation.

48
Corporate governance.

Corporate governance. (Continued)

PRECINCT PROPERTIES NEW ZEALAND LIMITED

Risk Management

Our Approach

Precinct has carried out a robust risk assessment process and is committed to providing a clear risk management and reporting

framework for the business to operate under to achieve its objectives, whilst ensuring all risks are understood and managed.

Reporting Framework

Responsible groupDescription of responsibility

Precinct Board

• Determine the nature and extent of the risks it is willing to take to

achieve the business strategy

• Establish the parameters for each risk

Audit and Risk

Committee

• Delegated authority in assessing effectiveness of internal controls

and risk management processes

• Delegated authority to regularly oversee and review the Risk

Register

Executive

• Input into Board's process for setting risk parameters

• Lead management's approach to risk

• Oversee reporting and identification of emerging risks

Development

control group

Operational

management

Health and safety

committee

• Implement and maintain risk management policies

• Create an environment that embraces risk management

• Audit and monitor all live sites

ContractorsEmployeesOther

• Day-to-day responsibility of managing risk

• Report and maintain internal risk and hazard registers

Key Business Risks

External

Risks and impactsHow we manage the riskMovement in the period

Economy and property market

Market risk arises from adverse changes

in the New Zealand economic

environment, regulatory environment

and the broader investment market.

Changes may result in an impact in

property values and amount of income

generated by them.

Maintain a proactive and strategic

approach to manage property risks it

can influence.

Providing quality premises matched by

high service levels and building strong

relationships.

Undertake annual business planning

process to review the portfolio and

help mitigate these risks.


The New Zealand economy has been

disrupted over the past 12 months due

to COVID-19 however the path to

recovery is becoming clearer as the

economy expects moderate growth in

the near term.

The property markets Precinct operates

in remain robust. It is evident that a

two-tiered market is operating in both

Auckland and Wellington with

occupiers continuing to favour

premium grade, well located assets

surrounded by amenity.

Occupier market and client default

A weakening occupier market through

lack of business activity and investment,

as well as unanticipated client default,

can directly impact the income and

value of each individual asset.

Insurance risk

The risk of being unable to continue to

obtain insurance cover, or following an

event, not having sufficient cover in

place to repay creditors. This could

result in significant business interruption.

Engage directly with a wide range of

local and international insurers.

Ensure the insurance market has a

good understanding of the portfolio

and its risks.


Precinct continues to proactively

engage with the insurance market on

renewals and continues to secure

coverage.

49
Corporate governance.

ANNUAL REPORT 2021

Risks and impactsHow we manage the riskMovement in the period

Climate risk

Climate risk includes physical risks

(acute and chronic) and transitional

risks.

Physical risks could include events such

as flooding, severity and frequency of

storms and sea level rise. These risks

could reduce revenue, increase

maintenance capex and reduce asset

values.

Transitional risks include risks of

transitioning to a low carbon economy

including regulatory change. These risks

could reduce the demand for Precincts

products or increase compliance costs.

Precinct’s Sustainability Committee

acts as the custodian for Precinct’s

sustainability strategy and comprises

representatives from various parts of

our business. The committee meets

frequently during the year. It is

responsible for assessing, actioning

and driving ESG issues, reviewing

performance and considering

Precinct’s long-term strategy on

sustainable activities across the

business and reporting on its progress.

An update is included in the Board

papers on an ongoing basis including

Precinct's climate risk register.


Precinct recognises sustainability and

climate risk is an important part of the

ongoing operation of our business

activities. Sustainability initiatives

continued in the period with the

business remaining focused on ongoing

disclosure, reporting and improvement

within this area.

Internal

Risks and impactsHow we manage the riskChangeMovement in the period

Development

Development risk

Development projects are inherently

subject to uncertainties. They are

entered into on the basis of assumed

future costs, values and income levels.

An increased level of development risk

has the potential to make meeting

covenant obligations and overall

solvency challenging.

Ensure expected returns from

developments adequately

compensate Precinct for the level of

risk undertaken before approval.

Through due diligence, Precinct

understands the project risks before

commitment.

Before commitment, ensure funding is

in place and committed gearing stays

within acceptable levels.

Establishing a procurement plan and

engaging contractors early to mitigate

cost escalation or contractor default.

Undertake substantial pre-leasing prior

to commencement of development.


As Precinct has grown in size following

the completion of several

developments. the level of

development risk has significantly

decreased.

An appropriate level of development

activity is underway however the risk

has been reduced through high levels

of pre-commit leasing secured and

fixed price contract agreements in

place.

Financial

Interest rate management

Interest rate risk arises through changes

in interest rate market conditions

leading to earnings volatility or breach

of interest cover covenant levels.

Manage by aligning the interest rate

re-pricing profile with the re-pricing

profile of Precinct's gross rental

income.

Establish interest rate swaps to

manage exposure within a band

reviewed by the Board annually and

monitored by the Audit and Risk

Committee and board quarterly.


Interest rates remained low for majority

of the 2021 financial year. The

expectation is for interest rates to

steadily increase in the near term due

to the current economic conditions.

50
Corporate governance.

Corporate governance. (Continued)

PRECINCT PROPERTIES NEW ZEALAND LIMITED

Risks and impactsHow we manage the riskChangeMovement in the period

Refinancing risk (liquidity)

Having insufficient funds to refinance

debt when it falls due and sustain the

ongoing operations of the business.

Implemented a Financial Risk

Management Policy in 2011 which is

reviewed annually providing a clear

framework in which to operate under

whilst ensuring risks are managed and

understood.

Diversified funding away from sole

reliance on bank funding through

alternative sources.

Staggering the maturity profile of

facilities providing adequate time to

pursue alternatives to refinancing.


Precinct undertook several capital

initiatives in the period with a

combined value of +$800m significantly

reducing any refinance risk.

Precinct continues to maintain

sufficient funding capacity to deliver

our committed developments.

Gearing levels

An increase in gearing levels outside

suitable industry standards could

increase the risk of breaching financing

covenants and may increase

borrowing costs.

Precincts Financial Risk Management

Policy is reviewed annually.

Ensure no capital commitment is

entered into without funding in place.

Maintain adequate headroom in

relation to gearing covenants to

withstand portfolio devaluations which

may be anticipated through the

property cycle.


Gearing levels remain within internal

policy parameters due to Precinct's

proactive funding strategy.

People

Staff

Staff are critical to ongoing success

and execution of strategy. Failure to

maintain a high level of experience

and skill could impact business

performance.

Ensure a strong focus on team

engagement and enhancement.

Maintain ongoing succession planning

and retention structures within the

company.

Regularly review performance

appraisals of employees and directors

and benchmark remuneration

packages with the wider market.


The local employment market is

experiencing a significant skills shortage

primarily driven by border closures.

Staff remain a key focus for the business

at it continues to execute on strategic

objectives.

Health and safety

Unsafe work environments may lead to

accidents (employees, clients,

contractors and visitors) resulting in

harm to people, financial loss and/or

business continuity.

Provide ongoing individual, group and

industry training.

Maintain a hazard register that

identifies hazards where contractors

are required to take precaution.

Registers are subject to annual review.

Monitor any live sites to ensure

oversight of Health and Safety matters.

Ensure contractor pre-qualification.

Provide training and KPIs for all

Precinct staff.


Appropriate monitoring and reporting

continue to be implemented and

refined to mitigate any potential risk.

Further information on Health and

Safety is included in the Sustainability

section.

51
Investor information.

As at 30 June 2021

Investor information.

ANNUAL REPORT 2021

Shareholder information

Twenty largest shareholders

RankShareholderNumber of shares% of shares

1.HSBC NOMINEES (NEW ZEALAND) LIMITED322,352,30022.10

2.CITIBANK NOMINEES (NEW ZEALAND) LIMITED81,635,9825.60

3.ACCIDENT COMPENSATION CORPORATION75,436,8825.17

4.FNZ CUSTODIANS LIMITED69,618,8584.77

5.HSBC NOMINEES (NEW ZEALAND) LIMITED60,053,7774.12

6.ANZ WHOLESALE TRANS-TASMAN PROPERTY SECURITIES FUND57,269,6203.93

7.FORSYTH BARR CUSTODIANS LIMITED46,007,7153.15

8.JPMORGAN CHASE BANK NA NZ BRANCH-SEGREGATED CLIENTS41,126,2982.82

9.NATIONAL NOMINEES LIMITED39,342,8692.70

10.BNP PARIBAS NOMINEES (NZ) LIMITED34,866,4042.39

11.NEW ZEALAND DEPOSITORY NOMINEE LIMITED33,917,4052.33

12.ANZ CUSTODIAL SERVICES NEW ZEALAND LIMITED33,079,2272.27

13.

HSBC NOMINEES A/C NZ SUPERANNUATION FUND NOMINEES LIMITED -

NZCSD

27,062,5191.86

14.CUSTODIAL SERVICES LIMITED24,713,8341.69

15.INVESTMENT CUSTODIAL SERVICES LIMITED23,385,4371.60

16.TEA CUSTODIANS LIMITED CLIENT PROPERTY TRUST ACCOUNT22,394,7531.54

17.BNP PARIBAS NOMINEES (NZ) LIMITED22,172,2141.52

18.CUSTODIAL SERVICES LIMITED21,121,5501.45

19.TEA CUSTODIANS LIMITED CLIENT PROPERTY TRUST ACCOUNT - NZCSD19,799,8401.36

20.HOBSON WEALTH CUSTODIAN LIMITED19,418,9461.33

Total Top 20 holders of Ordinary Shares1,074,776,43073.69

Source: Computershare

Shareholder distribution

RangeTotal holdersShares% of issued capital

1 - 49910223,7690.00

500 - 99914695,2880.01

1,000 - 1,999249340,9650.02

2,000 - 4,9998352,772,6750.19

5,000 - 9,9991,43210,031,3030.69

10,000 - 49,9993,73483,197,2465.70

50,000 - 99,99963642,566,4192.92

100,000 - 499,99932659,022,9104.05

500,000 - 999,9992616,018,8151.10

1,000,000 and over491,244,431,50185.32

Total7,5351,458,500,891100.00

Source: Computershare

52
Investor information.

Investor information. (Continued)

PRECINCT PROPERTIES NEW ZEALAND LIMITED

Substantial Financial Product Holders

Quoted financial product holder

Number of

ordinary shares

held at date of

notice

%Date of notice

Haumi Company Limited237,889,41916.31124.06.2021

Accident Compensation Corporation (ACC)75,536,8825.17928.06.2021

Jarden Securities Limited and Harbour Asset Management Limited75,290,0055.16225.06.2021

ANZ New Zealand Investments Limited98,562,0037.5026.04.2020

ANZ Bank New Zealand Limited30,803,5322.3456.04.2020

ANZ Custodial Services New Zealand Limited31,161,6852.3726.04.2020

Note the number of shares above are according to notices filed only if the total number of a shareholder changes by 1% or more since the last notice filed.

Source: NZX Substantial holding notices

Quoted financial product holder

$ amount of

convertible notes

held at date of

notice

%Date of notice

Forsyth Barr Investment Management Limited9,796,3346.5322.03.21

Jarden Securities Limited and Harbour Asset Management Limited7,525,1725.0221.05.21

Source: NZX Substantial holding notices

The total number of ordinary shares on issue as at 30 June 2021 was 1,458,500,891. The total principal amount of convertible notes on

issue as at 30 June 2021 was $150,000,000.

Donations

The Group made donations of $110,000 during the year to 30 June 2021 to Auckland City Mission and Wellington City Mission.

No political donations have been made during the year to 30 June 2021.

53
Investor information.

ANNUAL REPORT 2021

Bondholder information

Twenty largest PCT010 bondholders

RankBondholderNumber of bonds% of total

1.CITIBANK NOMINEES (NEW ZEALAND) LIMITED - NZCSD9,013,00012.02

2.HOBSON WEALTH CUSTODIAN LIMITED8,976,00011.97

3.TEA CUSTODIANS LIMITED CLIENT PROPERTY TRUST ACCOUNT - NZCSD8,810,00011.75

4.ACCIDENT COMPENSATION CORPORATION - NZCSD6,000,0008.00

5.FNZ CUSTODIANS LIMITED5,511,0007.35

6.FORSYTH BARR CUSTODIANS LIMITED5,136,0006.85

7.GENERATE KIWISAVER PUBLIC TRUST NOMINEES LIMITED3,062,0004.08

8.MINT NOMINEES LIMITED - NZCSD2,757,0003.68

9.CUSTODIAL SERVICES LIMITED2,635,0003.51

10.CUSTODIAL SERVICES LIMITED2,118,0002.82

11.INVESTMENT CUSTODIAL SERVICES LIMITED1,659,0002.21

12.FNZ CUSTODIANS LIMITED1,636,0002.18

13.CUSTODIAL SERVICES LIMITED1,468,0001.96

14.JBWERE (NZ) NOMINEES LIMITED1,130,0001.51

15.CUSTODIAL SERVICES LIMITED1,110,0001.48

16.CUSTODIAL SERVICES LIMITED1,025,0001.37

17.ADMINIS CUSTODIAL NOMINEES LIMITED1,000,0001.33

18.MMC LIMITED - NZCSD900,0001.20

19.JBWERE (NZ) NOMINEES LIMITED600,0000.80

20.THEAN SENG CHOW & KIM KEAT LIM450,0000.60

Total Top 20 holders of PCT010 bonds64,996,00086.66

Source: Computershare

Bondholder distribution - PCT010

RangeTotal holdersNumber of bonds% of total

5,000 - 9,99934187,0000.25

10,000 - 49,9991673,084,0004.11

50,000 - 99,999321,797,0002.40

100,000 - 499,999285,386,0007.18

500,000 - 999,99921,500,0002.00

1,000,000 and over1763,046,00084.06

Total28075,000,000100.00

Source: Computershare

54
Investor information.

Investor information. (Continued)

PRECINCT PROPERTIES NEW ZEALAND LIMITED

Twenty largest PCT020 bondholders

RankBondholderNumber of bonds% of total

1.FNZ CUSTODIANS LIMITED20,002,00020.00

2.FORSYTH BARR CUSTODIANS LIMITED15,254,00015.25

3.HOBSON WEALTH CUSTODIAN LIMITED11,070,00011.07

4.CITIBANK NOMINEES (NEW ZEALAND) LIMITED - NZCSD6,316,0006.32

5.CUSTODIAL SERVICES LIMITED5,193,0005.19

6.HSBC NOMINEES (NEW ZEALAND) LIMITED - NZCSD4,250,0004.25

7.NZPT CUSTODIANS (GROSVENOR) LIMITED - NZCSD3,000,0003.00

8.GENERATE KIWISAVER PUBLIC TRUST NOMINEES LIMITED2,965,0002.97

9.CUSTODIAL SERVICES LIMITED2,694,0002.69

10.CUSTODIAL SERVICES LIMITED2,359,0002.36

11.FORSYTH BARR CUSTODIANS LIMITED2,317,0002.32

12.INVESTMENT CUSTODIAL SERVICES LIMITED1,785,0001.79

13.CUSTODIAL SERVICES LIMITED1,536,0001.54

14.CUSTODIAL SERVICES LIMITED1,205,0001.21

15.BNP PARIBAS NOMINEES (NZ) LIMITED - NZCSD1,000,0001.00

16.TEA CUSTODIANS LIMITED CLIENT PROPERTY TRUST ACCOUNT - NZCSD1,000,0001.00

17.JBWERE (NZ) NOMINEES LIMITED870,0000.87

18.ANZ CUSTODIAL SERVICES NEW ZEALAND LIMITED - NZCSD810,0000.81

19.FNZ CUSTODIANS LIMITED768,0000.77

20.FALSTAFF INVESTMENTS LIMITED500,0000.50

20.INVESTMENT CUSTODIAL SERVICES LIMITED500,0000.50

Total Top 20 holders of PCT020 bonds85,394,00085.39

Source: Computershare

Bondholder distribution - PCT020

RangeTotal holdersNumber of bonds% of total

5,000 - 9,99944251,0000.25

10,000 - 49,9992945,929,0005.93

50,000 - 99,999512,922,0002.92

100,000 - 499,999335,504,0005.50

500,000 - 999,99953,448,0003.45

1,000,000 and over1681,946,00081.95

Total443100,000,000100.00

Source: Computershare

55
Investor information.

ANNUAL REPORT 2021

Bondholder distribution - PCT030

RankBondholderNumber of bonds% of total

1.ANZ FIXED INTEREST FUND - NZCSD21,200,00014.13

2.FORSYTH BARR CUSTODIANS LIMITED19,663,00013.11

3.FNZ CUSTODIANS LIMITED15,326,00010.22

4.GENERATE KIWISAVER PUBLIC TRUST NOMINEES LIMITED13,605,0009.07

5.CITIBANK NOMINEES (NEW ZEALAND) LIMITED - NZCSD9,300,0006.20

6.CUSTODIAL SERVICES LIMITED7,192,0004.79

7.HOBSON WEALTH CUSTODIAN LIMITED6,940,0004.63

8.TEA CUSTODIANS LIMITED CLIENT PROPERTY TRUST ACCOUNT - NZCSD5,740,0003.83

9.MINT NOMINEES LIMITED - NZCSD4,000,0002.67

10.HSBC NOMINEES (NEW ZEALAND) LIMITED - NZCSD3,700,0002.47

11.NATIONAL NOMINEES LIMITED - NZCSD3,700,0002.47

12.CUSTODIAL SERVICES LIMITED3,498,0002.33

13.FORSYTH BARR CUSTODIANS LIMITED3,237,0002.16

14.CUSTODIAL SERVICES LIMITED2,749,0001.83

15.PIN TWENTY LIMITED2,400,0001.60

16.ANZ WHOLESALE NZ FIXED INTEREST FUND - NZCSD2,000,0001.33

17.QUEEN STREET NOMINEES ACF PIE FUNDS - NZCSD1,900,0001.27

18.BNP PARIBAS NOMINEES (NZ) LIMITED - NZCSD1,845,0001.23

19.NZPT CUSTODIANS (GROSVENOR) LIMITED - NZCSD1,600,0001.07

20.CUSTODIAL SERVICES LIMITED1,337,0000.89

Total Top 20 holders of PCT030 bonds130,932,00087.29

Bondholder distribution - PCT030

RangeTotal holdersNumber of bonds% of total

5,000 - 9,99983620,0000.41

10,000 - 49,9992775,925,0003.95

50,000 - 99,999301,882,0001.25

100,000 - 499,999265,455,0003.64

500,000 - 999,99963,858,0002.57

1,000,000 Over21132,260,00088.17

Total443150,000,000100.00

56
Investor information.

Investor information. (Continued)

PRECINCT PROPERTIES NEW ZEALAND LIMITED

Green Assets

AddressCityBuilding NameUseLast

Assurance

NABERSNZ RatingGreen Star RatingAsset

Value

2

(NZ

$m)

Allocation of

proceeds per

eligible asset

(NZ$m)

21 Queen StreetAucklandJarden HouseOffice9 Nov 20

Targeting 4 Star

Base Build

Rating

5 Star Office Built

(v1) Rating (+d)$140.0$23.5

139 Pakenham

StreetAucklandMason BrothersOffice9 Nov 20

5.5 Star Base

Build Rating

6 star custom

built rating$56.4$9.5

12 Madden StreetAuckland12 Madden StreetOffice9 Nov 20

5 Star Base Build

Rating

5 star custom

built rating$100.0$16.8

10 Madden StreetAuckland10 Madden StreetOffice9 Nov 20Targeting 4 Star

Targeting 5 Star

(design and as

built) Rating$86.0$14.4

15 Customs StreetAuckland

Commercial Bay

TowerOffice9 Nov 20Targeting 4 Star

Targeting 5 Star

(design and as

built) Rating$665.0$111.5

38 Bowen StreetWellington

Charles Fergusson

BuildingOffice9 Nov 20

4.5 Star Base

Build Rating

4 Green Star

Office Built V3$104.5$17.5

34 Bowen StreetWellingtonDefence HouseOffice9 Nov 20

Underway,

Targeting 4 star

4 Green Star

Office Built V3$200.0$33.5

44 The TerraceWellingtonMayfair HouseOfficeN/ATargeting 4 StarN/A$86.7$14.5

Total existing green assets$1,438.6$241.2

Committed Green Development Assets

AddressCityBuilding NameUseLast

Assurance

NABERSNZ RatingGreen Star RatingTotal

project

cost (NZ

$m)

Allocation of

proceeds per

eligible asset

(NZ$m)

40 Bowen StreetWellington40 Bowen StreetOffice9 Nov 20Targeting 4 Star

Targeting 5 Star

(design and as

built) Rating$90.2$15.1

44 Bowen StreetWellington44 Bowen StreetOfficeN/ATargeting 4 Star

Targeting 5 Star

(design and as

built) Rating$104.8$17.6

1 Queen StreetAuckland1 Queen StreetOfficeN/ATargeting 4 Star

Targeting 5 Star

(design and as

built) Rating$305.0$51.1

Total committed green development assets$500.0$83.8

Total value of eligible assets

1

- Based on last assurance$1,585.6

Total value of eligible assets - As at 30 June 2021$1,938.6$325.0

1. Eligible assets must have a mimimum (or target) 5-star NZGBC Green Star Built rating or a minimum (or target) 4-Star NABERSNZ Energy

Base Building Rating

2. Fair value as at 30 June 2021

57
Investor information.

ANNUAL REPORT 2021

Convertible Noteholder Information

Twenty largest noteholders

RankNoteholderNumber of notes% of total

1.ACCIDENT COMPENSATION CORPORATION - NZCSD42,297,45728.20

2.FORSYTH BARR CUSTODIANS LIMITED13,791,6429.19

3.NATIONAL NOMINEES LIMITED - NZCSD10,155,0006.77

4.PUBLIC TRUST - NZCSD7,089,9284.73

5.FNZ CUSTODIANS LIMITED6,846,2434.56

6.JARDEN SECURITIES LIMITED4,307,5002.87

7.CUSTODIAL SERVICES LIMITED3,736,6582.49

8.CUSTODIAL SERVICES LIMITED3,118,0002.08

9.CUSTODIAL SERVICES LIMITED2,680,4621.79

10.ANZ WHOLESALE TRANS-TASMAN PROPERTY SECURITIES FUND - NZCSD2,662,9011.78

11.BNP PARIBAS NOMINEES (NZ) LIMITED - NZCSD2,608,0001.74

12.FORSYTH BARR CUSTODIANS LIMITED2,514,4001.68

13.HSBC NOMINEES (NEW ZEALAND) LIMITED - NZCSD2,086,8291.39

14.ARDEN CAPITAL LIMITED1,702,0001.13

15.MINT NOMINEES LIMITED - NZCSD1,500,0001.00

16.CUSTODIAL SERVICES LIMITED1,449,7080.97

17.CITIBANK NOMINEES (NEW ZEALAND) LIMITED - NZCSD1,325,0000.88

18.INVESTMENT CUSTODIAL SERVICES LIMITED1,274,0000.85

19.JBWERE (NZ) NOMINEES LIMITED1,180,0000.79

20.HOBSON WEALTH CUSTODIAN LIMITED1,006,0000.67

Total Top 20 holders of Notes113,331,72875.55

Source: Computershare

Noteholder distribution - PCTHA

RangeTotal holdersNumber of notes% of total

1,000 - 1,99956,0000.00

2,000 - 4,9992164,6130.04

5,000 - 9,999130742,6000.50

10,000 - 49,99959812,394,2988.26

50,000 - 99,9991287,412,0004.94

100,000 - 499,999598,973,8225.98

500,000 - 999,999117,074,9394.72

1,000,000 and over20113,331,72875.55

Total972150,000,000100.00

Source: Computershare

58
Investor information.

Investor information. (Continued)

PRECINCT PROPERTIES NEW ZEALAND LIMITED

Director Interests

Details of Director interests in Precinct shares (as at 30 June 2021)

2021

1

2020

DirectorNo. of sharesNo. of shares

Robert Campbell

457,002

457,002

Graeme Wong

69,642

69,642

Launa Inman

39,100

39,100

Anne Urlwin

24,486

24,486

1 At 30 June 2021. Details of Director participation in the retail offer of the equity raise post balance date is shown in the notes below.

