Precinct Properties New Zealand Limited logo

PCT Annual General Meeting 2021

AGM5 October 2021PCTReal Estate

Precinct Properties New Zealand Limited Head Office Wellington Office
E hello@precinct.co.nz Level 12, 188 Quay Street, Auckland 1010 T 0800 400 599 Level 19, 157 Lambton Quay, Wellington T 0800 400 599

W www.precinct.co.nz PO Box 5140, Auckland 1141, New Zealand F +64 9 927 1655 PO Box 2, Wellington 6140, New Zealand F +64 4 494 2267

6 October 2021



Dear Shareholder,


2021 Annual General Meeting of Shareholders – Precinct Properties New Zealand Limited (Precinct)


On behalf of the Board of directors, I am pleased to invite you to the 2021 Annual General Meeting of Precinct

shareholders. It will be a hybrid meeting held at Generator Commercial Bay, Toroa Room, Level 2, PwC Tower 15

Customs St West, Auckland on Thursday 4 November 2021, or online at: https://meetnow.global/nz.

Commencement at 11.30am (NZ time).


Attached to this letter is:

1. Notice of Annual Meeting which includes explanatory notes and important information.

2. Proxy/Voting Form for appointing a proxy to vote on your behalf.

3. Virtual Annual Meeting Guide which has instructions for attending the meeting online. Please note that

attendance and participation to the virtual meeting will be through a live webcast, accessed through an

internet connected computer, smartphone, tablet or similar device. You will need the latest version of

Chrome, Safari, Edge or Firefox. Please ensure your browser is compatible.

Please read the documents noted above carefully.

RESOLUTIONS

At the meeting, shareholders will be asked to consider and, if thought appropriate, pass the following six ordinary

resolutions and one special resolution. The board is recommending that you vote in favour of each resolution.

Ordinary resolutions

1. That Graeme Wong be re-elected as a director.

2. That Chris Judd be elected as a director.

3. That Nicola Greer be elected as a director.

4. That Mark Tume be elected as a director

5. That the directors be authorised to fix the remuneration of the independent directors of the Company from 4

November 2021 pursuant to the per position sums shown in the “Proposed Remuneration” column of the table

shown in note 2 of the explanatory notes.

6. That the directors be authorised to fix the remuneration of Ernst & Young as auditor for the ensuing year.

Special resolution

7. That the existing constitution of the Company is revoked, and the constitution presented at the meeting is

adopted as the constitution of the Company.



Precinct Properties New Zealand Limited Head Office Wellington Office

E hello@precinct.co.nz Level 12, 188 Quay Street, Auckland 1010 T 0800 400 599 Level 19, 157 Lambton Quay, Wellington T 0800 400 599

W www.precinct.co.nz PO Box 5140, Auckland 1141, New Zealand F +64 9 927 1655 PO Box 2, Wellington 6140, New Zealand F +64 4 494 2267

Details of the ordinary resolutions and special resolution above are contained in the explanatory notes to the

attached Notice of Meeting.

COVID-19 IMPLICATIONS

Precinct is closely monitoring the COVID-19 situation in New Zealand. This year, we will again hold the meeting online

in addition to its usual in-person meeting. Depending on the Covid Alert Level in force at the time of the meeting,

Precinct may be required to limit the number of in-person attendees at the venue. In addition, the Company may, in

its sole discretion, elect to hold the Annual Meeting as an online only meeting if it considers there are potential risks to

the health of meeting attendees or if an in-person meeting is prohibited by law. In such circumstances, we will

provide shareholders with as much notice as possible.

QUESTIONS

Shareholders present at the meeting will have the opportunity to ask questions during the meeting, in-person or

virtually via the webcast portal.

Also, the Board is offering shareholders the opportunity to ask questions in advance of the annual meeting. If you

would like to ask a question, please either email your question to hello@precinct.co.nz or post your question to the

Company Secretary, Precinct Properties New Zealand Limited, PO Box 5140 Auckland 1141, New Zealand. Please

include your name and shareholder number with your question.

During the meeting the Board intends to answer as many of the most frequently asked questions as is reasonably

practicable. All questions need to be received by Precinct by 11.30am (New Zealand time) on Friday, 29 October

2021.

VOTING/PROXY

Votes can be lodged by attending the physical meeting, during the virtual meeting, or by appointing a proxy to vote