The following director interests were recorded since the last report.

Rob Campbell*

Appointed as the Chancellor of Auckland University of Technology

Appointed as a Trustee of the He Toutou Mo Te Ahika Trust

Appointed as the Chair of Ara Ake Limited

Chris Judd

Ceased to be Chair and a director of AMP Haumi Management

Limited

Craig Stobo – None

Anne Urlwin

Appointed as a director of Queenstown Airport Corporation Limited

Appointed as a director of Tilt Renewables Insurance Limited

Ceased to be a director of Steel & Tube Holdings Limited

Acquired 1,642 Precinct ordinary shares in Retail Offer

Ceased to be a director of Tilt Renewables Limited, and subsidiary

companies Tilt Renewables Insurance Limited, Tararua Wind Power

Limited, Waverley Wind Farm Limited, Waverley Wind Farm (NZ)

Holding Limited

Nicola Greer*

Director of New Zealand Railways Corporation

Director of Fidelity Life Assurance Company Limited

Director of Awarua Holdings Limited

Director of South Port New Zealand Limited

Director of Airways International Limited

Director of Airways Corporation of New Zealand Limited

Director & Shareholder of Mike Greer Homes Pegasus Town Limited

Director & Shareholder of Pegasus Preschools Limited

Director & Shareholder of Progressive Commercial Limited

Director & Shareholder of Progressive Preschool Limited

Director & Shareholder of 26 Belfast Road Limited

Director & Shareholder of Longhurst Commercial Limited

Member of NZ Markets Disciplinary Tribunal

Shareholder in Birmingham Dr Developments Limited

Shareholder in Waikare Avenue Preschool Limited

Shareholder in Judsons Road Preschool Limited

Shareholder in Penny Lane Preschool Limited

Shareholder in Peter Street Preschool Limited

Aditya Bhargava

Director of AMP Haumi Management Limited

Director of HIP Company Limited

Director of Haumi Development Auckland Limited

Director of Haumi Company Limited

Launa Inman*

Acquired 6,422 Precinct ordinary shares in Retail Offer

Mohammed Al Nuaimi – None

Graeme Wong

Appointed as a director of Southern Hops Limited

Appointed as a director of Freestyle South Limited

Ceased to be a director of Glaisnock Limited

Ceased to be a director of Radius Lint Limited

Acquired 10,000 Precinct ordinary shares in Retail Offer

Mark Tume*

Chair of Infratil Limited

Director of various Infratil wholly owned companies

Director of Yeo Family Trustee Limited

Director of Long Board Limited

Director of Welltest Limited

Director of Koau Capital Partners Limited

Director of RetireAustralia Pty Limited

Director of Blink Pay Global Group Limited

Chair of Te Atiawa Iwi Holdings Limited Partnership

Chair of Ngai Tahu Holdings Corporation Limited

*Post balance date, Nicola Greer and Mark Tume were

appointed as Independent Directors, effective 16 July 2021 and

11 August 2021, respectively. Independent Director Launa Inman

and Non-Executive Director Robert Campbell retired from the

Board on 31 July 2021 and 11 August 2021, respectively.

59
Remuneration report.

ANNUAL REPORT 2021

60
Remuneration report.

Remuneration report.

PRECINCT PROPERTIES NEW ZEALAND LIMITED

Message from the People and Performance Committee

Dear Shareholders,

On behalf of the Board, I am pleased to present you with

Precinct’s Remuneration Report for the financial year ended

30 June 2021. This year, we are including additional disclosures in

our Remuneration Report. Our goal is to ensure that remuneration

of both Directors and Management Personnel is transparent, fair

and reasonable by aligning it with interests of the company and

its shareholders.

Director remuneration is currently being peer reviewed by

independent advisors. Shareholder approval will be sought for

any adjustments to Director remuneration at the upcoming

Annual General Meeting of shareholders. All new Directors joining

Precinct during the upcoming year will be paid in line with current

rates. The company's director remuneration structure was

updated during FY19 to provide further transparency to

shareholders by setting aside the existing director pool fee cap

and instead putting any proposed increase in director

remuneration to shareholders for approval. Director remuneration was last approved by shareholders at the company's AGM in

November 2018.

While we continue to make good progress across Precinct’s diversity practices, we are committed to improving diversity and inclusion

at all levels of our business. From FY22 onwards, we intend to undertake Remuneration Equality Studies annually to help us better

understand the difference between women's and men’s earnings and ensure fairness.

We hope this year’s report is informative to stakeholders and that we have explained to you, our shareholders, how our people at

Precinct are remunerated in the short and long term, and how this directly links back to our strategy and the performance of our

business.

Graeme Wong

Independent Director and Chair of the People and Performance Committee

Graeme Wong, Independent Director and Chair of the People and Performance

Committee

Our approach to remuneration governance

Precinct’s remuneration governance framework is overseen by Precinct’s People and Performance Committee (previously the

Remuneration and Nomination Committee) which comprises a majority of independent directors at 30 June 2021. The People and

Performance Committee’s role is to assist the Board in establishing remuneration policies and practices.

The People and Performance Committee is guided by Precinct’s Remuneration Policy. This Remuneration Policy aims to ensure that

people are rewarded for performance that contributes to the achievement of Precinct’s business goals. In addition, the People and

Performance Committee follow a charter which is intended to guide Committee members in fulfilling their responsibilities to the Board.

On a regular basis, the People and Performance Committee will review performance objectives and remuneration packages of both

Directors and key management personnel of Precinct. This includes monitoring performance that outlines the relative weightings of

remuneration components and relevant performance criteria. They also consider remuneration benchmarking and succession

planning.

External advisors

Remuneration benchmarking of Directors and key management personnel (such as CEO, Deputy CEO and CFO) is undertaken,

annually by external advisors.

With regards to Precinct’s performance hurdles, the Total Shareholder Return (TSR) achieved by Precinct, and the members of the TSR

Peer Group will be calculated by a recognised independent party, being an investment bank, firm of chartered accountants or other

person or body that the Board reasonably considers has the expertise, experience and access to the necessary data to carry out the

calculation.

61
Remuneration report.

ANNUAL REPORT 2021

Remuneration framework

Our remuneration framework is designed to support the

performance of Precinct’s business and its strategy.

Our objective is to create sustainable value from city

centre real estate, delivering exceptional spaces for our

clients and communities, in which they can thrive, while

maximising returns to our shareholders.

At the heart of Precinct is a business model

that is designed to generate, and regenerate

sustainable value. This results from the

seamless interplay between three essential

elements.

Purpose and direct link

to Precinct’s strategy

Direct link to performance

measures

Fixed remuneration

This includes fixed based salary which is

benchmarked annually and includes

superannuation contribution

• Attract and retain Precinct’s Key Management Personnel to

deliver on its strategy

Benchmarked against

NZX-listed property entities

and NZX50 peers

Short term incentive (STI)

Discretionary annual payment

• Compensates for achieving short term (annual targets) which

are aligned to the delivery of Precinct’s strategy

Various key operational

objectives including

• Earnings, AFFO

• Occupancy & WALT

• Leasing

• Strategic goals

• Capital management

Long term incentive (LTI)

Long term share grant where a share is

received in the future subject to

meeting certain performance hurdles.

• Drive longer-term performance and ensures the alignment of

incentives of key employees with the interests of the

Company’s shareholders

• Promote long term decision making and the creation of

sustainable value for the Company’s shareholders

• Promote the retention of key employees; and

• Facilitate and encourage employee share ownership.

Performance hurdles:

• Absolute TSR Target

• Relative TSR Target

• FFO Growth Target

62
Remuneration report.

Remuneration report. (Continued)

PRECINCT PROPERTIES NEW ZEALAND LIMITED

Short term incentive (STI)

Precinct operates a short term incentive (STI) bonus scheme for eligible employees. The objective of the scheme is to compensate

employees for achieving short term business strategy, high levels of performance and financial success over the financial year. In

addition employees have individual performance goals which are considered when determining variable short term incentives. In June

of each year the board will set annual goals for the CEO, Deputy CEO and CFO.

FeatureDescription

Purpose

To compensate individuals for achieving annual targets which are aligned to the delivery of Precinct’s strategy.

Business

objectives and

performance

measures

Individual STI awards are dependent on achieving various business objectives including overall staff management.

Individuals will have Key Performance Indicators (KPIs) which are set annually and aligned to the delivery of

Precinct's strategy and key priorities for the financial year.

Performance measures include:

• Precinct earnings target, AFFO

• Precinct portfolio metrics i.e. Occupancy, WALT

• Successful completion of treasury and capital management initiatives

• Delivery of major leasing and development projects

• Advancing key strategic objectives

Performance

assessment

The Board takes a robust approach to determining executive remuneration outcomes. The performance STI scheme

is intended to reflect the performance of the business, and reward for achieving targets. Assessment of

performance for a STI takes place in the form of an assessment of achievement against the objectives and targets.

CEO, Deputy CEO and CFO STI awards are endorsed by the People and Performance Committee and approved

by the Board at its absolute discretion.

STI awarded

This discretionary annual payment is 100% awarded in cash and rewards the CEO, Deputy CEO, CFO and other

individuals for achieving short term annual company and individual performance targets, encouraging

accountability for results.

Payment of a STI/performance bonus is not guaranteed and will remain subject to Board approval at its discretion.

Long term incentive (LTI)

Legacy LTI Scheme

Prior to Precinct's management internalisation, the Manager (AMP Haumi Management Limited) operated a long term incentive bonus

scheme for eligible employees which included the CEO, Deputy CEO, CFO and other senior executives. Due to the termination of the

managment services agreement, employees' employment contracts with the manager were terminated, resulting in previously

granted shares vesting. Following management internalisation a new LTI scheme has been establised and is set out below.

Restricted Share Rights (RSR)

Precinct's Restricted Share Right scheme entitles a Participant to receive a Share in the future depending on whether Service

Conditions are achieved. The participant is entitled to receive one share upon the valid exercise of each vested share right they hold.

Purpose

To secure the CEO, Deputy CEO, CFO and other key management personnel for a transitional period following the

internalisation of Precinct's management.

Service

commencement

1 April 2021

Vesting tranches

30 June 2022, 30 June 2023 and 30 June 2024

Conditions

Restricted Share Rights (RSRs) will vest provided the participant remains employed by Precinct for the duration of

the relevant vesting period. The RSR plan is made up of 3 tranches with different vesting periods from service

commencement .

There are no performance hurdles and provided each vesting period is satisfied, the RSRs will vest.

63
Remuneration report.

ANNUAL REPORT 2021

Performance Share Rights (PSR)

Precinct's Performance Share Right scheme entitles a Participant to receive a Share in the future depending on the degree to which

certain Vesting Conditions are achieved or exceeded during the Assessment Period. The participant is entilted to receive one share

upon the valid exercise of each vested share right they hold.

FeatureDescription

Purpose

Alignment of interests between the CEO, Deputy CEO, CFO and other key management personnel, and the long term

returns to Precinct shareholders, which drives long term performance to deliver Precincts strategy while also providing

an incentive for Key Management Personnel to remain in employment with Precinct prior to vesting.

Performance

period

A grant vests at the end of the performance period which is over a three year period. Due to the completion of the

internalisation of Precinct's management taking place on 31 March 2021, the initial performance period is between

1April 2021 and 30 June 2024. A share right vests on the vesting date subject to the participant's continuing employment

with Precinct and performance hurdles being met.

The vesting of the Performance share rights are endorsed by the People and Performance Committee and approved

by the Board subject to the board determining that the performance hurdles set out have been met.

Performance

hurdles

Performance

measure

LTI WeightingDescription

Total Shareholder

Return (TSR)

TSR measures the total return received by shareholders from the increase in

the market price of a share of Precinct and assumes reinvestment of cash

dividends.

The TSR will be calculated using the volume weighted average sale price of a

Precinct share on the NZX over the 20 trading days prior to the vesting date.

Funds From

Operation (FFO)

FFO is used to define the cash flow from operations and is a measure of

operating performance over the performance period.

Absolute TSR Target

33%The Absolute TSR Rights will vest in full if Precinct’s TSR exceeds an annualised

and compounding rate of 6.8%

1

, over the performance period.

Relative TSR Target

33%The Relative TSR Rights will vest in accordance with a progressive vesting

scale, provided that Precinct's TSR over the performance period is greater

than the median TSR of the TSR peer group.

Funds from

operations (FFO)

Growth Target

33%The FFO Growth Rights will vest in accordance with a progressive vesting

scale, provided that Precinct’s FFO growth per share is greater than or equal

to 75% of CPI growth over the performance period.

Vesting

conditions

Precinct TSR over the performance

period

% of Relative TSR Rights

that would vest

Precinct FFO Growth Per

Share over the

performance period

% of FFO Growth Rights

that would vest

< TSR Peer Group Median TSR0%< 75% of CPI Growth0%

Equal to the TSR Peer Group Median TSR50%Equal to 75% of CPI

Growth

50%

> TSR Peer Group Median TSR, but < TSR

of the 75th percentile of the TSR Peer

Group

51% - 99% pro-rata

vesting on a straight-

line progression

> 75% of CPI Growth, but

< 125% of CPI Growth

51% - 99% pro-rata

vesting on a straight-

line progression

Equal to or > TSR of the 75th percentile

of the TSR Peer Group

100%Equal to or greater than

125% of CPI Growth

100%

1 This is the current cost of equity for the 2021 performance rights as calculated by independent advisors, PwC, and will be recalculated on an annual basis.

64
Remuneration report.

Remuneration report. (Continued)

PRECINCT PROPERTIES NEW ZEALAND LIMITED

CEO Remuneration

Scott Pritchard was appointed Chief Executive Officer in September 2010. On 1 April 2021, he was retained as CEO, under a new

employment agreement with Precinct post the internalisation of the management of Precinct.

The following illustrates the new remuneration mix of Precinct’s CEO. We believe the remuneration mix now provides strong alignment

between remuneration and company performance to deliver on Precinct’s strategy.

Details of the nature and amount of each element of the remuneration of the CEO is set out below.

Scott Pritchard was appointed Chief Executive Officer in September 2010. His remuneration for the year ended 30 June 2021 comprises:

• A fixed base salary which is benchmarked annually;

• A discretionary short-term incentive payment; and

• A legacy long-term incentive payment resulting from the termination of the management contract.

All remuneration between 1 July 2020 and 31 March 2021, including the legacy long-term incentive was paid by AMP Haumi

Management Limited (the Manager "AHML"), not Precinct. As a result of internalisation PwC was appointed by the Precinct Board as a

recognised independent party in order to undertake remuneration benchmarking in respect to the CEO and other senior executive

roles.

From 1 April 2021 the CEO's remuneration will be endorsed by the People and Performance Committee and approved by the Board.

The CEO base salary from 1 April 2021 has been approved at $780,000.

Short term remuneration for the year ended 30 JuneLong term remuneration as at 30 June

Legacy scheme

Post

internalisatio

n

Year

Base salarySTISuperTotal paid

Maximum

achievable

GrantedVestedGranted

2021619,840720,180190,5581,530,579

N/A

-1,922,0701,092,000

2020540,000540,000118,8001,198,800

1,198,800

650,000630,000

Performance and Restricted Share Rights that have been granted to Scott Pritchard as at 30 June 2021 are detailed in the table below.

Granted during yearVested and exercised

SchemeGrant date

Measuremen

t date

Balanc

e as at

30 June

2020NumberValue $NumberValue $Lapsed

Balance as at

30 June 2021

Performance share right

1-4-202130-6-2024

0

730,272468,000000

730,272

Restricted share right

1-4-202130-6-2022

0

190,476312,000000

190,476

Restricted share right

1-4-202130-6-2023

0

190,476312,000000

190,476

Total01,111,2241,092,0000001,111,224

65
Remuneration report.

ANNUAL REPORT 2021

Employee remuneration

Employee remuneration comprises base salary, STI payments, LTI payments relating to internalisation and employer contributions to

superannuation.

During the year ended 30 June 2021, the number of employees (including the CEO) who received remuneration from AHML for the

period to 31 March 2021 and Precinct thereafter, with a combined total value exceeding $100,000 is set out on the following table.

Employer superannuation contributions are at the same rate for all employees.

Remuneration range# employees

$3,450,000 - $3,460,000

1

$2,450,000 - $2,460,000

1

$1,220,000 - $1,230,000

1

$690,000 - $700,000

1

$550,000 - $560,000

1

$450,000 - $460,000

1

$400,000 - $410,000

1

$350,000 - $360,000

2

$300,000 - $310,000

1

$290,000 - $300,000

1

$280,000 - $290,000

1

$250,000 - $260,000

1

$220,000 - $230,000

3

$210,000 - $220,000

1

$190,000 - $200,000

1

$170,000 - $180,000

1

$160,000 - $170,000

2

$140,000 - $150,000

2

$130,000 - $140,000

3

$110,000 - $120,000

3

$100,000 - $110,000

6

Total35

66
Remuneration report.

Remuneration report. (Continued)

PRECINCT PROPERTIES NEW ZEALAND LIMITED

Long term incentive scheme

Performance and restricted share rights that have been granted to key management personnel (excluding CEO) as at 30 June 2021

are detailed in the following table.

Granted during yearVested and exercised

SchemeGrant date

Measurem

ent date

Balance as at

30 June 2020NumberValue $NumberValue $Lapsed

Balance as at 30 June

2021

Performance

share right

1-4-202130-6-2024

0

1,224,921785,000000

1,224,921

Restricted

share right

1-4-202130-6-2022

0

213,370349,500000

213,370

Restricted

share right

1-4-202130-6-2023

0

213,370349,500000

213,370

Restricted

share right

1-4-202130-6-2024

0

73,260120,000000

73,260

Total01,724,9211,604,0000001,724,921

Director remuneration

The current director fee rate is as follows:

Position$ per annum (plus GST, if any)

Chair

182,340

Independent Director

91,170

Audit and Risk Committee Chair

15,000

People and Performance Committee Chair

10,000

Audit and Risk Committee Member

7,500

People and Performance 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 Board has not increased director remuneration in the reporting period. A director remuneration review is currently underway.

Role30 June 202130 June 2020

Sub

committee

Board

committeeBoard

Sub

committee

Board

committeeBoard

Craig StoboBoard Chair

79,08312,500182,340

012,500182,340

Don HuseAudit and Risk Committee Chair

1

05,37534,949

015,00091,170

Anne UrlwinAudit and Risk Committee Chair

2

32,06517,50091,170

07,76272,176

Graeme WongIndependent Director

42,26310,00091,170

010,00091,170

Launa InmanIndependent Director

23,8007,50091,170

07,50091,170

Chris JuddNon-Executive Director

4,9881,25022,793

000

Robert

CampbellNon-Executive Director

2,6253,12522,793

000

Total184,82357,250536,384052,762528,026

1 Don Huse retired as Audit and Risk Committee Chair on 31 October 2020 and from the Precinct board on 18 November 2020.

2 Anne Urlwin commenced as Audit and Risk Committee Chair from 1 November 2020.

From time to time the board may establish further subcommittees to consider specific issues or transactions. Membership of these

committees may result in additional fees being payable at the rates in the table above. During the year ended 30 June 2021, $184,823

in committee fees were paid to the due diligence committee (30 June 2020: $nil). Due diligence committees were established in

relation to the internalisation of management, issuance of retail bond PCT030 and the capital raising.

No other remuneration or benefit was provided by the group during the period to any director or former director of any group

member.

Insurance and indemnity

As permitted by the constitution and the Companies Act 1993, Precinct has indemnified its directors and officers, and the directors of

its subsidiaries against potential liabilities and costs they may incur for acts or omissions in their capacity as directors. During the

67
Remuneration report.

ANNUAL REPORT 2021

financial year, Precinct paid insurance premiums in respect of directors’ and officers’ liability insurance which covers risks normally

covered by such policies arising out of acts or omissions of directors and officers in their capacity as such. Insurance is not provided for

criminal liability or liability or costs in respect of which an indemnity is prohibited by law.

Management expense ratio

Amounts in $ millions (unless otherwise stated)20212020

Base Management Fee10.29.5

Performance Fee--

Management expenses2.1-

Audit and Directors1.21.0

Other expenses3.72.1

Total management expenses17.212.6

Average total property value3,500.02,892.2

Management expense ratio - excluding performance fee49 bps44 bps

Management expense ratio49 bps44 bps

Management expenses comprise the costs of managing Precinct as a corporate entity and exclude direct property expenses and capital expenditure.

This annual report of Precinct Properties New Zealand Limited is dated 11 August 2021 and is signed on behalf of the board by:

CRAIG STOBO

CHAIR AND INDEPENDENT

DIRECTOR

ANNE URLWIN

CHAIR AUDIT AND RISK

COMMITTEE AND INDEPENDENT

DIRECTOR

68
The Numbers.

PRECINCT PROPERTIES

NEW ZEALAND LIMITED

FINANCIAL STATEMENTS 2021

PRECINCT PROPERTIES NEW ZEALAND LIMITED

69
Precinct Properties New Zealand Limited

ANNUAL REPORT 2021

Annual financial statements

For the year ended 30 June 2021

Signed on behalf of the Board of Precinct Properties New Zealand Limited, who authorised the issue of these financial statements on 11

August 2021.

CRAIG STOBO

CHAIR

ANNE URLWIN

CHAIR AUDIT & RISK COMMITTEE

Contents

Consolidated Statement of Comprehensive Income

70

Consolidated Statement of Changes in Equity71

Consolidated Statement of Financial Position72

Consolidated Statement of Cash Flows73

Notes to the Financial Statements

1. Reporting Entity74

2. Basis of Preparation74

3. Basis of Consolidation74

4. New Standards, Amendments and Interpretations74

5. Changes to Accounting Policies and Disclosure of Significant Accounting Policies74

6. Fair Value Estimation74

7. Significant Accounting Judgements, Estimates and Assumptions74

8. Significant Events and Transactions During the Year75

9. Investment and Development Properties76

10. Internalisation of Management82

11. Intangible Assets82

12. Gross Operating Revenue83

13. Segment Information84

14. Management Expenses85

15. Taxation86

16. Reconciliation of Net Profit after Tax to Adjusted Funds From Operations (AFFO)87

17. Earnings per Share87

18. Other Current Liabilities88

19. Reconciliation of Net Profit after Taxation with Cash Inflow from Operating Activities88

20. Interest Bearing Liabilities88

21. Lease Liabilities90

22. Derivative Financial Instruments91

23. Capital Commitments91

24. Operating Lease Commitments92

25. Contingencies92

26. Share-Based Payments92

27. Related Party Transactions93

28. Key Management Personnel94

29. Capital Management95

30. Financial Risk Management95

31. Events After Balance Date96

Independent Auditors Report97

70
Consolidated Statement of Comprehensive Income

For the year ended 30 June 2021

PRECINCT PROPERTIES NEW ZEALAND LIMITED

Amounts in $ millions

Notes

30 June 202130 June 2020

Revenue

Gross operating revenue

12199.8

151.8

Less direct operating expenses

(72.1)

(46.0)

Operating income before indirect expenses127.7

105.8

Indirect expenses / (revenue)

Interest expense

27.2

5.1

Interest income

-

(0.1)

Other expenses

1417.5

13.3

Total indirect expenses / (revenue)44.7

18.3

Operating income before income tax83.0

87.5

Non operating income / (expenses)

Unrealised net gain / (loss) in value of investment and development properties

9282.9

(66.3)

Unrealised net gain / (loss) on financial instruments

2219.7

(1.9)

Other revenue

-

26.7

Depreciation - property, plant and equipment

(1.4)

(1.1)

Lease depreciation

(5.0)

(5.0)

Lease interest expense

(3.9)

(4.2)

Net realised gain / (loss) on sale of investment properties

(2.4)

(2.5)

Impairment of goodwill

11(9.8)

-

Termination of management services agreement

10(217.1)

-

Total non operating income / (expenses)63.0

(54.3)

Net profit / (loss) before taxation146.0

33.2

Income tax expense / (benefit)

Current tax expense

15(67.8)

5.0

Depreciation recovered on sale

1510.5

1.4

Deferred tax expense / (benefit) - financial instruments

156.6

(4.4)

Deferred tax expense / (benefit) - depreciation

159.1

1.0

Deferred tax expense / (benefit) - other

15(0.1)

-

Total taxation expense / (benefit)(41.7)

3.0

Net profit / (loss) after taxation attributable to equity holders16,19187.7

30.2

Other comprehensive income / (expense)

Items that will not be reclassified to profit or loss

Credit risk adjustments on financial liabilities designated at fair value through

profit or loss

(10.8)

6.8

Deferred tax on items transferred directly to / (from) equity

3.0

(1.9)

Total other comprehensive income / (expense)(7.8)

4.9

Total comprehensive income after tax attributable to equity holders179.9

35.1

Earnings per share (cents per share)

Basic and diluted earnings per share

1714.26

2.30

Other amounts (cents per share)

Funds from operations (FFO)

167.34

6.89

Adjusted funds from operations (AFFO)

166.48

6.29

The accompanying notes on pages 74 to 96 form part of these Financial Statements

71
Consolidated Statement of Changes in Equity

For the year ended 30 June 2021

ANNUAL REPORT 2021

Amounts in $ millions unless otherwise stated

Notes

Cents

per share

Shares (m)Ordinary

shares

Share-based

payments

reserve

Retained

earnings

Total

equity

At 1 July 20191,313.71,196.0-759.21,955.2

Profit after income tax for the year30.230.2

Other comprehensive income for the

year4.94.9

Issue of shares

Issue costs incurred

(0.1)(0.1)

Distributions

Q4 final (paid 27 Sep 2019)1.500(19.7)(19.7)

Q1 interim (paid 12 Dec 2019)1.575(20.7)(20.7)

Q2 interim (paid 27 Mar 2020)1.575(20.7)(20.7)

Q3 interim (paid 12 Jun 2020)1.575(20.7)(20.7)

Total distributions paid6.225(81.8)(81.8)

At 30 June 20201,313.71,195.9-712.51,908.4

Profit / (loss) after income tax for the

year

187.7187.7

Other comprehensive income for the

year

(7.8)(7.8)

Issue of shares

Placement

144.7220.0220.0

Issue costs incurred

(3.4)(3.4)

Distributions

Q4 final (paid 25 Sep 2020)

1.575(20.7)(20.7)

Q1 interim (paid 10 Dec 2020)

1.625(21.3)(21.3)

Q2 interim (paid 26 Mar 2021)

1.625(21.3)(21.3)

Q3 interim (paid 11 Jun 2021)

1.625(21.3)(21.3)

Total distributions paid

6.450(84.6)(84.6)

Long-term incentive scheme

260.30.3

At 30 June 20211,458.41,412.50.3807.82,220.6

All shares have been fully paid, carry full voting rights, have no redemption rights, have no par value and are subject to the terms of

the constitution.

The accompanying notes on pages 74 to 96 form part of these Financial Statements

72
Consolidated Statement of Financial Position

As at 30 June 2021

PRECINCT PROPERTIES NEW ZEALAND LIMITED

Amounts in $ millions

Notes

30 June 202130 June 2020

Current assets

Cash

8.3

7.8

Fair value of derivative financial instruments

222.2

-

Debtors and other current assets

25.1

16.1

Total current assets35.6

23.9

Non-current assets

Fair value of derivative financial instruments

2232.3

95.2

Other assets

14.4

8.8

Development properties

9232.4

190.6

Investment properties

93,076.4

2,800.1

Property, plant and equipment

15.7

9.6

Right-of-use assets

33.2

38.1

Deferred tax asset

157.4

-

Intangible assets

119.0

18.9

Total non-current assets3,420.8

3,161.3

Total assets3,456.4

3,185.2

Current liabilities

Fair value of derivative financial instruments

22-

1.7

Provision for tax

-

1.6

Interest bearing liabilities

20225.0

-

Lease liabilities

213.2

3.0

Accrued development capital expenditure

17.5

55.4

Other current liabilities

1831.0

24.8

Total current liabilities276.7

86.5

Non-current liabilities

Interest bearing liabilities

20871.1

1,028.9

Fair value of derivative financial instruments

2250.9

84.5

Lease liabilities

2137.1

40.4

Deferred tax liability

15-

36.5

Total non-current liabilities959.1

1,190.3

Total liabilities1,235.8

1,276.8

Total equity2,220.6

1,908.4

Total liabilities and equity3,456.4

3,185.2


The accompanying notes on pages 74 to 96 form part of these Financial Statements

73
Consolidated Statement of Cash Flows

For the year ended 30 June 2021

ANNUAL REPORT 2021

Amounts in $ millions

Notes

30 June 202130 June 2020

Cash flows from operating activities

Gross rental income per statement of comprehensive income

199.8

151.8

Less: Current year incentives

(9.9)

(1.8)

Add: Amortisation of incentives and intangibles

7.7

4.3

Add: Depreciation of property, plant and equipment

1.4

1.1

Add: Working capital movements

(4.1)

(2.4)

Cash flow from gross rental income194.9

153.0

Interest income

-

0.1

Property expenses

(64.1)

(37.3)

Other expenses

(14.6)

(15.3)

Interest expense

(30.9)

(7.2)

Employment and administration expenses

(3.4)

-

Termination of management services agreement

10(217.1)

-

Income tax

(0.8)

(10.6)

Net cash inflow / (outflow) from operating activities19(136.0)

82.7

Cash flows from investing activities

Capital expenditure on investment properties

(56.3)

(47.5)

Capital expenditure on development properties

(155.5)

(206.9)

Capital expenditure on other assets

(5.9)

(6.1)

Acquisition of investment properties

(20.3)

-

Acquisition of development properties

(9.2)

(5.4)

Acquisition of a subsidiary

-

(1.1)

Expenditure on property, plant and equipment

(7.4)

(1.5)

Disposal of investment properties

176.7

72.7

Capitalised interest on investment properties

(1.1)

(1.7)

Capitalised interest on development properties

(14.2)

(41.0)

Net cash inflow / (outflow) from investing activities(93.2)

(238.5)

Cash flows from financing activities

Loan facility drawings to fund capital expenditure

233.0

260.5

Loan facility drawings to fund acquisitions

29.5

5.4

Loan facility drawings to fund management services termination

10217.1

-

Loan facility repayments from disposal of investment properties

(176.7)

(72.7)

Loan facility repayments from issue of senior secured bonds

(150.0)

-

Loan facility repayments from issue of new shares

(216.6)

-

Other loan facility drawings / (repayments)

1

14.5

48.1

Repayment of leasing liabilities

(3.0)

(2.7)

Issue of senior secured bonds

150.0

-

Issue of new shares

2

216.6

(0.1)

Distributions paid to share holders

(84.7)

(81.8)

Net cash inflow / (outflow) from financing activities229.7

156.7

Net increase / (decrease) in cash held0.5

0.9

Cash at the beginning of the year

7.8

6.9

Cash at the end of the year8.3

7.8

1 Loan facility drawings are net of repayments made throughout year.

2 Issue of new shares are net of issue costs.

The accompanying notes on pages 74 to 96 form part of these Financial Statements

74
Notes to the Financial Statements

For the year ended 30 June 2021

PRECINCT PROPERTIES NEW ZEALAND LIMITED

1. Reporting Entity

Precinct Properties New Zealand Limited (Precinct) is incorporated in New Zealand and is registered under the New Zealand

Companies Act 1993.

Precinct is an FMC reporting entity for the purposes of the Financial Markets Conduct Act 2013.

These audited financial statements are those of Precinct and its wholly-owned subsidiaries (the Group).

The Group's principal activity is investment in predominantly prime CBD properties in New Zealand. Prior to 31 March 2021 Precinct was

managed by AMP Haumi Management Limited (the manager). See Note 10 for further information on the management internalisation.

2. Basis of Preparation

The financial statements have been prepared in accordance with NZ GAAP. For the purposes of complying with NZ GAAP the Group is

a for-profit entity. The financial statements comply with New Zealand equivalents to International Financial Reporting Standards (’NZ

IFRS’). The financial statements also comply with International Financial Reporting Standards (‘IFRS’).

The financial statements have been prepared:

• On a historical basis except for financial instruments, investment and development properties which are measured at fair value.

• Using the New Zealand Dollar functional and reporting currency.

• On a GST exclusive basis, except for receivables and payables that are stated inclusive of GST.

All financial information has been presented in millions, unless otherwise stated.

3. Basis of Consolidation

The consolidated financial statements comprise Precinct and its subsidiary companies.

In preparing the consolidated financial statements, all inter-company balances and transactions, income and expenses and profit or

losses resulting from intra-group transactions have been eliminated in full.

4. New Standards, Amendments and Interpretations

There were no new accounting standards impacting the consolidated financial statements for the year ended 30 June 2021.

5. Changes to Accounting Policies and Disclosure of Significant Accounting Policies

No changes to accounting policy have been made during the year and policies have been consistently applied to all years

presented.

Significant accounting policies have been included throughout the notes to the financial statements.

6. Fair Value Estimation

Precinct classifies its fair value measurement using a fair value hierarchy that reflects the significance of the inputs used in making the

measurements. The fair value hierarchy has the following levels:

• Level 1 - Quoted prices (unadjusted) in active market for identical assets or liabilities.

• Level 2 - Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly (by price)

or indirectly (derived from prices).

• Level 3 - Inputs for the asset or liability that are not based on observable market data (unobservable inputs).

7. Significant Accounting Judgements, Estimates and Assumptions

In preparing Precinct’s financial statements, management continually makes judgements, estimates and assumptions based on

experience and other factors, including expectations of future events that may have an impact on Precinct.

All judgements, estimates and assumptions made are believed to be reasonable based on the most current set of circumstances

available to management. Actual results may differ from the judgements, estimates and assumptions made by management.

The significant judgements, estimates and assumptions made in the preparation of these financial statements are in relation to:

i. Investment and development properties - refer note 9

ii. Deferred tax assets and deferred tax liabilities - refer note 15

iii. Impairment test of intangible assets and goodwill - refer note 11

iv. Business combination - internalisation of management - refer note 10

v. Share-based payment scheme - refer note 26

75
ANNUAL REPORT 2021

8. Significant Events and Transactions During the Year

Precinct's financial position and performance was affected by the following events and transactions that occurred during the

reporting year:

i. Bowen Campus Stage Two development

On 18 November 2020 Precinct committed to 44 Bowen Street, the second building of the Bowen Campus Stage Two development.

ii. COVID-19 global pandemic

In response to the on-gong COVID-19 global pandemic Auckland experienced Alert Level 3 lockdowns in August 2020, February 2021

and March 2021 during which the operation of some of Precinct's clients were restricted to varying degrees. Precinct provided

additional support to clients that have been impacted through a range of assistance measures including rent abatements ($1.1 million;

June 2020: $1.7 million), rent deferrals ($0.4 million; June 2020: $1.3 million) and lease restructures.

Independent valuers have carried out the 30 June 2021 property valuations by applying assumptions regarding the reasonably possible

impacts of COVID-19 based on information available as at 30 June 2021. The valuation methodologies and inputs are described in

Note 9. Due to the on-going COVID-19 pandemic the property valuation for Commercial Bay Retail as at 30 June 2021 continues to

include a ‘material valuation uncertainty’ clause. The valuers have therefore advised that less certainty should be attached to the

property value than would normally be the case.

An independent valuer was appointed to assess the value the Generator business at 30 June 2021 in order to assess whether there had

been any impairment to the value of goodwill that arose on the acquisition of Generator. The valuer has considered the impacts of

Covid-19 on Generators operations in the assumptions used in the valuation. For further details refer to Note 11.

Precinct and its manager (AHML) did not claim any of the Government wage subsidy. Commercial Bay Hospitality claimed a further

$0.6 million during the year to enable hospitality staff to be retained. Generator repaid $0.3 million of wage subsidy previously claimed.

iii. Sale of ANZ Centre (50%)

On 12 May 2021 Precinct's remaining 50% interest in the ANZ Centre was sold for $177.0 million resulting in a loss on sale of $2.2 million.

iv. Internalisation of management

On 31 March 2021 Precinct internalised its management. See Note 10 for further details.

v. One Queen Street

On 24 May 2021 Precinct announced that following completion of a comprehensive re-design, construction of the One Queen Street

redevelopment was about to commence. The total project cost is expected to be around $305 million with completion due in late

2023.

vi. Capital raising

Following a placement in June 2021 Precinct issued 144,736,842 shares at $1.52 per share. Refer to the consolidated statement of

changes in equity for details.

A retail offer opened on 22 June 2021 and closed on 6 July 2021. See Note 31 for details.

vii. Purchase of Bowen House

On 18 June 2021 Precinct entered an unconditional agreement to purchase Bowen House for $92.0 million and will undertake a

comprehensive redevelopment of the building at an estimated cost of around $57.0 million. A deposit of $9.2 million was paid in June

2021 and is included in debtors and other current assets. The purchase was settled on 23 July 2021.

76
Notes to the Financial Statements (Continued)

For the year ended 30 June 2021

PRECINCT PROPERTIES NEW ZEALAND LIMITED

9. Investment and Development Properties

30 June 2021

Amounts in $ millions

ValuerNet lettable area sqmInitial yield %

1

Capitalisation rate %

1

Occupancy %WALT years

2

Valuation

30 June 2020

Capitalised incentivesAdditions / disposals

3

Revaluation gain / (loss)Carrying value

Investment properties

4

Auckland

AMP CentreJLL25,3534.8%5.0%95%4.7205.01.30.6

27.1234.0

ANZ Centre (50%)

5

N/AN/AN/AN/AN/AN/A177.8-(177.8)

--

HSBC Tower

6

JLL31,5784.3%4.5%98%5.8409.02.821.3

42.9476.0

Jarden HouseSavills13,7624.6%4.9%96%4.2124.00.85.9

9.3140.0

Mason Bros.

7

JLL4,6844.7%4.5%100%4.246.6(0.3)1.4

8.756.4

12 Madden Street

7

JLL8,1944.6%4.8%97%8.086.0(0.1)1.1

13.0100.0

10 Madden Street

7

Colliers8,2384.8%5.1%92%12.8-1.077.7

7.386.0

204 Quay Street

8

JLL5,4696.8%6.8%100%5.9--20.2

2.522.7

Commercial Bay RetailJLL16,8634.8%5.3%99%5.8425.00.412.1

(32.5)405.0

PwC Tower (Commercial Bay)CBRE39,5504.0%4.1%98%10.5580.0(0.2)19.4

65.8665.0

Wellington

NTT TowerBayleys16,6555.3%5.5%100%3.1124.0(0.4)0.4

27.0151.0

Mayfair HouseBayleys12,5484.7%5.4%100%14.960.2(0.1)18.3

8.386.7

No.1 and 3 The TerraceColliers18,6124.3%5.1%100%8.9107.5(0.1)0.8

33.8142.0

No.3 The Terrace

9

ColliersN/AN/AN/AN/A37.214.0--

0.214.2

Aon Centre

10

Colliers24,7705.8%5.6%100%4.0172.9(1.0)5.3

15.7192.9

Bowen CampusCBRE39,9714.5%5.0%100%14.4268.10.82.5

33.1304.5

Market value (fair value) of investment properties

4.6%4.8%98%7.72,800.14.99.2

262.23,076.4

Development properties

4

Bowen Campus Stage TwoCBREN/AN/AN/AN/AN/A28.6(0.1)44.7

23.396.5

10 Madden Street

7

N/AN/AN/AN/AN/AN/A53.1-(53.1)

--

One Queen Street

11

CBREN/AN/AN/AN/AN/A102.0(0.2)19.1

(4.4)116.5

30 Waring Taylor StreetColliersN/AN/AN/AN/AN/A6.9-10.7

1.819.4

Market value (fair value) of development properties

190.6(0.3)21.4

20.7232.4

1 Total weighted average by market value. Initial yields adjusted for rental voids/downtime to new lease commencement (if applicable).

2 Total weighted average lease term is weighted by income.

3 Additions arise from subsequent expenditure recognised in the carrying amount. Disposals relate to completed sales, unconditional contracts for sale at year-end and

transfers to other categories of property.

4 All properties are categorised as level 3 in the fair value hierarchy.

5 On 12 May 2021 Precinct sold their 50% share in ANZ Centre for $177.0 million resulting in a loss on sale of $2.2 million.

6 This property was previously known as 188 Quay Street.

7 Mason Bros., 12 Madden Street and 10 Madden Street are all subject to a pre-paid ground lease for 125 years.

8 On 17 February 2021 Precinct acquired 204 Quay Street for $20.0 million.

9 No. 3 The Terrace relates to the freehold title in respect to Precinct's leasehold interest.

10 Includes a gross up for the lease liability (June 2021: $2.9 million; June 2020: $2.9 million).

11 This property was previously known as HSBC House.

Accounting policies

Investment properties

Initially, investment properties are measured at cost including transaction costs. Subsequent to initial recognition investment

properties are stated at fair value. Gains or losses arising from changes in the fair values of investment properties are included in

profit or loss in the year in which they arise.

Development properties

Investment properties that are being constructed or developed for future use are classified as development properties. All costs

directly associated with the purchase and construction of a property and all subsequent capital expenditure is capitalised.

Subsequent to initial recognition development properties are stated at fair value. Gains or losses arising from changes in the fair

value of development properties are included in profit or loss in the year in which they arise.

Valuation of investment and development properties

External, independent valuers, having appropriate recognised professional qualifications and recent experience in the location and

category of the property being valued, value Precinct’s investment property portfolio at least every 12 months. The fair values are

based on market values, being the estimated amount for which a property could be exchanged on the date of the valuation

between a willing buyer and a willing seller in an arm’s length transaction after proper marketing wherein the parties had each

acted knowledgeably, prudently and without compulsion.

77
ANNUAL REPORT 2021

Amounts in $ millions

ValuerNet lettable area sqmInitial yield %

1

Capitalisation rate %

1

Occupancy %WALT years

2

Valuation

30 June 2020

Capitalised incentivesAdditions / disposals

3

Revaluation gain / (loss)Carrying value

Investment properties

4

Auckland

AMP CentreJLL25,3534.8%5.0%95%4.7205.01.30.6

27.1234.0

ANZ Centre (50%)

5

N/AN/AN/AN/AN/AN/A177.8-(177.8)

--

HSBC Tower

6

JLL31,5784.3%4.5%98%5.8409.02.821.3

42.9476.0

Jarden HouseSavills13,7624.6%4.9%96%4.2124.00.85.9

9.3140.0

Mason Bros.

7

JLL4,6844.7%4.5%100%4.246.6(0.3)1.4

8.756.4

12 Madden Street

7

JLL8,1944.6%4.8%97%8.086.0(0.1)1.1

13.0100.0

10 Madden Street

7

Colliers8,2384.8%5.1%92%12.8-1.077.7

7.386.0

204 Quay Street

8

JLL5,4696.8%6.8%100%5.9--20.2

2.522.7

Commercial Bay RetailJLL16,8634.8%5.3%99%5.8425.00.412.1

(32.5)405.0

PwC Tower (Commercial Bay)CBRE39,5504.0%4.1%98%10.5580.0(0.2)19.4

65.8665.0

Wellington

NTT TowerBayleys16,6555.3%5.5%100%3.1124.0(0.4)0.4

27.0151.0

Mayfair HouseBayleys12,5484.7%5.4%100%14.960.2(0.1)18.3

8.386.7

No.1 and 3 The TerraceColliers18,6124.3%5.1%100%8.9107.5(0.1)0.8

33.8142.0

No.3 The Terrace

9

ColliersN/AN/AN/AN/A37.214.0--

0.214.2

Aon Centre

10

Colliers24,7705.8%5.6%100%4.0172.9(1.0)5.3

15.7192.9

Bowen CampusCBRE39,9714.5%5.0%100%14.4268.10.82.5

33.1304.5

Market value (fair value) of investment properties

4.6%4.8%98%7.72,800.14.99.2

262.23,076.4

Development properties

4

Bowen Campus Stage TwoCBREN/AN/AN/AN/AN/A28.6(0.1)44.7

23.396.5

10 Madden Street

7

N/AN/AN/AN/AN/AN/A53.1-(53.1)

--

One Queen Street

11

CBREN/AN/AN/AN/AN/A102.0(0.2)19.1

(4.4)116.5

30 Waring Taylor StreetColliersN/AN/AN/AN/AN/A6.9-10.7

1.819.4

Market value (fair value) of development properties

190.6(0.3)21.4

20.7232.4

1 Total weighted average by market value. Initial yields adjusted for rental voids/downtime to new lease commencement (if applicable).

2 Total weighted average lease term is weighted by income.

3 Additions arise from subsequent expenditure recognised in the carrying amount. Disposals relate to completed sales, unconditional contracts for sale at year-end and

transfers to other categories of property.

4 All properties are categorised as level 3 in the fair value hierarchy.

5 On 12 May 2021 Precinct sold their 50% share in ANZ Centre for $177.0 million resulting in a loss on sale of $2.2 million.

6 This property was previously known as 188 Quay Street.

7 Mason Bros., 12 Madden Street and 10 Madden Street are all subject to a pre-paid ground lease for 125 years.

8 On 17 February 2021 Precinct acquired 204 Quay Street for $20.0 million.

9 No. 3 The Terrace relates to the freehold title in respect to Precinct's leasehold interest.

10 Includes a gross up for the lease liability (June 2021: $2.9 million; June 2020: $2.9 million).

11 This property was previously known as HSBC House.

Accounting policies

Investment properties

Initially, investment properties are measured at cost including transaction costs. Subsequent to initial recognition investment

properties are stated at fair value. Gains or losses arising from changes in the fair values of investment properties are included in

profit or loss in the year in which they arise.

Development properties

Investment properties that are being constructed or developed for future use are classified as development properties. All costs

directly associated with the purchase and construction of a property and all subsequent capital expenditure is capitalised.

Subsequent to initial recognition development properties are stated at fair value. Gains or losses arising from changes in the fair

value of development properties are included in profit or loss in the year in which they arise.

Valuation of investment and development properties

External, independent valuers, having appropriate recognised professional qualifications and recent experience in the location and

category of the property being valued, value Precinct’s investment property portfolio at least every 12 months. The fair values are

based on market values, being the estimated amount for which a property could be exchanged on the date of the valuation

between a willing buyer and a willing seller in an arm’s length transaction after proper marketing wherein the parties had each

acted knowledgeably, prudently and without compulsion.

78
Notes to the Financial Statements (Continued)

For the year ended 30 June 2021

PRECINCT PROPERTIES NEW ZEALAND LIMITED

30 June 2020

Amounts in $ millions

ValuerNet lettable area sqmInitial yield %

1

Capitalisation rate %

1

Occupancy %WALT years

2

Valuation

30 June 2019

Capitalised incentivesAdditions / disposals

3

Revaluation gain / (loss)Carrying value

Investment properties

4

Auckland

AMP CentreColliers25,3515.8%5.5%99%4.8205.00.84.8(5.6)205.0

ANZ Centre (50%)Colliers33,5744.9%5.3%100%6.3187.5(0.6)0.4(9.5)177.8

HSBC House

5

CBREN/AN/AN/AN/AN/A106.0-(106.0)--

188 Quay Street

6

JLL31,3714.7%4.9%98%5.7400.0(0.2)11.6(2.4)409.0

Jarden House

7

JLL13,7724.8%5.3%100%4.1114.3(0.4)0.49.7124.0

Mason Bros.

8

CBRE4,6695.5%5.1%100%4.945.5(0.2)-1.346.6

12 Madden Street

8

CBRE7,9855.4%5.3%100%8.882.3-0.33.486.0

Commercial Bay Retail

9

JLL16,5605.0%5.3%100%6.8--496.4(71.4)425.0

PwC Tower (Commercial Bay)

10

JLL39,3284.3%4.6%97%11.5--589.2(9.2)580.0

Wellington

NTT Tower

11

Colliers16,6636.0%6.4%91%3.3122.5(0.3)2.8(1.0)124.0

Mayfair HouseBayleys12,4157.2%6.1%100%15.447.3(0.2)8.54.660.2

No.1 and 3 The TerraceBayleys18,7255.4%5.9%98%9.986.50.59.211.3107.5

No.3 The Terrace

12

BayleysN/AN/AN/AN/AN/A12.7--1.314.0

Pastoral House

13

N/AN/AN/AN/AN/AN/A59.8-(59.8)-(0.0)

AON Centre

14

Colliers26,3056.7%6.6%100%4.3161.5(0.1)4.07.5172.9

Bowen CampusCBRE39,9725.3%5.6%99%15.5239.60.410.717.4268.1

Market value (fair value) of investment properties

5.1%5.3%98%7.61,870.5(0.3)972.5(42.6)2,800.1

Development properties

4

Commercial BayN/AN/AN/AN/AN/AN/A890.0-(890.0)--

Bowen Campus Stage TwoCBREN/AN/AN/AN/AN/A15.50.110.12.928.6

10 Madden Street

8

ColliersN/AN/A5.6%N/AN/A17.7-32.62.853.1

HSBC House

5

CBREN/AN/A5.1%N/AN/A--130.4(28.4)102.0

30 Waring Taylor Street

15

ColliersN/AN/AN/AN/AN/A--7.8(0.9)6.9

Market value (fair value) of development properties

923.20.1(709.1)(23.6)190.6

1 Total weighted average by market value. Capitalisation rate reflects new long term lease commitments to those assets subject to the Government RFP.

2 Total weighted average lease term is weighted by income.

3 Additions arise from subsequent expenditure recognised in the carrying amount. Disposals relate to completed sales, unconditional contracts for sale at year-end and

transfers to other categories of property.

4 All properties are categorised as level 3 in the fair value hierarchy. All properties are CBD office properties with the exception of Commercial Bay and Bowen Campus

which are under development.

5 The value of HSBC House has been transferred from investment properties to development properties on the basis that the property is now positioned for

redevelopment. The redevelopment project is referred to as One Queen Street.

6 This property was previously known as PwC Tower.

7 This property was previously known as Zurich House.

8 Mason Bros., 12 Madden Street and 10 Madden Street are all subject to a pre-paid ground lease for 125 years.

9 Subsequent to Commercial Bay retail centre opening (11 June 2020) the value was transferred from development properties to investment properties.

10 Subsequent to handover of the PwC Tower from the main contractor to Precinct on 30 June 2020 the value was transferred from development properties to

investment properties.

11 This property was previously known as Dimension Data House.

12 No.3 The Terrace relates to the freehold title in respect to Precinct’s leasehold interest.

13 On 30 April 2020 Pastoral House was sold for $76.7 million resulting in a loss on sale of $2.5 million.

14 Includes a gross up for the lease liability (June 2020: $2.9 million).

15 On 30 August 2019 Precinct acquired 30 Waring Taylor Street for $5.2 million and will undertake a full redevelopment of the building.

Accounting policies (continued)

Investment property held for sale

Investment property is transferred to investment property held for sale when it is expected that the carrying amount will be

recovered principally through sale rather than from continuing use. The property is held at the realisable value.

Derecognition of investment properties

Investment properties are derecognised when they have been either sold or when the investment property is permanently

withdrawn from use and no future benefit is expected from its disposal. Any gains or losses on the derecognition of an investment

property are recognised in profit or loss in the year of derecognition.

79
ANNUAL REPORT 2021

Amounts in $ millions

ValuerNet lettable area sqmInitial yield %

1

Capitalisation rate %

1

Occupancy %WALT years

2

Valuation

30 June 2019

Capitalised incentivesAdditions / disposals

3

Revaluation gain / (loss)Carrying value

Investment properties

4

Auckland

AMP CentreColliers25,3515.8%5.5%99%4.8205.00.84.8(5.6)205.0

ANZ Centre (50%)Colliers33,5744.9%5.3%100%6.3187.5(0.6)0.4(9.5)177.8

HSBC House

5

CBREN/AN/AN/AN/AN/A106.0-(106.0)--

188 Quay Street

6

JLL31,3714.7%4.9%98%5.7400.0(0.2)11.6(2.4)409.0

Jarden House

7

JLL13,7724.8%5.3%100%4.1114.3(0.4)0.49.7124.0

Mason Bros.

8

CBRE4,6695.5%5.1%100%4.945.5(0.2)-1.346.6

12 Madden Street

8

CBRE7,9855.4%5.3%100%8.882.3-0.33.486.0

Commercial Bay Retail

9

JLL16,5605.0%5.3%100%6.8--496.4(71.4)425.0

PwC Tower (Commercial Bay)

10

JLL39,3284.3%4.6%97%11.5--589.2(9.2)580.0

Wellington

NTT Tower

11

Colliers16,6636.0%6.4%91%3.3122.5(0.3)2.8(1.0)124.0

Mayfair HouseBayleys12,4157.2%6.1%100%15.447.3(0.2)8.54.660.2

No.1 and 3 The TerraceBayleys18,7255.4%5.9%98%9.986.50.59.211.3107.5

No.3 The Terrace

12

BayleysN/AN/AN/AN/AN/A12.7--1.314.0

Pastoral House

13

N/AN/AN/AN/AN/AN/A59.8-(59.8)-(0.0)

AON Centre

14

Colliers26,3056.7%6.6%100%4.3161.5(0.1)4.07.5172.9

Bowen CampusCBRE39,9725.3%5.6%99%15.5239.60.410.717.4268.1

Market value (fair value) of investment properties

5.1%5.3%98%7.61,870.5(0.3)972.5(42.6)2,800.1

Development properties

4

Commercial BayN/AN/AN/AN/AN/AN/A890.0-(890.0)--

Bowen Campus Stage TwoCBREN/AN/AN/AN/AN/A15.50.110.12.928.6

10 Madden Street

8

ColliersN/AN/A5.6%N/AN/A17.7-32.62.853.1

HSBC House

5

CBREN/AN/A5.1%N/AN/A--130.4(28.4)102.0

30 Waring Taylor Street

15

ColliersN/AN/AN/AN/AN/A--7.8(0.9)6.9

Market value (fair value) of development properties

923.20.1(709.1)(23.6)190.6

1 Total weighted average by market value. Capitalisation rate reflects new long term lease commitments to those assets subject to the Government RFP.

2 Total weighted average lease term is weighted by income.

3 Additions arise from subsequent expenditure recognised in the carrying amount. Disposals relate to completed sales, unconditional contracts for sale at year-end and

transfers to other categories of property.

4 All properties are categorised as level 3 in the fair value hierarchy. All properties are CBD office properties with the exception of Commercial Bay and Bowen Campus

which are under development.

5 The value of HSBC House has been transferred from investment properties to development properties on the basis that the property is now positioned for

redevelopment. The redevelopment project is referred to as One Queen Street.

6 This property was previously known as PwC Tower.

7 This property was previously known as Zurich House.

8 Mason Bros., 12 Madden Street and 10 Madden Street are all subject to a pre-paid ground lease for 125 years.

9 Subsequent to Commercial Bay retail centre opening (11 June 2020) the value was transferred from development properties to investment properties.

10 Subsequent to handover of the PwC Tower from the main contractor to Precinct on 30 June 2020 the value was transferred from development properties to

investment properties.

11 This property was previously known as Dimension Data House.

12 No.3 The Terrace relates to the freehold title in respect to Precinct’s leasehold interest.

13 On 30 April 2020 Pastoral House was sold for $76.7 million resulting in a loss on sale of $2.5 million.

14 Includes a gross up for the lease liability (June 2020: $2.9 million).

15 On 30 August 2019 Precinct acquired 30 Waring Taylor Street for $5.2 million and will undertake a full redevelopment of the building.

Accounting policies (continued)

Investment property held for sale

Investment property is transferred to investment property held for sale when it is expected that the carrying amount will be

recovered principally through sale rather than from continuing use. The property is held at the realisable value.

Derecognition of investment properties

Investment properties are derecognised when they have been either sold or when the investment property is permanently

withdrawn from use and no future benefit is expected from its disposal. Any gains or losses on the derecognition of an investment

property are recognised in profit or loss in the year of derecognition.

80
Notes to the Financial Statements (Continued)

For the year ended 30 June 2021

PRECINCT PROPERTIES NEW ZEALAND LIMITED

Fair value measurement, valuation techniques and inputs

Precinct’s properties were valued as at 30 June 2021 by independent registered valuers Colliers International, Bayleys, JLL, CBRE and

Savills.

Due to COVID-19, as at 30 June 2021, the valuers included a 'material valuation uncertainty' clause within the Commercial Bay Retail

valuation. See note 8(ii) for more information.

During the year there were no transfers of investment or development properties between levels of the fair value hierarchy. The

valuation techniques used in measuring the fair value of investment property, as well as the significant unobservable inputs used are as

follows:

Class of property

Valuation techniques usedInputs used to measure fair value

CBD office and retailIncome capitalisation approach, discounted

cash flow analysis and residual approach

- Office gross market rent per sqm

- Retail gross market rent per sqm

- Core capitalisation rate

- Discount rate

- Terminal capitalisation rate

- Rental growth rate per annum

- Profit and risk allowance

- Forecast development costs

Significant inputs used together with the impact on fair value of a change in inputs:

Range of significant unobservable inputs:Fair value measurement sensitivity:

Inputs used to measure fair value30 June 202130 June 2020to increase in inputto decrease in input

Office gross market rent per sqm

$427 - $1,081

$423 - $1,033IncreaseDecrease

Retail gross market rent per sqm

$411 - $7,175

$280 - $4,850IncreaseDecrease

Core capitalisation rate

4.1% - 6.8%

4.6% - 6.6%DecreaseIncrease

Discount rate

5.5% - 7.4%

6.5% - 8.5%DecreaseIncrease

Terminal capitalisation rate

4.5% - 7.0%

4.8% - 7.0%DecreaseIncrease

Rental growth rate per annum

1.9% - 3.4%

1.9% - 3.4%IncreaseDecrease

Profit and risk allowance

10% - 13%

13% - 15%DecreaseIncrease

Valuations reflect, where appropriate:

• The type of tenants actually in occupation or responsible for meeting lease commitments or likely to be in occupation after letting

vacant accommodation, and the market’s general perception of their creditworthiness;

• The allocation of maintenance and insurance responsibilities between Precinct and the lessee; and

• The remaining economic life of the property. When rent reviews or lease renewals are pending with anticipated reversionary

increases or decreases, it is assumed that all notices and where appropriate counter-notices have been served validly and within

the appropriate time.

81
ANNUAL REPORT 2021

Valuation methodologies

Income capitalisation approachDetermines fair value by capitalising the net income at a

capitalisation rate reflecting the nature, location and tenancy

profile of the asset. Subsequent near term capital adjustments

are then made which typically include letting-up allowances for

vacancy and pending expiries, capital expenditure allowances

and under/over renting reversions.

Discounted cash flow analysisA financial modelling methodology assessing the long-term return

that is likely to be derived from an asset. Explicit assumptions are

required for rental income growth, leasing up metrics on expiries

along with terminal value at the end of the cash flow period,

typically a 10 year horizon. A market-derived discount rate is then

applied to the assessed cash flows and discounted to a present

value to determine fair value.

Sales comparison approachFair value is determined by applying positive and negative

adjustments to recently transacted assets of a similar nature.

Residual approachA methodology normally used for property which is undergoing,

or is expected to undergo, redevelopment. Fair value is

determined by firstly calculating a gross realisation which

forecasts what a property is worth on completion and deducts all

costs associated with the development of the property. These

costs typically include letting and sale costs, a market required

profit and risk margin, construction costs and finance costs.

Unobservable inputs within the income capitalisation approach

Gross market rentThe estimated rental amount which a tenancy within a property

is expected to achieve under a new arm’s length transaction

including a share of the property operating expenses.

Core capitalisation rateThe income return produced by an investment expressed as a

percentage of the capital value. The capitalisation rate which is

applied to a property’s net market income is determined through

analysis of comparable sales transactions.

Unobservable inputs within the discounted cash flow analysis

Discount rateThe rate of return used to convert a property’s future cash flows

to present value. The discount rate is determined through analysis

of comparable sales.

Terminal capitalisation rateThe rate used to convert income into an indication of the

anticipated value of the property at the end of the cash flow

period.

Rental growth rateThe growth rate applied to the market rental over the cash flow

period.

Additional unobservable inputs within the residual approach

Profit and risk allowanceThe market level of return for a typical developer to receive on

their outlay in order to undertake the respective development

having regard to the relative risks (e.g. leasing progress, fixed

price contract, programme/staging) of the project at that point

in time.

Forecast development costsAll costs associated with the development of the property. These

costs typically include letting and sale costs, construction costs

and finance costs.

82
Notes to the Financial Statements (Continued)

For the year ended 30 June 2021

PRECINCT PROPERTIES NEW ZEALAND LIMITED

10. Internalisation of Management

On 31 March 2021 Precinct terminated the Management Services Agreement with AMP Haumi Management Ltd ("AHML").

Precinct paid AHML $213.9 million for the termination of the Management Services Agreement. In addition, Precinct acquired certain

assets of AHML (comprising $1.1 million, for which a payment of $1.1 million was paid by Precinct). Accordingly the net consideration

paid for the termination of the Management Services Agreement and purchase of certain assets was $215.0 million. The previous

employees of AHML are now directly employed by Precinct.

Judgement was involved in determining whether these transactions met the definition of a business combination in accordance with

NZ IFRS 3 Business Combinations. It has been determined that this transaction was a business combination. A business consists of inputs

and processes applied to those inputs that have the ability to create outputs. In making this assessment, the key consideration was

whether processes were being acquired. The inputs included the fixed assets and the employees of AHML. The conclusion is that the

processes were being acquired in the form of the knowledge, skills and experience of the workforce in carrying out the property

management processes.

The cancellation of the Management Services Agreement terminates the pre-existing relationships between Precinct and AHML.

$213.9 million of the consideration transferred has been attributed to the extinguishment of the pre-existing relationships and has been

included in the Consolidated Statement of Comprehensive Income. These arrangements did not contain any substantive settlement

provisions that were reasonably available to Precinct. It was also determined that there were no favourable or unfavourable terms in

the arrangements when compared with terms for current market transactions for similar arrangements. Accordingly, no settlement gain

or loss arose from the settlement of the pre-existing relationships. Costs of $3.1 million relating to the internalisation are also recognised

in the Consolidated Statement of Comprehensive Income for the period.

Identifiable assets acquired

The following table summarises the recognised amounts of assets acquired and liabilities assumed at the date of acquisition:

Amounts in $ millions31 March 2021

Property, plant & equipment1.1

Total identifiable net assets acquired

1.1

No goodwill arose as a result of this transaction.

11. Intangible Assets

a) Reconciliation of carrying amount

Amounts in $ millionsCustomer

relationshipsBrandsGoodwillTotal

Cost

Balance at 1 July 20202.00.816.5

19.3

Acquisition through business combination---

-

Balance at 30 June 20212.00.816.5

19.3

Accumulated amortisation

Balance at 1 July 20200.4--

0.4

Amortisation0.3--

0.3

Impairment loss--9.7

9.7

Balance at 30 June 20210.7-9.7

10.4

Carrying amounts at 30 June 2021

1.30.86.8

8.9

b) Amortisation

The amortisation of customer relationships is included in other expenses.

83
ANNUAL REPORT 2021

c) Impairment testing

For the purposes of impairment testing, goodwill has been fully allocated to the Flexible Space operating segment (Generator).

Generator's operations involve the operation of co-working and shared space.

The recoverable amount of Generator was based on its value in use, determined by discounting the future cash flows to be generated

from the continuing operation of Generator. Due to impacts of COVID-19 on the operations of Generator the carrying amount of

Generator was determined to be higher than its recoverable amount of $22.2 million and an impairment loss of $9.7 million was

recognised. The impairment loss was fully allocated to goodwill.

The key assumptions used in the estimation of value in use were as follows:

Amounts in $ millions30 June 202130 June 2020

Average annual discount rate (%)

11.3

14.6

Terminal value growth rate (%)

2.0

2.0

Membership revenue CAGR (%)

1

2.8

6.0

Terminal annual events revenue ($ million)

7.6

8.2

1 CAGR: compound annual growth rate

The discounted cash flow model included 10 years of cash flows. The 30 June 2020 valuation used 6 years of cash flows.

Accounting policies

Recognition and measurement

Customer relationships and brands acquired in a business combination that qualify for separate recognition are recognised as

intangible assets at their fair value. Goodwill arising on the acquisition of subsidiaries is measured at cost less accumulated

impairment losses.

Impairment testing

External, independent valuers, having appropriate recognised professional qualifications and experience, value the Generator

business at least every 12 months. This independent valuation is used to assess whether there has been any impairment to the value

of goodwill recognised in Precinct's accounts.

Subsequent expenditure

Subsequent expenditure is capitalised only when it increases the future economic benefits embodied in the specific asset to which

it relates. All other expenditure, including expenditure on internally generated goodwill and brands, is recognised in profit or loss as it

is incurred.

Amortisation

Amortisation is calculated to write off the cost of intangible assets less their estimated residual values using the straight-line method

over their estimated useful lives, and is generally recognised in profit or loss.

The estimated useful lives for current and comparative periods are as follows:

Intangible assets

Useful life

Customer relationships7 years

BrandsIndefinite

GoodwillIndefinite

Amortisation methods, useful lives and residual values are reviewed at each reporting date and adjusted if appropriate.

12. Gross Operating Revenue

Amounts in $ millions

30 June 202130 June 2020

Gross property income from rentals

148.4

114.9

Gross property income from expense recoveries

31.7

23.7

Straight line rental adjustments

4.0

0.5

Amortisation of capitalised lease incentives

(8.6)

(5.1)

Generator operating revenue

14.7

17.8

Commercial Bay Hospitality operating revenue

9.6

0.0

Total gross operating revenue199.8

151.8

84
Notes to the Financial Statements (Continued)

For the year ended 30 June 2021

PRECINCT PROPERTIES NEW ZEALAND LIMITED

Accounting policies

Recognition of revenue from investment properties

Rental income from investment property leased to clients under operating leases is recognised in the statement of consolidated

income on a straight-line basis over the term of the lease to the extent that future rental increases are known with certainty. Fixed

rental adjustments are accounted for to achieve straight line revenue recognition.

Precinct capitalises lease incentives provided to clients to the respective investment or development property in the statement of

financial position and amortises them on a straight-line basis over the term certain life of the lease.

The share of property operating expenses which are recoverable from clients is recognised as gross property income from expense

recoveries. This is associated with the provision of services relating to the operations of Precinct’s buildings (eg, cleaning, repairs and

maintenance, utilities). Precinct have assessed the performance obligations associated with these as being satisfied each month as

the services are undertaken within each building. Revenue from our clients for the recovery of operating expenses is billed monthly

and recognised in the financial statements in the same manner reflecting that recovery revenue from clients is received at the

same time that the performance obligation is satisfied.

Recognition of revenue from operating segments

Operating revenue from Generator is recognised when it transfers services to a member. It is measured based on the consideration

specified in a contract with the member.

Operating revenue from Commercial Bay Hospitality venues is recognised at the point of sale, measured at the fair value of the

consideration received.

13. Segment Information

a) Basis for segmentation

Operating segments are reported in a manner consistent with the internal reporting provided to the chief operating decision-maker.

The chief operating decision-maker has been identified as the Board of Directors.

The Group has the following reportable segments that are managed separately because of different operating strategies. The

following describes the operation of each of the reportable segments.

Reportable segment

Operations

Investment propertiesInvestment in predominately prime CBD properties

Flexible spaceOperation of co-working and shared space

HospitalityOperating of hospitality venues

b) Information about reportable segments

Information related to each reportable segment is set out below. Segment profit/(loss) before tax is used to measure performance

because management believes that this information is the most relevant in evaluating the results of the respective segments relative to

other entities that operate in the same industries.

There are varying levels of integration between the investment properties and co-working segments. This integration includes occupied

space, future leasing and events. Inter segment pricing is determined on an arm's length basis.

Amounts in $ millions30 June 202130 June 2020

Investment

properties

Flexible

spaceHospitalityTotal

Investment

properties

Flexible

spaceHospitalityTotal

Revenue

Gross operating revenue

175.514.79.6199.8

134.017.8-

151.8

Intersegment revenue

1.8-(1.8)-

(0.8)0.8-

-

Less direct operating

expenses

(52.9)(8.6)(10.6)(72.1)

(36.0)(10.0)-

(46.0)

Operating income before

indirect expenses124.46.1(2.8)127.7

97.28.6-

105.8

85
ANNUAL REPORT 2021

c) Reconciliations of information on reportable segments to NZ IFRS measurements

Amounts in $ millions30 June 202130 June 2020

Segment operating income before indirect expenses127.7105.8

Interest expense

(27.2)(5.1)

Interest income

-0.1

Other expenses

(17.5)(13.3)

Unrealised net gain / (loss) in value of investment and development properties

282.9(66.3)

Unrealised net gain / (loss) on financial instruments

19.7(1.9)

Other revenue

-26.7

Depreciation - property, plant and equipment

(1.4)(1.1)

Lease depreciation

(5.0)(5.0)

Lease interest expense

(3.9)(4.2)

Net realised gain / (loss) on sale of investment properties

(2.4)(2.5)

Impairment of goodwill

(9.8)-

Termination of management services agreement

(217.1)-

Net profit before taxation146.033.2

14. Management Expenses

Amounts in $ millions30 June 202130 June 2020

Management expenses

Audit fees

1

0.3

0.2

Directors' fees and expenses

0.9

0.8

Manager's base fees

10.2

9.9

Management expenses

2

3.8

-

Less: those recognised in direct operating expenses

(1.2)

-

Less: capitalised to properties being developed

(0.5)

-

Amortisation of intangible assets

0.3

0.3

Other

3

3.7

2.1

Total other expenses17.5

13.3

1 Fees paid or payable to the Group's auditor comprise $234,000 for audit and review of financial statements (2020: $202,000) and $51,000 for other assurance services

(2020: $42,000). Other assurance services include agreed upon procedures in respect of review of performance fee calculation ($10,000), operating expense

statement review ($22,000) and green bond assurance ($19,000).

2 Management expenses includes employee remuneration, share-based payments expense, travel, training and occupancy costs.

3 Other includes valuation fees, NZX listing fees, share registry costs, annual and interim report publication and property investigations and feasibility costs.

86
Notes to the Financial Statements (Continued)

For the year ended 30 June 2021

PRECINCT PROPERTIES NEW ZEALAND LIMITED

15. Taxation

Amounts in $ millions30 June 202130 June 2020

Net profit before taxation146.0

33.2

At the statutory income tax rate of 28.0%40.9

9.3

Unrealised (gain) on value of investment and development properties

(79.2)

18.6

Unrealised (gain) / loss on financial instruments

(5.5)

1.9

Impairment of goodwill

2.8

0.0

Disposal of depreciable assets

(0.2)

(0.5)

Capitalised interest

(4.5)

(12.0)

Prior period adjustments

(3.8)

(2.9)

Other adjustments

(2.4)

(2.6)

Depreciation

(15.9)

(6.1)

Deductible capital expenditure

-

(0.7)

Current tax expense / (benefit)(67.8)

5.0

Depreciation recovered on sale of depreciable assets10.5

1.4

Fair value of financial instruments

6.6

(4.4)

Depreciation - current year

9.1

1.0

Deferred tax - other

(0.1)

0.0

Total deferred tax expense / (benefit)15.6

(3.4)

Total taxation expense(41.7)

3.0

Effective tax rate-29%

9%

Precinct holds its properties on capital account for income tax purposes.

The group has tax losses of $212.2 million available to carry forward as at 30 June 2021 (2020: $10.2 million)

In April 2021 Precinct applied to IRD for a binding ruling to confirm that that payment for the termination of the management services

agreement is deductible for tax purposes. On 30 June 2021 Precinct received a draft response from IRD confirming the deductibility

and are still waiting for the final response to be received. For the purposes of the 30 June 2021 tax calculation Precinct has assumed

the draft ruling position. See Note 31 for further information.

Amounts in $ millions30 June 202130 June 2020

Deferred tax asset - tax losses

(59.4)

(2.8)

Deferred tax asset - fair value of financial instruments

(13.3)

(16.8)

Deferred tax liability - intangible assets on acquisition

0.6

0.7

Deferred tax liability - depreciation

64.8

55.4

Net deferred tax (asset) / liability(7.4)

36.5

Deferred tax assets

Precinct has recognised deferred tax assets relating to the fair value of financial instruments, share-based payments and accumulated

tax losses of the group.

Deferred tax liabilities

Precinct has recognised deferred tax liabilities relating to the depreciation claw-back which would arise on the sale of investment

properties at carrying value.

In estimating this deferred tax liability, Precinct has relied on independent valuers' assessments of the market value of the land and

improvements. For 30 June 2021, Precinct has then relied on insurance replacement cost reports to split the value of improvements

(being the building structure and the fixtures and fittings), identified in the independent valuer's assessments.

Imputation credit account

Imputation credits available for use as at 30 June 2021 are $nil (2020: $1,633,369).

87
ANNUAL REPORT 2021

Accounting policy

Taxation

Income tax expense comprises current and deferred tax. Income tax expense is recognised in profit or loss except to the extent that

it relates to items recognised directly in equity, in which case it is recognised in equity.

Current tax is the expected tax payable on the taxable income for the year, using tax rates enacted or substantively enacted at

the reporting date, and any adjustment to tax payable in respect of previous years.

Deferred tax is recognised using the balance sheet method, providing for temporary differences between the carrying amounts of

assets and liabilities for financial reporting purposes and the amounts used for taxation purposes.

A deferred tax asset is recognised to the extent that it is probable that future taxable profits will be available against which

temporary differences can be utilised. Deferred tax assets are reviewed at each reporting date and are reduced to the extent that

it is no longer probable that the related tax benefit will be realised.

For deferred tax liabilities or assets arising on investment property measured at fair value, it is assumed that the carrying amounts of

investment property will be recovered through sale.

16. Reconciliation of Net Profit after Tax to Adjusted Funds From Operations (AFFO)

AFFO is a non-GAAP financial measure that shows the organisation's underlying and recurring earnings from its operations and is

considered industry best practice for a REIT. This is determined by adjusting statutory net profit (under IFRS) for certain non-cash and

other items. AFFO has been determined based on guidelines established by the Property Council of Australia and is intended as a

supplementary measure of operating performance.

Amounts in $ millions30 June 202130 June 2020

Net profit after taxation

187.7

30.2

Unrealised net (gain) / loss in value of investment and development properties

(282.9)

66.3

Unrealised net (gain) / loss on financial instruments

(19.7)

1.9

Net realised loss / (gain) on sale of investment properties

2.4

2.5

Termination of management services agreement

217.1

-

Impairment of goodwill

9.8

-

Depreciation - property, plant and equipment

1.4

1.1

Depreciation recovered on sale

10.5

1.4

Deferred tax (benefit) / expense

15.7

(3.4)

IFRS 16 lease adjustments

1.9

2.3

Liquidated damages (net of tax impact)

-

(19.2)

Tax from management services termination payment

(60.8)

-

Swap closeout

3.0

-

One off item - project initialisation costs

0.7

-

Amortisations

13.8

7.9

Straightline rents

(4.0)

(0.5)

Funds from operations (FFO)96.6

90.5

Maintenance capex

(4.0)

(5.0)

Incentives and leasing costs

(7.3)

(2.8)

Adjusted funds from operations (AFFO)85.3

82.7

Weighted average number of shares for net operating income per share (millions)

1,316.5

1,313.8

Adjusted funds from operations per share (cents)6.48

6.29

This additional performance measure is provided to assist shareholders in assessing their returns for the year.

17. Earnings per Share

Amounts in $ millions

30 June 202130 June 2020

Net profit after tax for basic and diluted earnings per share ($millions)

187.7

30.2

Weighted average number of shares for basic and diluted earnings per share (millions)

1,316.5

1,313.8

Basic and diluted earnings per share (cents)14.26

2.30

There have been no new shares issued subsequent to balance date that would affect the above calculations.

88
Notes to the Financial Statements (Continued)

For the year ended 30 June 2021

PRECINCT PROPERTIES NEW ZEALAND LIMITED

18. Other Current Liabilities

Amounts in $ millions30 June 202130 June 2020

Trade creditors

6.1

6.9

Accrued expenses

24.9

17.9

Total other current liabilities31.0

24.8

19. Reconciliation of Net Profit after Taxation with Cash Inflow from Operating Activities

Amounts in $ millions30 June 202130 June 2020

Net profit after taxation187.7

30.2

Add / (less) non-cash items and non operating items

Unrealised net (gain) / loss in value of investment and development properties

(282.9)

66.3

Unrealised net (gain) / loss on financial instruments

(19.7)

1.9

Net realised (gain) / loss on sale of investment properties

2.4

2.5

Deferred tax (benefit) / expense

15.7

(3.4)

Amortisation of leasing costs and incentives

12.4

6.7

Deferred tax expense

(56.2)

-

Impairment of goodwill

9.9

-

Movement in working capital

Increase / (decrease) in creditors

(1.6)

(11.4)

Income tax payable

(0.8)

(10.6)

(Increase) / decrease in debtors

(2.9)

0.5

Net cash inflow / (outflow) from operating activities(136.0)

82.7

20. Interest Bearing Liabilities

Amounts in $ millions30 June 202130 June 2020

Interest bearing liabilities

Bank loans

317.0

366.0

US private placement

260.7

260.7

NZ senior secured bond

325.0

175.0

Convertible note

150.0

150.0

Total drawn debt1,052.7

951.7

US private placement - fair value adjustments

31.1

69.3

Convertible note - embedded financial derivative and amortisation adjustment

17.8

12.7

Capitalised borrowing costs

(5.5)

(4.8)

Net interest bearing liabilities1,096.1

1,028.9

89
ANNUAL REPORT 2021

Breakdown of borrowings:

Amounts in $ millionsHeld atMaturity

1

FacilityCoupon

1

30 June 202130 June 2020

Bank loansAmortised costFeb-25150.0Floating

2

-

-

Bank loansAmortised costJul-22260.0Floating

2

210.0

260.0

Bank loansAmortised costJul-23200.0Floating

2

-

106.0

Bank loansAmortised costMar-26250.0Floating

107.0

-

NZ senior secured bond (PCT010)Amortised costDec-2175.05.54%

75.0

75.0

NZ senior secured bond (PCT020)Amortised costNov-24100.04.42%

100.0

100.0

NZ senior secured bond (PCT030)Amortised costMay-27150.02.85%

150.0

-

Convertible note (PCTHA)Amortised costSep-21150.04.80%

150.0

150.0

US private placementFair valueJan-2565.34.13%

65.3

65.3

US private placementFair valueJan-2732.64.23%

32.6

32.6

US private placementFair valueJul-29118.44.28%

118.4

118.4

US private placementFair valueJul-3144.44.38%

44.4

44.4

Total

1,595.7

1,052.7

951.7

Weighted average term to maturity

3.5 years

3.9 years

Weighted average interest rate

before swaps (including funding

costs)

2.43%

2.50%

1 As at 30 June 2021.

2 Interest rates on bank loans are at the 90-day benchmark borrowing rate (BKBM) plus a margin. Precinct also pays facility fees.

Precinct has committed funding of $1,595.7 million (2020: $1,195.7 million) including the NZ retail bonds, convertible note and US private

placements.

All lenders (excluding convertible noteholders) have the benefit of security over certain assets of the Group. The Group has given a

negative pledge which provides that it will not permit any security interest in favour of a party other than the lenders to exist over more

than 15% of the value of its properties.

The convertible note is subordinated to all secured debt and will convert into ordinary shares of Precinct subject to a Cash Election. The

cash election allows Precinct to elect to instead pay a cash amount to Noteholders at the end of the term. The number of shares into

which each holding of notes converts will be determined by dividing the Principal Amount ($1.00 per note) by the Conversion Price,

which is the lesser of:

1. the Conversion Price Cap of $1.40; and

2. a 2% discount to the Market Price.

To substantially remove currency risk, US private placement proceeds have been fully swapped back to New Zealand dollars.

Accounting policy

Interest bearing liabilities

Bank loans and the NZ retail bond are recognised initially at fair value less any attributable transaction costs. Subsequent to initial

recognition, these liabilities are stated at amortised cost using the effective interest method.

The US private placements are recognised at fair value including translation to NZD with any gains or losses recognised in the profit

or loss as they arise. This fair value is determined using swap models and present value techniques with observable inputs such as

interest rate and cross-currency curves. The movement in fair value attributable to changes in Precinct's own credit risk is calculated

by determining the changes in credit spreads above observable market interest rates and is recognised in other comprehensive

income. This measurement falls into level 2 of the fair value hierarchy.

The convertible note embedded financial derivative is recognised at fair value with any gains or losses recognised in the profit or

loss as they arise. This fair value is determined using the black-scholes model with observable inputs such as Precinct's share price

and it historic standard deviation, the convertible note strike price and the risk free rate . This measurement falls into level 2 of the

fair value hierarchy.

Borrowing costs directly attributable to the acquisition, construction or production of a qualifying asset are capitalised as part of the

cost of that asset.

90
Notes to the Financial Statements (Continued)

For the year ended 30 June 2021

PRECINCT PROPERTIES NEW ZEALAND LIMITED

21. Lease Liabilities

Precinct has entered into ground leases (as lessee) and property leases (Generator as lessee). Ground leases have remaining non-

cancellable lease terms of between one and 51 years. Generator property leases have remaining non-cancellable lease terms of

between one and 12 years.

Amounts in $ millions30 June 202130 June 2020

Investment

propertiesFlexible spaceTotal

Investment

propertiesFlexible spaceTotal

Current

-3.23.2-3.03.0

Non-current

3.034.137.13.037.440.4

Total lease liabilities3.037.340.33.040.443.4

Accounting policy

Leases

At contract inception Precinct assesses whether a contract is, or contains, a lease. Where a contract conveys the right to control

the use of an identified asset for a period of time in exchange for consideration it is considered a lease.

Precinct as a lessee

Precinct applies a single recognition and measurement approach for all leases, except for short-term leases and leases of low-value

assets where IFRS 16 recognition exemptions are applied. Precinct recognises lease liabilities to make lease payments and right-of-

use assets representing the right to use the underlying assets.

Right-of-use assets

Precinct recognises right-of-use assets at the commencement date of the lease (i.e., the date the underlying asset is available for

use). Right-of-use assets are measured at cost, less any accumulated depreciation and impairment losses, and adjusted for any

remeasurement of lease liabilities. The cost of right-of-use assets includes the amount of the lease liabilities recognised, initial direct

costs incurred and lease payments made at or before the commencement date less any lease incentives received. Right-of-use

assets are depreciated on a straight-line basis over the term certain life of the lease.

Lease liabilities

At the commencement date of the lease Precinct recognises lease liabilities measured at the present value of lease payments to

be made over the lease term. The lease payments include fixed payments (including in-substance fixed payments) less any lease

incentives receivable, variable lease payments that depend on an index or a rate and amounts expected to be paid under

residual value guarantees. The lease payments also include the exercise price of a purchase option reasonably certain to be

exercised by Precinct and payments of penalties for terminating the lease if the lease term reflects Precinct exercising the option to

terminate. Variable lease payments that do not depend on an index or a rate are recognised as expenses in the period in which

the event or condition that triggers the payment occurs.

In calculating the present value of lease payments Precinct uses its incremental borrowing rate at the lease commencement date

because the interest rate implicit in the lease is not readily determinable. After the commencement date, the amounts of lease

liabilities is increased to reflect the accretion of interest and reduced for the lease payments made. In addition, the carrying

amount of lease liabilities is remeasured if there is a modification, a change in the lease term, a change in the lease payments (e.g.,

changes to future payments resulting from a change in an index or rate used to determine such lease payments) or a change in

the assessment of an option to purchase the underlying asset.

91
ANNUAL REPORT 2021

22. Derivative Financial Instruments

Amounts in $ millions30 June 202130 June 2020

Fair value of derivative financial instruments

Current assets

2.2

-

Non-current assets

1

32.3

95.2

Current liabilities

-

(1.7)

Non-current liabilities

(50.9)

(84.5)

Total(16.4)

9.0

Notional contract cover (fixed payer)

905.0

945.0

Notional contract cover (fixed receiver)

475.0

325.0

Notional contract cover (cross currency swaps - fixed receiver)

260.7

260.7

Percentage of net drawn borrowings fixed

54.1%

55.7%

Weighted average term to maturity (fixed payer)

4.0 years

3.9 years

Weighted average interest rate after swaps (including funding costs)

3.38%

3.88%

1 This includes the cross currency interest rate swap valuation of $25.1 million (June 2020: $76.0 million) and a net debit value adjustment of $1.0 million (June 2020:

$0.8 million credit).

Amounts in $ millions30 June 202130 June 2020

Unrealised net gain / (loss) on financial instruments

Interest rate swaps

23.8

(17.1)

US private placement

1

(0.1)

1.2

Convertible note option

(4.0)

14.0

Subtotal unrealised net gain / (loss) on financial instruments19.7

(1.9)

Credit risk adjustments on financial liabilities designated at fair value through profit or loss

(10.8)

6.8

Total unrealised net gain / (loss) on financial instruments8.9

4.9

1 This is the net impact, excluding the credit risk adjustment, of the movement in value of the cross currency interest rate swap and the US private placement notes.

Accounting policy

Derivative financial instruments

Precinct uses derivative financial instruments (interest rate and cross currency swaps) to manage its exposure to interest rate and

foreign exchange risks arising from operational, financing and investment activities.

Derivative financial instruments are recognised initially at fair value and subsequently re-measured and carried at fair value. They

are carried as assets when the fair value is positive and liabilities when the fair value is negative. The gain or loss on re-measurement

to fair value is recognised directly in profit or loss.

The fair value is the estimated amount that Precinct would receive or pay to terminate the swap at the balance date, taking into

account current rates and creditworthiness of the swap counterparties. This is determined using swap models and present value

techniques with observable inputs such as interest rate and cross-currency curves. The fair value of derivatives fall into level 2 of the

fair value hierarchy.

23. Capital Commitments

Precinct has $260.1 million of capital commitments as at 30 June 2021 (2020: $103.7 million) relating to construction contracts.

92
Notes to the Financial Statements (Continued)

For the year ended 30 June 2021

PRECINCT PROPERTIES NEW ZEALAND LIMITED

24. Operating Lease Commitments

Precinct has entered into investment property leases (as lessor) which have remaining non-cancellable lease terms of between one

and 38 years.

Future minimum rentals receivable under non-cancellable operating leases are as follows:

Commitments as lessor (receivable)

Amounts in $ millions30 June 202130 June 2020

Within one year

185.0

180.5

After one year but not more than five years

657.0

609.2

More than five years

763.4

681.1

Total1,605.4

1,470.8

The commitments above are calculated based on contract rates using the term certain expiry dates of lease contracts. Actual rental

amounts in future may differ due to rent review provisions within the lease agreements.

25. Contingencies

a. Contingent liabilities

There are no contingent liabilities as at 30 June 2021 (June 2020: $nil).

b. Contingent assets

There are no contingent assets as at 30 June 2021 (June 2020: $nil).

26. Share-Based Payments

a) Description of share-based payment arrangements

On 1 April 2021, Precinct introduced a long-term incentive scheme (‘scheme’) for key management personnel and senior executives.

Under this scheme, share rights were issued which entitles participants to receive ordinary shares in Precinct within the period of 15-39

months. Vesting of share rights are subject to achieving service and/or performance conditions and is classified as equity-settled. These

are at-risk payments designed to align the reward for senior management personnel and senior executives with the enhancement of

shareholder value over a multi-year period.

The key terms and conditions related to the grants under this scheme are as follows:

Restricted share rights

(granted to senior

management personnel

and senior executives)

Vest over service periods of 15, 27 and 39 months provided the participant remains employed by

Precinct.

Performance share rights

(granted to senior

executives)

Vest over 39 months (assessment period) if the related performance hurdle is met and participant

remains employed by Precinct. These will vest as follows:

Absolute TSR rights (one-third of performance share rights)

If Precinct's TSR exceeds a specified annualised compounding rate.

Relative TSR rights (one-third of performance share rights)

Over the assessment period on a progressive vesting scale based on Precinct's TSR relative to the TSR of

property group comprising other listed property issuers.

FFO growth rights (one-third of performance share rights)

Over the assessment period on a progressive vesting scale based on Precinct's FFO growth per share

relative to CPI growth rate.

TSR - Total shareholder's return; FFO - Funds from operations

On vesting date, subject to meeting the service and performance conditions as above, each share right converts to one ordinary

share. Key management personnel and senior executives are liable for tax on the shares received at this point.

b) Reconciliation of outstanding share rights

Number of share

rights

30 June 2021

Outstanding at 1 July 2020

-

Exercised during the year

-

Granted during the year

2,836,145

Outstanding at 30 June 2021

2,836,145

93
ANNUAL REPORT 2021

c) Fair value measurement of share rights

The fair value of the employee share rights awarded has been measured using a binomial model and Monte Carlo simulation. Service

and non-market performance conditions attached to the arrangements were not taken into account in measuring fair value.

The inputs used in the measurement of fair values at grant date of the award share rights were as follows:

2021 scheme

Restricted share

rights 1

Restricted share

rights 2

Restricted share

rights 3

Absolute TSR

rights

Relative TSR

rights

FFO growth

Fair value ($)1.6381.6381.6380.5100.6301.410

Share price ($)1.6301.6301.6301.6301.6301.630

Expected volatility (%)N/AN/AN/A19.7019.7019.70

Expected life1 yr 3 mths2 yrs 3 mths3 yrs 3 mths3 yrs 3 mths3 yrs 3 mths3 yrs 3 mths

Risk free rate (%)N/AN/AN/A0.570.570.57

Expected volatility has been based on an evaluation of the historical volatility of the Precinct’s share price, particularly over the

historical period commensurate with the expected term. The expected term of the share rights has been based on historical

experience and general option holder behaviour. The risk-free rate reflects the interpolated rate for the period of 3 years and 3 months

based on data sourced from the Reserve Bank of New Zealand.

The management expense relating to the LTI scheme for the year ended 30 June 2021 is $0.3 million with a corresponding increase in

the share-based payments reserve. The unamortised fair value of the remaining share rights at 30 June 2021 is $2.4 million.

Accounting Policy

Recognition and measurement

The grant-date fair value of share-based payment arrangements granted to employees is generally recognised as an expense, with

a corresponding increase in equity, over the vesting periods of the awards. The amount recognised as an expense is adjusted to

reflect the number of awards for which the related service and non-market performance conditions are expected to be met, such

that the amount ultimately recognised is based on the number of awards that meet the related service and non-market

performance conditions at the vesting date. For share-based payment awards with non-vesting conditions, the grant date fair

value of the share-based payment is measured to reflect such conditions and there is no true-up for differences between expected

and actual outcomes.

Key estimates and assumptions

It has been assumed that the key management personnel and senior executives will remain employed with Precinct on each of the

vesting dates and that the non-market performance conditions will be met.

27. Related Party Transactions

As outlined in Note 10, Precinct internalised its management on 31 March 2021. From this date no further fees were payable to the

manager. Instead the costs of managing Precinct have been incurred directly. The information below relates to fees paid to the former

manager prior to internalisation.

Amounts in $ millions30 June 202130 June 2020

Fees chargedOwing at

30 June

Fees chargedOwing at

30 June

Base management services fee

9.9-

9.50.9

Leasing fees

1.3-

1.0-

Development manager fees

5.8-

11.36.8

Acquisition and disposal fees

0.2-

0.4-

Generator management fee

0.3-

0.4-

Recoverable services fee

4.4-

4.20.0

Total21.9-

26.87.7

a) Base management services fee

The base management services fee structure was as follows:

• 0.55% of the value of the investment properties to the extent that the value of the investment properties is less than or equal to

$1 billion; plus

• 0.45% of the value of the investment properties to the extent that the value of the investment properties is between $1 billion and

$1.5 billion; plus

• 0.35% of the value of the investment properties to the extent that the value of the investment properties exceeds $1.5 billion.

These fees were expensed through indirect other expenses in the year in which they arise.

94
Notes to the Financial Statements (Continued)

For the year ended 30 June 2021

PRECINCT PROPERTIES NEW ZEALAND LIMITED

b) Performance fee

The performance fee was based on Precinct's quarterly adjusted equity total returns relative to its peers in the NZ listed property sector

as measured by the NZX listed property index. The performance fee was calculated as 10% of Precinct's quarterly performance in

excess of a benchmark index, subject to an outperformance cap of 1.25% per quarter and after taking into account any brought

forward surpluses or deficits from prior quarters. No performance fee was payable in quarters where equity total returns were negative.

These fees were expensed through indirect other expenses in the year in which they arise.

c) Leasing fees

Precinct paid the Manager leasing fees where the manager had negotiated leases instead of or alongside a real estate agent.

Leasing fees were capitalised to the respective investment or development property in the Statement of Financial Position and

amortised over the term certain life of the lease.

d) Development manager fees

Precinct paid development manager fees where the manager acted as development manager on Precinct developments.

These fees were capitalised to the respective investment or development property in the Statement of Financial Position.

e) Acquisition and disposal fees

Precinct paid fees to the manager for managing the sale or purchase of properties instead of or alongside a real estate agent.

Acquisition fees were capitalised to the respective investment or development property in the Statement of Financial Position.

Disposal fees were expensed through net realised gain or loss on sale of investment properties in the year in which they arise.

f) Recoverable services fee

Precinct paid a property and facilities management fee as well as the cost of legal and marketing services on a cost recovery basis to

the manager.

These fees were expensed through direct operating expenses in the year in which they arise.

g) Generator management fee

As agreed between the boards of Precinct and AHML, a management fee of $400,000 per year was charged for the provision of

management services to Precinct relating to its investment in Generator.

These fees were expensed through indirect other expenses in the year in which they arise.

h) Other transactions with the manager

Prior to internalisation, other than in respect of the Generator and Commercial Bay Hospitality businesses, Precinct did not employ

personnel in its own right. Under the terms of the Management Services Agreement, the manager was appointed to manage and

administer Precinct. The manager was responsible for the remuneration of personnel providing management services to Precinct until

31 March 2021.

Precinct received rental income from AMP Haumi Management Limited, AMP Capital Investors (New Zealand) Limited and AMP

Services (NZ) Limited, being the Manager or companies related to the Manager for premises leased in HSBC Tower, AMP Centre and

NTT Tower. Total rent received by Precinct from these parties during the year was $3,615,866 (2020: $3,529,457). As at 30 June 2021 an

amount of $2,267 was owing to Precinct from AMP Capital Investors (New Zealand) Limited(2020: $4,208 owing from Precinct).

i) Related party debts

No related party debts have been written off or forgiven during the year (2020: $nil).

28. Key Management Personnel

Amounts in $ millions30 June 202130 June 2020

Directors' fees

0.8

0.6

Executive team remuneration

1

0.7

-

Total1.5

0.6

1 Remuneration of the executive team post internalisation of management.

95
ANNUAL REPORT 2021

29. Capital Management

The Group's capital includes ordinary shares, retained earnings and interest bearing liabilities. When managing capital, management's

objective is to ensure Precinct continues as a going concern as well as to maintain optimal returns to share holders and benefits for

other creditors. Management also aims to maintain a capital structure that ensures the lowest cost of capital is available to Precinct.

Precinct meets its objectives for managing capital through its investment decisions on the acquisition and disposal of assets,

developments, dividend policy, share buy backs and issuance of new shares.

Precinct’s banking covenants require total liabilities (excluding deferred tax, derivative financial instruments and sub-ordinated debt

liability) to not exceed 50% of total assets. Precinct has complied with this requirement during this year and the previous year.

Precinct’s policy in respect of capital management is reviewed regularly.

30. Financial Risk Management

In the normal course of business through the use of financial instruments, Precinct is exposed to interest rate risk, credit risk and liquidity

risk. The Board agrees and reviews policies for managing each of these risks.

Financial instruments held:

Amounts in $ millions30 June 202130 June 2020

At amortised

cost

Fair value

through profit or

lossTotal

At amortised

cost

Fair value

through profit

or lossTotal

Financial assets

Cash

8.3-8.3

7.8-7.8

Debtors

6.4-6.4

7.2-7.2

Derivative financial

instruments

-36.736.7

-95.295.2

Total14.736.751.4

15.095.2110.2

Financial liabilities

Other current liabilities

31.0-31.0

24.8-24.8

Interest bearing liabilities

792.0291.81,083.8

691.0330.01,021.0

Derivative financial

instruments

-50.950.9

-86.286.2

Total823.0342.71,165.7

715.8416.21,132.0

a) Interest rate risk

Interest rate risk is the risk that fluctuations in interest rates impact the Group's financial performance, future cash flows or the fair value

of its financial instruments.

Precinct’s policy is to manage its interest rates using a mix of fixed and variable rate debt. Precinct’s policy is to keep at least 60%

(based on a one year horizon) of its interest bearing liabilities at fixed rates of interest. To manage this mix Precinct enters into interest

rate swaps, in which Precinct agrees to exchange, at specified intervals, the difference between fixed and variable rates for interest

calculated by reference to an agreed-upon notional principal amount. These swaps are designed to economically hedge underlying

debt obligations.

The following table demonstrates the sensitivity to a reasonably possible change in interest rates on interest bearing liabilities, after the

impact of hedging with all other variables held constant.

Amounts in $ millions30 June 202130 June 2020

Effect on profit

or equity

Effect on profit

or equity

25 basis point increase

(1.2)

(1.1)

25 basis point decrease

1.2

1.1

b) Credit risk

Credit risk represents the risk that the counterparty to the financial instrument will fail to discharge an obligation and cause the Group

to incur a financial loss. Financial instruments which subject Precinct to credit risk principally consist of cash, debtors and derivative

financial instruments in an asset position. Precinct’s exposure to credit risk is equal to the carrying value of the financial instruments.

Precinct conducts credit assessments to determine credit worthiness prior to entering into lease agreements. In addition, debtor

balances are monitored on an ongoing basis with the result that Precinct’s exposure to bad debts is not significant.

There is no significant concentration of credit risk as financial assets are spread amongst a number of counterparties.

96
Notes to the Financial Statements (Continued)

For the year ended 30 June 2021

PRECINCT PROPERTIES NEW ZEALAND LIMITED

c) Liquidity risk

Liquidity risk is the risk that Precinct will experience difficulty in either realising assets or otherwise raising sufficient funds to satisfy

commitments associated with financial liabilities.

Precinct monitors and evaluates liquidity requirements on an ongoing basis and generates sufficient cash flows from its operating

activities to meet its obligations arising from its financial liabilities and has bank facilities available to cover potential shortfalls. The

Group’s approach to managing liquidity risk is to ensure it will always have sufficient liquidity to meet its obligations when they fall due

under both normal and stress conditions. The Group manages liquidity by maintaining adequate committed credit facilities and

spreading maturities in accordance with internal policy.

The tables below analyse Precinct’s financial liabilities (principal and interest) and net cash flows of derivative financial instruments into

relevant contracted maturity periods.

Amounts in $ millionsCarrying amount0 - 1 yr1-2 yrs2-5 yrs>5 yrsTotal contractual

cash flows

30 June 2021

Interest bearing liabilities

1,083.8255.0234.8328.9374.21,192.9

Net derivative financial

instruments

16.45.87.218.410.541.9

Other current liabilities

31.031.0---31.0

Total1,131.2291.8242.0347.3384.71,265.8

30 June 2020

Interest bearing liabilities1,021.027.0249.8579.5228.51,084.8

Net derivative financial

instruments(9.0)11.710.021.414.157.2

Other current liabilities24.824.8---24.8

Total1,036.863.5259.8600.9242.61,166.8

Accounting policy

Derecognition of financial instruments

Financial assets are derecognised when the right to receive cash flows from the financial asset has expired or when the entity

transfers substantially all the risks and rewards of the financial asset. If the entity neither retains nor transfers substantially all of the risks

and rewards, it derecognises the asset if it has transferred control of the asset. Financial liabilities are derecognised when the

obligation has expired or been transferred.

31. Events After Balance Date

Following a retail offer, on 8 July 2021 Precinct issued 19,736,842 shares at $1.52 per share.

On 14 July 2021 Precinct cancelled $50.0 million of the bank loan facility due to mature in July 2022.

On 15 July 2021 Precinct purchased Freyberg House for $49.0 million.

On 28 July 2021 Precinct received a final binding ruling from IRD confirming deductibility of the management services termination

payment.

On 11 August 2021 the Board approved the financial statements for issue and approved the payment of a dividend of $24,021,363

(1.625 cents per share) to be paid on 24 September 2021.

97
ANNUAL REPORT 2021

Independent auditor's report to the Shareholders of Precinct Properties New Zealand Limited

Opinion

We have audited the financial statements of Precinct Properties New Zealand Limited (“the company”) and its subsidiaries (together

“the group”) on pages 70 to 96, which comprise the consolidated statement of financial position of the group as at 30 June 2021, and

the consolidated statement of comprehensive income, consolidated statement of changes in equity and consolidated statement of

cash flows for the year then ended of the group, and the notes to the financial statements including a summary of significant

accounting policies.

In our opinion, the consolidated financial statements on pages 70 to 96 present fairly, in all material respects, the financial position of

the group as at 30 June 2021 and its consolidated financial performance and consolidated cash flows for the year then ended in

accordance with New Zealand equivalents to International Financial Reporting Standards and International Financial Reporting

Standards.

This report is made solely to the company's shareholders, as a body. Our audit has been undertaken so that we might state to the

company's shareholders those matters we are required to state to them in an auditor's report and for no other purpose. To the fullest

extent permitted by law, we do not accept or assume responsibility to anyone other than the company and the company's

shareholders as a body, for our audit work, for this report, or for the opinions we have formed.

Basis for opinion

We conducted our audit in accordance with International Standards on Auditing (New Zealand). Our responsibilities under those

standards are further described in the

Auditor’s responsibilities for the audit of the financial statements

section of our report.

We are independent of the group in accordance with Professional and Ethical Standard 1

International


Code of Ethics for Assurance

Practitioners (including International Independence Standards) (New Zealand)

issued by the New Zealand Auditing and Assurance

Standards Board, and we have fulfilled our other ethical responsibilities in accordance with these requirements.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Ernst & Young provides other assurance related and agreed-upon procedures services to the Group. Ernst & Young and the Group

have entered an agreement in respect of our future occupancy of a Group property. Partners and employees of our firm may deal

with the Group on normal terms within the ordinary course of trading activities of the business of the Group. We have no other

relationship with, or interest in, the Group.

Key audit matters

Key audit matters are those matters that, in our professional judgement, were of most significance in our audit of the consolidated

financial statements of the current year. These matters were addressed in the context of our audit of the consolidated financial

statements as a whole, and in forming our opinion thereon, but we do not provide a separate opinion on these matters. For each

matter below, our description of how our audit addressed the matter is provided in that context.

We have fulfilled the responsibilities described in the

Auditor's responsibilities for the audit of the financial statements

section of the

audit report, including in relation to these matters. Accordingly, our audit included the performance of procedures designed to

respond to our assessment of the risks of material misstatement of the financial statements. The results of our audit procedures,

including the procedures performed to address the matters below, provide the basis for our audit opinion on the accompanying

consolidated financial statements.

A member firm of Ernst & Young Global Limited

98
PRECINCT PROPERTIES NEW ZEALAND LIMITED

Investment and Development Property Valuations

Why significantHow our audit addressed the key audit matter

The Group’s investment and development properties have an

assessed fair value of $3,076.4 million and $232.4 million

respectively, and account for 96% of the Group’s total assets.

The Group engaged third party registered valuers to determine

the fair value of each property at 30 June 2021.

The property valuations require the use of judgments specific to

the properties, as well as consideration of the prevailing market

conditions. Significant assumptions used in the valuations are

inherently subjective and a small difference in any one of the key

assumptions, when aggregated, could result in a significant

change to the valuation of a property.

Given the market conditions at balance date, some of the third

party valuers have commented there remains some uncertainty

in relation to the adopted market assumptions given the impacts

of Covid-19 on the property market, indicating there may be a

greater range around their opinion of “market values” than would

normally be the case and/or that values and incomes may

change more rapidly and significantly than during standard

market conditions. The third party valuer of Commercial Bay

Retail reported on the basis of ‘material valuation uncertainty’,

noting that less certainty and higher degree of caution should be

attached to the valuation than would normally be the case. The

disclosures in the financial statements provide important

information about the assumptions made in the property

valuations at 30 June 2021. As a result, we consider the property

valuations and the related disclosures in the financial statements

to be significant to our audit.

For investment properties key assumptions are made in respect of:

• market rent; and

• estimated capitalisation or discount rates.

For development properties additional key assumptions are made

in respect of:

• forecast development costs; and

• profit and risk allowance.

Disclosures relating to investment and development properties

and the associated significant judgments are included in Note 9

‘Investment and Development Properties’ to the consolidated

financial statements. Disclosures in relation to the impact of

Covid-19 on the property valuations are included in Note 8ii to the

consolidated financial statements.

Our audit procedures included the following:

• Held discussions with management to understand:

– changes in the condition of each property; and

– the impact market conditions, including Covid-19, had on

the Group’s investment and development properties.

• Evaluated the Group’s internal review of the third party

valuation reports.

• Held discussions with the third party valuers to gain an

understanding of the assumptions and estimates used and the

valuation methodologies applied. This included consideration

of the impact, if any, of market conditions on key assumptions

such as market rent, capitalisation rates, discount rates,

forecast development costs and profit and risk allowances.

• Involved our real estate valuation specialists to assist with our

assessment of whether significant valuation assumptions fell

within reasonable ranges and the valuation methodologies

adopted were appropriate.

• Assessed key inputs supplied to the third party valuers by the

Group, including comparing the tenancy schedule and

specific provisions in the lease agreements to the underlying

records held by the Group.

• Assessed the significant assumptions applied by the third party

valuers for reasonableness compared to previous period

assumptions, the changing state of the properties and other

market changes.

• Assessed the competence, qualifications and objectivity of

the third party valuers.

• Considered the adequacy of the disclosures in Notes 8ii and 9,

including disclosure of the uncertainties arising from the

Covid-19 pandemic.

A member firm of Ernst & Young Global Limited

99
ANNUAL REPORT 2021

Information other than the financial statements and auditor's report

The Directors of the Company are responsible for the Annual Report, which includes information other than the consolidated financial

statements and auditor’s report.

Our opinion on the consolidated financial statements does not cover the other information and we do not express any form of

assurance conclusion thereon.

In connection with our audit of the consolidated financial statements, our responsibility is to read the other information and, in doing

so, consider whether the other information is materially inconsistent with the consolidated financial statements or our knowledge

obtained during the audit, or otherwise appears to be materially misstated.

If, based upon the work we have performed, we conclude that there is a material misstatement of this other information, we are

required to report that fact. We have nothing to report in this regard.

Directors' responsibilities for the financial statements

The Directors are responsible, on behalf of the entity, for the preparation and fair presentation of the consolidated financial statements

in accordance with New Zealand equivalents to International Financial Reporting Standards and International Financial Reporting

Standards, and for such internal control as the directors determine is necessary to enable the preparation of financial statements that

are free from material misstatement, whether due to fraud or error.

In preparing the consolidated financial statements, the Directors are responsible for assessing on behalf of the entity the Group’s ability

to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of

accounting unless the Directors either intend to liquidate the group or cease operations, or have no realistic alternative but to do so.

Auditor's responsibilities for the audit of the financial statements

Our objectives are to obtain reasonable assurance about whether the consolidated financial statements as a whole are free from

material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance

is a high level of assurance, but is not a guarantee that an audit conducted in accordance with International Standards on Auditing

(New Zealand) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are

considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of

users taken on the basis of these consolidated financial statements.

A further description of the auditor’s responsibilities for the audit of the financial statements is located at External Reporting Board’s

website: https://www.xrb.govt.nz/standards-for-assurance-practitioners/auditors-responsibilities/audit-report-1. This description forms

part of our auditor’s report.

The engagement partner on the audit resulting in this independent auditor’s report is Emma Winsloe.

Chartered Accountants

Auckland

11 August 2021

A member firm of Ernst & Young Global Limited

100
Directory.

Directory.

PRECINCT PROPERTIES NEW ZEALAND LIMITED

Precinct Properties New Zealand LimitedDirectors of Precinct

Registered Office of Precinct

Level 12,

188 Quay Street

Auckland, 1010

New Zealand

T: +64-9-927-1647

E: hello@precinct.co.nz

W: www.precinct.co.nz

Craig Stobo – Chair, Independent Director

Anne Urlwin – Independent Director

Graeme Wong – Independent Director

Nicola Greer – Independent Director

Mark Tume – Independent Director

Chris Judd – Independent Director

Mohammed Al Nuaimi – Director

Officers of PrecinctManager

Scott Pritchard, Chief Executive Officer

George Crawford, Deputy Chief Executive Officer

Richard Hilder, Chief Financial Officer

Precinct Properties Holdings Limited

Level 12,

188 Quay Street

Auckland, 1010

New Zealand

BankersAuditor

ANZ New Zealand Bank

Bank of New Zealand

ASB Institutional Bank

Westpac New Zealand

The Hong Kong and Shanghai Banking Corporation

Ernst & Young

2 Takutai Square

Britomart

Auckland 1010

New Zealand

Bond TrusteeSecurity Trustee

The New Zealand Guardian

Trust Company Limited

Level 15

191 Queen Street

Auckland

Public Trust

Level 35, Vero Centre

48 Shortland Street

Auckland 1010

Registrar – Investors

Computershare Investor Services Limited

Level 2, 159 Hurstmere Road

Takapuna, North Shore City

Private Bag 92 119

Auckland 1142

Telephone:+64-9-488-8700

Email:enquiry@computershare.co.nz

Website:www.computershare.co.nz

Fax:+64-9-488-8787

Please contact our registrar:

• To change investment details such as name, postal address or method of payment.

• For queries on dividends and interest payments.

• To elect to receive electronic communication.

---

PRECINCT PROPERTIES, ANNUAL RESULTS PRESENTATION - Page 1
Precinct Properties

30 June 2021

Results

Photo Credit: Simon Devitt

PRECINCT PROPERTIES FY21 ANNUAL RESULTS - PAGE 2
Agenda

Precinct Properties New Zealand Limited

Scott Pritchard, CEO

George Crawford, Deputy CEO

Richard Hilder, CFO

Note: All $ are in NZD

Highlights / Strategy / Key themes

Pages 3

Section 1 –Financial results & capital management

Page 11

Section 2 –Our markets

Page 20

Section 3 –Operations

Page 25

Section 4 –Developments

Page 33

Section 5 –Outlook

Page 39

PRECINCT PROPERTIES FY21 ANNUAL RESULTS - PAGE 3
Highlights

Financial Performance

•+20.7% uplift in operating income before indirect expenses

•Comprehensive income after tax of $179.9 million (2020: $35.1 million)

•6.48 cps AFFO representing a pay-out ratio of 100%

•6.50 cps dividend

•6.70 cps FY22 dividend guidance representing a 3.1% increase

Operational Performance

•98%portfolio occupancy, WALT of 7.7 years

•Contract rent growth of 7.0% on investment portfolio office leases

•Completion of 10 Madden Street on time and on budget

•GRESB score improved to 83(Global average: 70)

Capital Management

•$177 million saleof 50% interest in ANZ Centre

•$250 million of new bank facilities established

•$150 million green bonds successfully issued

•$250 million equity issue to fund acquisitions

•Strong balance sheet, gearing of 28%

PRECINCT PROPERTIES FY21 ANNUAL RESULTS - PAGE 4
Internalisation

•Precinct internalised its Management function in March 2021

•Overall net cost to Precinct of ~$145 million

•Provides significant benefits to Precinct and its shareholders

•Positions the business to deliver on the next phase of its strategy

Pro forma

AFFO

Accretion

Increased

alignment

of

interests

Management

fee savings

Retention of

Management

staff

PRECINCT PROPERTIES FY21 ANNUAL RESULTS - PAGE 5
Our Strategy

Precinct is a specialist city centre real estate investment company. It invests in

highquality strategically located city centre real estate with a focus on

sustainability.

•Following management internalisation, strategic options remain under

review including:

•Third party capital

•Passive: Funds Management

•Active: Development partnerships, particularly for large scale or non-core projects

•City-centre residential development

20142021

Size$1.75 b$3.3 b

Age26 yrs12 yrs

Maint. Capex0.60-0.80% p.a0.30% p.a

AKL Weighting60%71%

QualityA-gradePremium

Portfolio transformation

4.00 cps

4.50 cps

5.00 cps

5.50 cps

6.00 cps

6.50 cps

7.00 cps

2016201720182019202020212022F

Adjusted funds from operationsDividend (cps)

AFFO and Dividend per share growth

PRECINCT PROPERTIES FY21 ANNUAL RESULTS - PAGE 6
Strategy progress

Operational excellence

•Business has demonstrated significant resilience with quality occupier

base and solid demand for new developments

•Precinct received a 2020 Global Real Estate Sustainability Benchmark

(GRESB) score of 83 (Global average: 70)

•Office portfolio positioned well for occupier trends driven by Covid-19

with flight to quality accelerating

•Balance sheet strengthened to enable funding for growth

opportunities

•Launched Sustainable debt programme and published Climate-

related Financial Disclosure document

Developing the future

•10 Madden Street completed on time and on budget

•40 and 44 Bowen Street construction commenced and progressing

well with leasing 87% complete

•Deloitte Centre construction commenced and leasing materially

advanced

Empowering people

•Internalisation and retention of management now ensures greater

alignment

•Circa 200 FTE employees across Precinct, Generator and Commercial

Bay Hospitality businesses

PRECINCT PROPERTIES FY21 ANNUAL RESULTS - PAGE 7
Key themes

City Centres

•City centre continuing to recover with public

transport usage at 80% of pre-covid levels

•Demand for city centre real estate remains

•Pedestrian count has recovered significantly in

past 6 months

Occupier Market

•Two-tier occupier market with clear location

and quality bias

•PCT portfolio over 90% of physical occupation

•Workplace strategies are changing for the

better

Construction costs

•Supply chain pressures presenting risk to

project programmes

•Labour shortage driving increased costs

•Quality of the main contractor is critical

Inflation

•Costs expected to rise driven by the increase

in the cost of labour

•PCT portfolio presents a good hedge to

inflation with ~70% of lease events subject to

structured reviews

PRECINCT PROPERTIES FY21 ANNUAL RESULTS - PAGE 8
City centres

+27%

Increase in Wellington public

service FTEs (2017 to 2020)

+84,000m

2

Implied increase in demand from

change in Govt. FTEs (15.2m

2

per FTE)

Wellington –Crown employment continues

to dominate

Auckland –Return to the city accelerating

79%

AKL waterfront pedestrian counts Jun-21

(rolling 3 months average) vs. pre-pandemic

pcp (Dec-20: 69%)

73%

AKL Metro weekly patronage Jun-21

(rolling 3 months average) vs. pre-

pandemic pcp (Dec-20: 67%)

Notably, these figures exclude International tourists

0%

10%

20%

30%

40%

50%

60%

70%

80%

90%

100%

-

200,000

400,000

600,000

800,000

1,000,000

1,200,000

1,400,000

1,600,000

1,800,000

Auckland Waterfront Pedestrian Count

Ped Count% pre-pandemic

15,000

20,000

25,000

30,000

0

50,000

100,000

150,000

200,000

250,000

300,000

350,000

400,000

450,000

FY12FY13FY14FY15FY16FY17FY18FY19FY20

Wellington Public Service Sector FTE

Est. office footprint* (LHS)No. FTE (RHS)

* Range assumes density between 1:12m

2

to 1:16m

2

PRECINCT PROPERTIES FY21 ANNUAL RESULTS - PAGE 9
0%

20%

40%

60%

80%

100%

Apr-20Q2-20Q3-20Q4-20H1-21

% of 2018/19 average

PCT occupier trends

Work from office remains a priority

•Client survey completed in Feb-21 confirmed

PCT client workplace strategies continue to

prioritise working from office

•~85% of client employees have

returned to the office

•Supported by consumption data

which confirms steady recovery in

physical occupancy over the past

twelve months

PCT occupiers operating at capacity

•Client survey indicate 95% of PCT clients

require the same or more space to operate

•Increase in area requirement despite

65% of respondents allowing WFH for

up to 3 days per week

•Growth in Generator leasing enquiry over

past 12 months reflects business confidence

and focus on evolving workplace strategies

As measured by comparing actual total waste vs the average for 2018 & 2019

(AON Centre and Jarden House )

Generator quarterly enquiry

0

50

100

150

200

Dec-19Mar-20Jun-20Sep-20Dec-20Mar-21Jun-21

Physical building occupancy

PRECINCT PROPERTIES FY21 ANNUAL RESULTS - PAGE 10
Key PCT occupier considerations

Location and asset quality remain key themes

•28,200m

2

development pre-commitment

secured post-Covid totalling circa $250m of

operating lease commitments

•Survey of key pre-commit clients indicated:

•Asset quality and location equally

ranked as most important factor when

committing to new premises

•Employee productivity and cross-team

collaboration considered to be most

important benefit provided by premises

•Respondents indicated workplace

design will feature more collaboration

space than their current premises

Asset quality

Top 3 considerations

Location

Talent attraction

“Employee productivity”

Perceived benefits

“Cross-team collaboration”

“Company culture and talent

attraction”

16%

43%

TechnologyProfessional ServicesGovernmentCorporateOther

Composition of post-Covid development pre-commitment

Section 1
Financial results

& capital

management

PRECINCT PROPERTIES FY21 ANNUAL RESULTS - PAGE 12
Financial performance

$179.9 m

Total comprehensive income after

tax

+20.7%

Increase in operating income

before indirect expenses

$282.9 m

Full year revaluation gain

For the 12 months ended30 June 202130 June 2020

($m)AuditedAuditedMovement

Operating income before indirect expenses$127.7 m$105.8 m+$21.9 m

Indirect expenses ($17.5 m)($13.3 m)($4.2 m)

Net interest expense ($27.2 m)($5.0 m)($22.2 m)

Operating income before income tax$83.0 m$87.5 m($4.5 m)

Unrealised net gain / (loss) in value of investment and

development properties

$282.9 m($66.3 m)+$349.2 m

Unrealised net gain / (loss) on financial instruments$19.7 m($1.9 m)+$21.6 m

Termination of management services agreement($217.1 m)($217.1 m)

Other non-operating expenses($22.5 m)$13.9 m($36.4 m)

Net profit before taxation$146.0 m$33.2 m+$112.8 m

Current tax expense$67.8 m($5.0 m)+$72.8 m

Deferred tax (expense) / benefit & deprecation recovered($26.1 m)$2.0 m ($28.1 m)

Net profit after income tax attributable to equity holders$187.7 m$30.2 m+$157.5 m

Other comprehensive income / (expense)($7.8 m)$4.9 m($12.7 m)

Total comprehensive income after tax attributable to equity

holders

$179.9 m$35.1 m+$144.8 m

PRECINCT PROPERTIES FY21 ANNUAL RESULTS - PAGE 13
Operating income

•Like-for-like net property income (NPI) rose

1.2%, with Wellington increasing 2.2%

•Following the completion of Mayfair

House, Commercial Bay and 10 Madden

Street overall NPI rose $27.2m

Covid impacts to operating income

1. Temporary timing differences

•Delays in the occupation of Commercial

Bay resulted in lower than anticipated

income ($5m)

•Partly offset by higher income at

HSBC Tower, 1 Queen Street & ANZ

Centre (+$2.3m)

2. Retail

•$1.1m of retail support

•GOC caps for tourism related retailers

resulted in lower Commercial bay retail

income

3. Operating businesses

•Disruptive period impacted by

lockdowns and opening delays for both

businesses

1 – Generator operating income of $6.1m excludes rent expense of $6.9m due

to IFRS 16 resulting in an EBITDA loss of ($0.8m) (2019: $1.8m).

For the 12 months ended

$m (Audited)

30 June 202130 June 2020


Auckland$41.8 m$41.6 m+$0.2 m

Wellington$31.6 m$30.9 m+$0.7 m

Investment portfolio$73.4 m$72.5 m+$0.9 m

Transactions and Developments$52.1 m$26.5 m+$25.7 m

Subtotal$125.5 m$98.9 m+$26.6 m

COVID-19 Impact($1.1 m)($1.7 m)+$0.6 m

Total net property income$124.4 m$97.2 m+$27.2 m

Generator$6.1 m$8.6 m($2.5 m)

CBHL($2.8 m)-($2.8 m)

Operating income before indirect expenses$127.7 m$105.8 m+$21.9 m

Operating income reconciliation

$90.0 m

$100.0 m

$110.0 m

$120.0 m

$130.0 m

$140.0 m

PRECINCT PROPERTIES FY21 ANNUAL RESULTS - PAGE 14
AFFO

6.48 cps

+3.0% y-o-y

•Operating performance

measured by funds from

operations (FFO) per share

grew by 6.5%

•Adjusted FFO (AFFO), a

measure of dividend paying

capacity grew by 3.0%

•~100% AFFO pay-out ratio

•Increased incentives reflecting

leasing transactions at HSBC

Tower and AON Centre

FFO and AFFO

For the 12 months ended30 June 202130 June 2020Movement

Operating income before indirect expenses $127.7 m $105.8 m +$21.9 m

Indirect expenses ($17.5 m)($13.3 m)($4.2 m)

Net interest expense ($27.2 m)($5.0 m)($22.2 m)

Operating profit before tax $83.0 m $87.5 m ($4.5 m)

Current tax expense$67.8 m ($5.0 m)+$72.8 m

Operating profit after tax$150.8 m $82.5 m +$68.3 m

Adjusted for:

Generator rent expense (IFRS 16)¹($7.0 m)($7.0 m)($0.0 m)

Tax impact from MSA termination and liquidated damages($60.8 m)$7.5 m ($68.3 m)

Swap closeout $3.0 m -+$3.0 m

One off item Project Initialisation Costs²$0.7 m -+$0.7 m

Amortisations of incentives and leasing costs$13.8 m $7.9 m +$5.9 m

Straight-line rents($4.0 m)($0.5 m)($3.5 m)

Funds from Operations (FFO)$96.6 m $90.5 m +$6.1 m

FFO per weighted security7.34 cps6.89 cps

Dividend pay out ratio to FFO89%92%

Adjusted Funds From Operations

Maintenance capex($4.0 m)($5.0 m)+$1.0 m

Investment portfolio - Incentives and leasing fees($7.3 m)($2.8 m)($4.5 m)

Adjusted Funds From Operations (AFFO)$85.3 m $82.7 m +$2.6 m

AFFO per weighted security6.48 cps6.29 cps

Dividend paid in financial year6.50 cps6.30 cps

Dividend pay out ratio to AFFO100%100%

1- Generator rent expense is excluded from operating profit due to IFRS 16

2- Project initiation costs primarily associated with the unsuccessful acquisition of 4-10 Mayoral Drive,

Auckland from Auckland Council

PRECINCT PROPERTIES FY21 ANNUAL RESULTS - PAGE 15
Tax overview

•Tax loss in the period resulted in a

tax benefit of $67.8 million

•Deferred tax asset (DTA) related to

tax losses carried forward

Outcome due to:

•The reintroduction of depreciation

on structure;

•Expenditure relating to testing,

removal and encapsulation of

contaminants as part of the

demolition of building structure

$13m (2016 - 2019); and

•The IRD confirming the deductibility

of the termination payment

Future financial periods

•Precinct will continue to recognise

a tax expense, however no tax

payments will be required until the

DTA has been fully utilised

•As a result, no imputation credits will

be available for distribution

For the 12 months ended $m

30 June 202130 June 2020

Net profit before taxation$146.0 m$33.2 m

At the statutory income tax rate of 28.0% $40.9 m$9.3 m

Unrealised (gain) on value of investment and

development properties

($79.2 m)$18.6 m

Unrealised (gain) / loss on financial instruments($5.5 m)$1.9 m

Impairment of goodwill$2.8 m$0.0 m

Disposal of depreciable assets($0.2 m)($0.5 m)

Capitalised interest($4.5 m)($12.0 m)

Prior period adjustments($3.8 m)($2.9 m)

Other adjustments ($2.4 m)($2.6 m)

Depreciation($15.9 m)($6.1 m)

Deductible capital expenditure-($0.7 m)

Current tax expense / (benefit) ($67.8 m)$5.0 m

FY22 tax expense expected to remain low due

to depreciation and disposal of depreciable

assets at 1 Queen Street

PRECINCT PROPERTIES FY21 ANNUAL RESULTS - PAGE 16
Revaluations

•Revaluation gain of $282.9m or 9.3%, attributable

primarily to cap rate compression

•NAV per share of $1.52 (Jun-20: $1.45)

•Accretion from revaluation partly offset by

net termination payment

•Wellington saw the biggest % change YoY with

~78 bps of yield compression

•+15.3% investment Wellington portfolio

•+7.1% investment Auckland portfolio

•+9.8% development portfolio

Portfolio valuation

NTA movement

Value MovementCap Rates %*

30 Jun 2020

Market Value

Additions /

Disposals

30 Jun 2021

Book Value

30 Jun 2021

Market Value

Revaluation

Revaluation

%

20202021Change

Investment Properties

Wellington$746.7 m $26.5 m $773.2 m $891.3 m $118.1 m 15.3%6.1%5.3%(78 bps)

Auckland$1,928.7 m$112.2 m$2,040.9 m$2,185.2 m$144.2 m7.1%4.9%4.5%(43 bps)

Subtotal – Investment Properties$2,675.4 m$138.8 m$2,814.2 m$3,076.4 m$262.2 m

9.3%5.3%4.8%

(55 bps)

Development Properties

Bowen Campus Stage Two$28.6 m$44.6 m$73.2 m$96.5 m $23.3 m 31.8%---

30 Waring Taylor Street$6.9 m$10.7 m$17.6 m$19.4 m $1.8 m 10.2%---

One Queen Street$102.0 m$18.9 m$120.9 m$116.5 m ($4.4 m)(3.6%)---

Subtotal – Development Properties$137.5 m$74.2 m$211.7 m$232.4 m$20.7 m9.8%

n/an/an/a

Total$2,812.9 m$212.9 m$3,025.9 m$3,308.8 m$282.9 m

9.3%5.3%4.8%

(55 bps)

120.0

140.0

160.0

180.0

Jun-2020Equity issueRevaluationTermination

of MSA

Other

(rounding)

Jun-2021

NTA per share

PRECINCT PROPERTIES FY21 ANNUAL RESULTS - PAGE 17
Bank debt

54%

USPP

16%

Convertible

Note

10%

NZ Bonds

20%

Capital management

Supporting our long term strategy

Debt facility expiry profile

Key metricsJune 2021June 2020

Debt drawn ($m)$1,052.7$951.7

Gearing - banking covenant (%)28.228.8

Weighted average term to expiry (years)3.53.9

Weighted average debt cost (incl fees) (%)3.43.9

% of debt hedged (%)5456

Interest coverage ratio (previous 12 months) 2.4 x2.4 x

Total debt facilities ($m)$1,596$1,196

Funding diversity

Debt capital

markets

46%

•Multiple capital management initiatives including

selling the ANZ Centre, $400m of new debt

facilities and $250m of new equity

•Gearing as measured under banking covenants is

28.2%

•Intention remains to convert convertible note to

equity and refinance PCT010

•Weighted average interest cost of 3.4% and

hedging of 54% (63% ex PCTHA)

•Consideration for further capital recycling

$100 m

$200 m

$300 m

$400 m

Jun 22Jun 23Jun 24Jun 25Jun 26Jun 27Jun 28Jun 29Jun 30>Jun

31

Debt Facility Expiry Profile

Year ending

Bank debtUSPPNZ BondsConvertible Note

PRECINCT PROPERTIES FY21 ANNUAL RESULTS - PAGE 18
ESG Progress

Sustainability at Precinct

Improved our key performance measure, GRESB,

to 83 (Global average: 70)

•GRESB is the most relevant ESG measure for real

estate entities

•Demonstrated by 73 Australian participants

(12 listed & 61 unlisted)

•57% of AREITS considered ‘global leaders’

•Launched sustainable debt programme against

$1.9b of green assets

•Development offsetting of embodied carbon

programme established

Last reported20192020

GRESB (Global Average)7783 (70)

TCFD -Yes

MSCI ESG ratingABBB

CDPN/AB-

Green office assets by June 2021 book value*

Project MeasuredOffset tonnes CO2e

40 Bowen StreetYesYes5,959

44 Bowen StreetYesYes5,719

1 Queen Street (Structure)YesSaved9,356

1 Queen StreetYesTBC3,938

Total24,972

Embodied emissions

Green Development assetsGreen AssetsNon-Green

Green assets defined as per sustainable debt framework

(minimum 5 star Greenstar or 4 star NABERSNZ)

PRECINCT PROPERTIES FY21 ANNUAL RESULTS - PAGE 19
4.00 cps

4.50 cps

5.00 cps

5.50 cps

6.00 cps

6.50 cps

7.00 cps

2016201720182019202020212022F

Adjusted funds from operationsDividend (cps)

A $0.8b development pipeline benefiting from 90% pre-leasing will underpin a stable and

strengthening earnings profile

AFFO and dividend expected to grow due to:

•Portfolio benefiting from structured reviews

•98% occupied and 7.7 year WALT

•Revenue sourced from Government and high quality corporate occupiers

•Development activities will drive growth in quality and AFFO with average yield of ~6.1%

•High quality modern portfolio reducing recurring capex requirement

Short term AFFO outlook may be impacted if New Zealand has further lockdowns due to

Covid-19

6.70 cps

FY22 dividend guidance

Historical AFFO and Dividend

FY22 guidance

Photo Credit: Simon Devitt
Section 2

Our markets

PRECINCT PROPERTIES FY21 ANNUAL RESULTS - PAGE 21
Our city centre markets

Prime office (Auckland city centre)

•Two-tier occupier market conditions with clear location and quality bias

•Prime vacancies increased to 7.3% at Jun-21 (Jun-20: 4.8%) albeit this

vacancy is unevenly spread throughout the market

•Prime rentals were relatively stable, however assets with material vacancies

remain under pressure with increasing levels of incentives being offered

CBD Prime retail

•Waterfront retail precinct remains resilient while traditional retail submarkets

(Queen Street/High Street) have experienced some declines in occupancy

•CBD retail rentals continue to face headwinds but are expected to stabilise

as foot traffic, from both office workers and tourists, recover over time

Prime office (Wellington city centre)

•Prime vacancies remain unchanged at 0.9% as at Jun-21 (Jun-20: 0.6%),

with occupiers moving up grade curve or extending existing leases

•Demand continues to be driven by a healthy mix of public and private

sector occupiers

•Further material increase in prime rentals over the period with further

growth expected

Flexible space

•Level of membership enquiries and occupancy increasing, particularly in

past six months, as demand for flexible workspace rebounds

•Demand from technology and pharmaceutical companies increasing

PRECINCT PROPERTIES FY21 ANNUAL RESULTS - PAGE 22
0%3%6%9%12%15%

Prime (Total)

Wynyard

CBD Other

CBD Waterfront

Jun-20Jun-21

-4%

-2%

0%

2%

4%

6%

8%

10%

$0

$100

$200

$300

$400

$500

$600

$700

Jun-10

Dec-10

Jun-11

Dec-11

Jun-12

Dec-12

Jun-13

Dec-13

Jun-14

Dec-14

Jun-15

Dec-15

Jun-16

Dec-16

Jun-17

Dec-17

Jun-18

Dec-18

Jun-19

Dec-19

Jun-20

Dec-20

Jun-21

Rent range (LHS)Change (6mma, RHS)

Avg. face rent (LHS)Avg. effective rent (LHS)

Auckland city centre office

•Strengthening overall demand on the back of

robust business confidence underpinned by strong

GDP growth and low unemployment

•Two-tiered market with occupier demand widening

between prime and secondary

•Increase in prime vacancies over FY21 driven by

assets experiencing extensive backfill

•JLL 2Q-21 research notes ~50% of current

prime grade vacancies can be attributed to

five buildings alone

•While sublease space continues to present

some headwinds, much of the available

space is unlikely to be let due to difficulties in

tenancy subdivision and/or short tenure

•Waterfront locations continue to outperform

despite significant new supply since 2019

•~3,900m

2

increase in vacant NLA compared

to ~64,400m

2

increase in prime stock over the

same period

•Space within core PCT portfolio remains sought-

after with comparatively lower level of incentives

offered versus market average

•For six months period to Jun-21, PCT average

incentives 5.3% (~5,100m

2

new leasing) versus

14.6% market incentives reported by JLL

Prime vacancy by location

Source: Colliers, Precinct Properties

Prime net rental range and growth

Source: JLL

PRECINCT PROPERTIES FY21 ANNUAL RESULTS - PAGE 23
0%1%2%3%4%5%

Prime (Total)

Thorndon

Fringe / Te Aro

CBD Core

Jun-20Jun-21

-4%

-2%

0%

2%

4%

6%

8%

10%

$0

$100

$200

$300

$400

$500

$600

$700

Jun-10

Dec-10

Jun-11

Dec-11

Jun-12

Dec-12

Jun-13

Dec-13

Jun-14

Dec-14

Jun-15

Dec-15

Jun-16

Dec-16

Jun-17

Dec-17

Jun-18

Dec-18

Jun-19

Dec-19

Jun-20

Dec-20

Jun-21

Rent range (LHS)Change (6mma, RHS)

Avg. face rent (LHS)Avg. effective rent (LHS)

Wellington city centre office

•Demand remains underpinned by Government

growth, flight to quality and seismic obsolescence

•Low prime vacancy rates reported in

Thorndon and parts of the CBD Core where

many agencies are located

•Corporates continuing to move up the grade

curve where quality space becomes

available

•Prime rentals continue to trend upwards due to

benign demand/supply dynamic

•Gross effective rentals up 3.9% y-o-y to Jun-21

(Jun-20: 1.4%) with a CAGR of 4.0% p.a. to

date compared to pre-Kaikoura market

rentals

•Net rentals remain under some pressure due

to OPEX increases

•Economic rents expected to support growth in

rents as additional supply is required to meet

demand

Prime vacancy by location

Source: JLL

Prime gross rental range and growth

Source: JLL

PRECINCT PROPERTIES FY21 ANNUAL RESULTS - PAGE 24
-2%

-1%

0%

1%

2%

3%

4%

5%

6%

7%

8%

9%

010203040506070809101112131415161718192021222324

10-Yr SwapAKLAKL LT Avg.WLGWLG LT Avg.

Consensus

Forecast

Under

valued

Fair

value

Over

valued

Prime yields

•Material firming in yields in the second half, with

defensive assets, e.g.prime industrial, prime office

and LFR, attracting strong bids

•Abundant liquidity expected to underpin yields

•Despite concerns around inflation and

central bank rate hikes, cost of capital

continues to remain near historic lows

•Current valuation forecasts suggests further yield

firming remains likely

•Prime yields, particularly in Wellington,

remains attractive on a relative basis

•Negative real rates providing tailwind for

further capital inflows to tangible assets

0%

1%

2%

3%

4%

5%

6%

7%

8%

4%

5%

6%

7%

8%

9%

10%

11%

12%

010203040506070809101112131415161718192021

10-year Swap (RHS)WLG Prime Office

AKL Prime OfficeAKL Prime Industrial

Key sector yield vs. 10-year swap

Source: JLL, RBNZ

Prime office yield spreads to 10-year swap rate (actual / forecast*)

Source: Colliers, CBRE, JLL, RBNZ

* Consensus forecast based on average of Colliers, CBRE and JLL projections

+280bps

Auckland prime yield

spread

+436bps

Wellington prime yield

spread

Photo Credit: Simon Devitt
Section 3

Operations

PRECINCT PROPERTIES FY21 ANNUAL RESULTS - PAGE 26
Through FY21 Precinct has experiencedstrong

leasing demand from high quality occupiers

underpinned by robust business confidence and a

shift to quality

Key investment portfolio and development

leasing summary

•12-year lease to Waka Kotahi NZ Transport

Agency over8,660m

2

at 44 Bowen Street

•15-year lease to KPMGover 2 floors at 44

Bowen Street

•20-year lease to Deloitteover 7,500m

2

at 1

Queen Street

•9-year lease to Aonover Levels 20 & 21 at

the Aon Centre Auckland

(previously AMP

Centre)

11.2 years

Weighted average lease term

(on new leasing including developments)

7.0%

Growth in contract rentals on

new office leases

35,270m

2

Leasing transactions (including

development leasing)

Leasing activity

4.7 years

Weighted average lease term

Investment portfolio leasing

15.5 years

Weighted average lease term

Development portfolio leasing

PRECINCT PROPERTIES FY21 ANNUAL RESULTS - PAGE 27
Supporting our strategy

•Adapting offering to cater for evolving occupier demands

•Occupiers working differently and valuing flexibility and innovation

•Wider range of offering and optionality now available

•Corporate real estate strategies increasingly span the office space spectrum

•Precinct response has been to continue to broaden our offering

•Generator and Private office product has allowed for expansion of Precinct’s offering

•Strategy enables greater cross-sell and growth pipeline across the business

PRECINCT PROPERTIES FY21 ANNUAL RESULTS - PAGE 28
Earnings quality

Our portfolio benefits from high quality

occupiers, a long weighted average lease

term, low expiry risk and a high degree of

structured growth

•Circa 6%of portfolio by income is subject to

expiry over the next 12 months

•Precinct portfolio’s exposure to structured

rent reviews provides secure cashflow

•77%of portfolio by income subject to

review event in FY22 of which 6%

comprised market rent review

Office lease expiry profile (by income)

29%

15%

25%

9%

21%

Office Revenue by Industry

Government (Local and

Central)

Legal

Financial Services,

Banking, and Insurance

Information Technology

Other

FY22 Key leasing events (by NLA)

0%

5%

10%

15%

20%

25%

30%

35%

40%

% of Income

Financial Year

AucklandWellington

6%

7%

63%

7%

16%

Market

CPI

Fixed

Next Expiry

No event

PRECINCT PROPERTIES FY21 ANNUAL RESULTS - PAGE 29
Commercial Bay Retail

•Foot traffic and sales showing

significant improvement post the last

lockdown in March

•Food & beverage continues to be the

strongest performer, particularly

Harbour Eats

•Streetscape improvement continues

with the opening of TeKomititangaand

TeWānanga

•Lower Albert Street bus terminal re-

opened on the 25

th

of April, increasing

commuter exposure to the centre

•July 2021 saw the highest level of foot

traffic since centre opening, up 42% on

April 2021

•Second half NPI impacted by GOC

washups for the full year

PRECINCT PROPERTIES FY21 ANNUAL RESULTS - PAGE 30
Commercial Bay Retail

Centre composition

•The centre has shown strategic resilience in its first

year of operation considering the context of a

global pandemic

•Foot traffic has built strongly through 2021 to date

and is translating to sales growth

•Commercial Bay Hospitality achieved successful

openings, however impact of lockdowns led to

$2.8m loss for the year

0%

25%

50%

75%

100%

-

300,000

600,000

900,000

1,200,000

Jul-20

Aug-20

Sep-20

Oct-20

Nov-20

Dec-20

Jan-21

Feb-21

Mar-21

Apr-21

May-21

Jun-21

Jul-21

% of month in alert levels 2

-4

Foot Traffic

Retail Centre Monthly Foot Traffic

Alert Levels 3 & 4Alert Level 2Foot Traffic

PRECINCT PROPERTIES FY21 ANNUAL RESULTS - PAGE 31
Generator performance

Resilient business performance given impacts of Covid-19

•Occupancy recovering strongly with active cost control mitigating lost revenue

•Events revenue impacted by lockdowns but grown back to pre-C

ovid levels and benefitting from new

meeting suites at PWC Tower and HSBC Tower

•Growth in revenue from global tech and pharmaceutical companies

•Medium term outlook remains positive with strong increase in enquiry

•Precinct/Generator strategy continues to prove valuable with cross business sales increasing

•Strong interest in Generator Wellington ahead of November opening

FY21FY20

Revenue

1

$15.5m$18.6m

EBITDA

($0.8m)$1.

8m

Revenue sources

Occupancy

1

Note: Generator performance includes intersegment revenue

79%

21%

Membership Revenue Events & Hospitality Revenue

71%

65%

89%

0%

20%

40%

60%

80%

100%

30-Jun-2131-Dec-2030-Jun-20

PRECINCT PROPERTIES FY21 ANNUAL RESULTS - PAGE 32
Transactions and opportunities

Wellington acquisitions support business strategy

•Leverage government asset redevelopment experience, market position and strong

Wellington market to generate value accretion

Further value-add opportunities under investigation

•Precinct to participate in the market process for the sale of the Downtown Carpark

•Further Wellington opportunities identified

•Third-party capital partnerships considered to optimise shareholder returns

Bowen House -Key metrics

Net lettable area14,000 m

2

Yield on cost5.25%

Value on completion$164 m

Freyberg Building - Key metrics

Net lettable area14,800 m

2

Holding yield~4-5%

Targeted return on cost15%+

Section 4
Developments

PRECINCT PROPERTIES FY21 ANNUAL RESULTS - PAGE 34
FY22FY23FY24

DevelopmentTPCOffice NLA% LetWALT (Let)Dec-21Jun-22Dec-22Jun-23Dec-23Jun-24

30 Waring Taylor$27 m1,800 m² 100%10.0 years

40 Bowen$90 m9,800 m² 72%9.7 years

44 Bowen$105 m11,500 m² 100%12.8 years

Bowen House$148 m14,000 m² 100%15.0 years

Deloitte Centre$308 m14,300 m² 87%14.9 years

Total$678 m51,400 m² 90%13.7 years

Committed developments

6.1%

Forecast blended

yield on cost (fully let)

22%

Forecast blended

return on cost

19,500m

2

Leased during the

period

$0.8b

Total value on

completion

PRECINCT PROPERTIES FY21 ANNUAL RESULTS - PAGE 35
40 & 44 Bowen (BowenCampus Stage 2)

•Pleasing progress to date despite tight construction market

•40 Bowen– superstructure nearing completion, 1

st

fix

services and façade install progressing

•44 Bowen– groundworks complete, superstructure to

commence in Aug-21

•44 Bowen now 100% pre-committed (by NLA) with ~21

months remaining in construction programme

•40 Bowen remains 72% pre-committed (by NLA) with strong

on-going occupier engagement for remaining 1.5 floors

30%

Forecast return on cost

6.5%

Forecast yield on cost

PRECINCT PROPERTIES FY21 ANNUAL RESULTS - PAGE 36
Deloitte Centre (1 Queen Street)

•Construction commenced in Jun-21 and remains on

programme to complete all works in 2H-23

•Commercial – 14,300m

2

premium grade office and

supporting F&B/retail amenities to complete Aug-23

•Hotel– target opening of 139-room InterContinental

hotel in late 2023

•Advanced pre-commitment to 87% (incl. hotel) by NLA

following 7,500m

2

commitment from Deloitte

21%

Forecast return on cost

(stabilised)

6.2%

Forecast yield on cost

(stabilised)

PRECINCT PROPERTIES FY21 ANNUAL RESULTS - PAGE 37
Other committed developments

30 Waring Taylor

•Works remain on programme to

complete Oct-21

•Generator opening its first Wellington

site in early Nov-21 with good levels of

enquiry to date

Bowen House

•Refurbishment and seismic upgrade

works commenced on 2 August 2021

•Building is leased by The Parliamentary

Service with a new 15-year term on

completion of works in mid-2023

PRECINCT PROPERTIES FY21 ANNUAL RESULTS - PAGE 38
Uncommitted pipeline

•Current internal development pipeline totalling ~34,800m

2

forecast to be delivered by FY24/25

•Wynyard Quarter Stage 3 – final stage of the Wynyard

Quarter Innovation Precinct (20,000m

2

prime NLA)

•Freyberg Building– repositioning opportunity (14,800m

2

prime NLA) located adjacent to the proposed new

National Archives building in the Government precinct

•Wynyard Quarter Stage 3 fully designed. Expect to commit

to one or more buildings in FY22

~15%

Target return on cost

~5.5%-6%

Target yield on cost

Section 5
Outlook

PRECINCT PROPERTIES FY21 ANNUAL RESULTS - PAGE 40
Outlook

•Precinct demonstrated significant resilience over the past 18 months and is

well placed for the future

•Following internalisation, Precinct is considering its strategic options in order

to optimise returns for shareholders

•Workplace strategies are evolving and this is likely to support Precinct’s

performance with elevated enquiry levels for PCT buildings

•Broader economic drivers expected to support Precinct given its portfolio,

markets and low funding costs. Structured reviews expected to mitigate risk

of inflation

•Dividend and AFFO guidance of 6.70cps for the FY22 year maintained

PRECINCT PROPERTIES FY21 ANNUAL RESULTS - PAGE 41
Appendices

PRECINCT PROPERTIES FY21 ANNUAL RESULTS - PAGE 42
Financial Summary

(Amounts in $ millions unless otherwise stated)20212020

Change (%)

Rental revenue199.8151.831.6

Funds from operations (FFO)96.690.56.7

Adjusted funds from operations (AFFO)85.382.73.1

Total comprehensive income after tax attributable to equity holders179.935.1412.5

Funds from operations (FFO) (cents per share)7.346.896.5

Adjusted funds from operations (AFFO) (cents per share)6.486.293.0

Gross distribution (cents per share)6.506.92(6.0 )

Net distribution (cents per share)6.506.303.2

AFFO Payout ratio (%)100.3100.1 0.2

Total assets3,456.43,185.28.5

Total liabilities1,235.81,276.8(3.2)

Total equity2,220.61,908.416.4

Shares on issue (million shares)1,458.51,313.811.0

NTA (cents per share)1521445.6

NAV (cents per share)1521454.8

Gearing ratio at balance date (%)28.228.8(2.1)

PRECINCT PROPERTIES FY21 ANNUAL RESULTS - PAGE 43
Operating income

For the 12 months ended

$m

30 June 202130 June 2020


AMP Centre$11.5 $11.4 $0.0

HSBC Tower$17.8 $17.8 $0.1

Zurich House$5.6 $5.6 $0.0

Mason Brothers$2.4 $2.3 $0.1

12 Madden Street$4.5 $4.5 ($0.0)

Auckland total$41.8 $41.6 $0.2

NTT Tower$7.2 $7.1 $0.1

AON Centre$10.5 $10.5 $0.0

Bowen Campus$13.8 $13.3 $0.5

Wellington total$31.6 $30.9 $0.7

Investment portfolio$73.4 $72.5 $0.9

Transactions and Developments

1 Queen Street$0.8 $3.6 ($2.7)

PWC Tower$18.3 $18.3

Commercial Bay Retail$13.2 $3.7 $9.5

Mayfair House$4.1 $2.2 $1.9

204 Quay Street$0.5 $0.5

No 1 The Terrace$6.4 $5.2 $1.2

10 Madden Street$2.1 $0.0 $2.1

Pastoral House$0.0 $2.4 ($2.4)

ANZ Centre$6.7 $9.2 ($2.6)

Subtotal$125.5 $98.9 $26.6

COVID-19 Impact($1.1)($1.7)$0.6

Total net property income$124.4 $97.2 $27.2

Generator$6.1 $8.6 ($2.5)

CBHL($2.8)($2.8)

Operating income before indirect expenses$127.7 $105.8 $21.9

PRECINCT PROPERTIES FY21 ANNUAL RESULTS - PAGE 44
Balance sheet

Financial Position as at 30 June 202130 June 2020

($m) AuditedAuditedMovement

Assets

Development properties$232.4 $190.6 + $41.8

Investment properties$3,076.4 $2,800.1 + $276.3

Investment properties held for sale---

Intangible assets$9.0 $18.9 ($9.9)

Deferred tax asset$7.4 -+ $7.4

Fair value of derivative financial instruments$34.5 $95.2 ($60.7)

Right-of-use assets$33.2 $38.1 ($4.9)

Other$63.5 $42.3 + $21.2

Total Assets$3,456.4 $3,185.2 + $271.2

Liabilities

Interest bearing liabilities$1,096.1 $1,028.9 + $67.2

Deferred tax liability-$36.5 ($36.5)

Lease liabilities$40.3 $43.4 ($3.1)

Fair value of derivative financial instruments$50.9 $86.2 ($35.3)

Other$48.5 $81.8 ($33.3)

Total Liabilities$1,235.8 $1,276.8 ($41.0)

Equity$2,220.60 $1,908.4 + $312.2

NIBD to Total Assets30.5%29.9%0.6%

Liabilities to Total Assets - Loan Covenants28.2%28.8%-0.5%

Shares on Issue (m)1,458.5 m 1,313.8 m 144.7 m

Net tangible assets per security $1.52 $1.44 0.08

Net asset value per security $1.52 $1.45 0.1

PRECINCT PROPERTIES FY21 ANNUAL RESULTS - PAGE 45
Asset level valuations

Value MovementCap Rates %*

30 Jun 2020

Market Value

Additions /

Disposals

30 Jun 2021

Book Value

Revaluation

30 Jun 2021

Market Value

Revaluation

%

30 Jun 202030 Jun 2021Change

Investment Properties

NTT Tower$124.0 m$0.0 m$124.0 m$27.0 m$151.0 m21.7%6.38%5.50%(88 bps)

AON Centre$172.9 m$4.3 m$177.2 m$15.7 m$192.9 m8.8%6.63%5.63%(100 bps)

No. 1 The Terrace$107.5 m$0.7 m$108.2 m$33.8 m$142.0 m31.3%5.88%5.13%(75 bps)

No. 3 The Terrace$14.0 m-$14.0 m$0.2 m$14.2 m1.1%---

Mayfair House$60.2 m$18.2 m$78.4 m$8.3 m$86.7 m10.5%6.13%5.38%(75 bps)

Bowen Campus Stage 1$268.1 m$3.3 m$271.4 m$33.1 m$304.5 m12.2%5.63%5.00%(63 bps)

Subtotal – Wellington$746.7 m$26.6 m$773.3 m$118.0 m$891.3 m15.3%6.07%5.28%(78 bps)

PwC Tower$580.0 m$19.2 m$599.2 m$65.8 m$665.0 m11.0%4.63%4.13%(50 bps)

HSBC Tower$409.0 m$24.1 m$433.1 m$42.9 m$476.0 m9.9%4.88%4.50%(38 bps)

AMP Centre$205.0 m$1.9 m$206.9 m$27.1 m$234.0 m13.1%5.50%5.00%(50 bps)

Jarden House$124.0 m$6.6 m$130.6 m$9.4 m$140.0 m7.2%5.25%4.88%(38 bps)

12 Madden Street$86.0 m$1.0 m$87.0 m$13.0 m$100.0 m14.9%5.25%4.75%(50 bps)

Mason Brothers Building$46.6 m$1.0 m$47.6 m$8.8 m$56.4 m18.5%5.13%4.50%(63 bps)

10 Madden Street$53.1 m$25.6 m

$78.7 m$7.3 m$86.0 m9.3%5.63%5.13%(50 bps)

204 Quay Street-$20.3 m$20.3 m$2.5 m$22.8 m12.3%-6.75%-

Commercial Bay Retail$425.0 m$12.5 m$437.5 m-$32.5 m$405.0 m(7.4%)5.25%5.25%-

Subtotal – Auckland$1,928.7 m$112.2 m$2,040.9 m$144.2 m$2,185.2 m7.1%4.93%4.50%(43 bps)

Subtotal – Investment Properties$2,675.4 m$138.8 m$2,814.2 m$262.2 m$3,076.4 m9.3%5.31%4.76%(55 bps)

Development Properties

Bowen Campus Stage 2$28.6 m$44.6 m$73.2 m$23.3 m$96.5 m31.9%---

30 Waring Taylor Street$6.9 m$10.7 m$17.6 m$1.8 m$19.4 m10.4%---

1 Queen Street$102.0 m$18.9 m$120.9 m-$4.4 m$116.5 m(3.7%)---

Subtotal – Development Properties$137.5 m$74.2 m$211.7 m$20.7 m$232.4 m9.8%n/an/an/a

Total excl. Asset(s) Sold$2,812.9 m$212.9 m$3,025.9 m$282.9 m$3,308.8 m9.3%5.31%4.76%(55 bps)

Asset(s) Sold

ANZ Centre (50%)$177.8 m-$177.8 m------

Total$2,990.7 m$35.2 m$3,025.9 m$282.9 m$3,308.8 m9.3%5.31%4.76%(55 bps)

* Portfolio blended capitalisation rate excludes retail assets (Commercial Bay Retail and 204 Quay Street), Development Properti es and Asset(s) Sold

PRECINCT PROPERTIES FY21 ANNUAL RESULTS - PAGE 46
Reconciliation from NPAT to AFFO

(Amounts in $ millions unless otherwise stated)

20172018201920202021

Dividends

Net dividend (cents) 5.605.806.006.306.50

Reconcilationfrom NPAT to Adjusted funds from operations

Net profit after taxation (NPAT)

162.1254.9190.230.2187.7

Unrealised net (gain) / loss in value of investment and development properties

(77.5)(208.7)(161.7)66.3(282.9)

Unrealised net (gain) / loss on financial instruments

(11.8)11.144.31.9(19.7)

Net realised loss on sale of investment properties

--1.72.52.4

Termination of management services agreement

----217.1

Impairment of goodwill

----9.8

Net realised (gain) on disposal of investment in joint venture

--(6.6)--

Depreciation - property, plant and equipment

--0.31.11.4

Depreciation recovered on sale

--10.71.410.5

Deferred tax (benefit) / expense

1.917.0(0.3)(3.4)15.7

IFRS 16 lease adjustments

---2.31.9

Generator (profit) / loss

-2.31.1--

Funds from operations (FFO)

Less: Liquidated damages revenue (net of tax)

--(1.4)(19.2)-

Tax from management services termination payment

(60.8)

Swap closeout relating to ANZ Centre Sale

3.0

One off item - project initialisation costs

0.7

Addback: Amortisations6.47.27.17.913.8

Straightline rents(0.2)(0.4)(0.3)(0.5)(4.0)

Funds from operations

80.983.485.190.596.6

Funds from operations (cents)6.686.886.826.897.34

DividendpayoutratiobasedonFFO(%)83.884.388.091.488.6

Adjusted funds from operations (AFFO)

Less: Maintenance capex(5.8)(4.9)(7.2)(5.0)(4.0)

Less: Incentives and leasing costs (9.3)(8.3)(3.9)(2.8)(7.3)

Adjusted funds from operations

65.870.274.082.785.3

Adjusted funds from operations (cents)5.435.805.946.296.48

DividendpayoutratiobasedonAFFO(%)103.1100.0101.7100.0100.3

PRECINCT PROPERTIES FY21 ANNUAL RESULTS - PAGE 47
5- year income summary

(Amounts in $ millions unless otherwise stated)

20172018201920202021

Financial performance

Gross rental revenue

126.2130.7135.7151.8199.8

Less direct operating expenses

(35.8)(35.4)(40.4)(46.0)(72.1)

Operating profit before indirect expenses

90.495.395.3105.8127.7

Net interest expense

(3.4)(2.2)(1.7)(5.0)(27.2)

Other expenses

(9.8)(10.2)(15.8)(13.3)(17.5)

Operating income before income tax

77.282.977.887.583.0

Non operating income / (expense)

Unrealised net gain in value of investment and development properties

77.5208.7161.7(66.3)282.9

Other non operating income

11.8(11.1)(37.7)12.0(219.9)

Net profit before taxation

166.5280.5201.833.2146.0

Current tax expense

(2.5)(6.3)(0.1)(5.0)67.8

Depreciation recovered on sale expense

--(10.7)(1.4)(10.5)

Deferred tax benefit / (expense)

(1.9)(17.0)0.33.4(15.6)

Total taxation (expense) / benefit

(4.4)(23.3)(10.5)(3.0)41.7

Share of profit or (loss) of joint ventures

-(2.3)(1.1)--

Net profit after taxation (NPAT)

162.1254.9190.230.2187.7

Total other comprehensive income / (expense)

0.24.9(7.8)

Total comprehensive income after tax attributable to equity holders

162.1254.9190.435.1179.9

PRECINCT PROPERTIES FY21 ANNUAL RESULTS - PAGE 48
5- year balance sheet

(Amounts in $ millions unless otherwise stated)

20172018201920202021

Financial position

Total investment assets

1,535.41,678.81,870.52,800.13,076.4

Total development assets

509.2838.1923.2190.6232.4

Other assets

34.644.897.7194.5147.6

Total assets

2,079.22,561.72,891.43,185.23,456.4

Interest bearing liabilities

456.9761.7758.41,028.91,096.1

Other liabilities

116.7109.3177.8247.9139.7

Total liabilities

573.6871.0936.21,276.81,235.8

Total equity

1,505.61,690.71,955.21,908.42,220.6

Number of shares (m)

1,211.11,211.11,313.81,313.81,458.5

Weighted average number of shares (m)

1,211.11,211.11,246.71,313.81,316.5

Net tangible assets per share (cps)

1.241.401.471.441.51

Net asset value per security (cps)

1.241.401.491.451.52

Share price at30 June ($)

1.241.351.771.571.60

Covenants

Loan to value ratio (%)

25.125.022.428.828.2

Interest coverage ratio

3.92.42.02.42.4

Key portfolio metrics

Average portfolio cap rate (%)

6.25.85.75.34.8

Weighted average lease term (years)

8.78.79.08.07.7

Occupancy (% by NLA)

10099999898

Net lettable area (sqm)

224,430 221,513 232,210 269,901 266,248

Number of investment properties

1212141416

PRECINCT PROPERTIES FY21 ANNUAL RESULTS - PAGE 49
Investment portfolio overview

Total portfolioAuckland Wellington

WALT

7.7 years

7.1 years8.8 years

Occupancy (%)

98%

97%100%

Investment Portfolio Value ($m)

$3,076 m

$2,185m$891m

Weighted average market cap rate

4.8%

4.7%*5.3%

NLA (m²)

266,248 m²

153,691 m²112,557 m²

7.7 years

Weighted average lease term

98%

Portfolio occupancy

Occupancy

Key metrics

Portfolio metrics

0%

20%

40%

60%

80%

100%

% of building NLA

AucklandWellington

* Auckland weighted cap rate of 4.5% excluding retail assets (Commercial Bay Retail and 204 Quay Street)

PRECINCT PROPERTIES FY21 ANNUAL RESULTS - PAGE 50
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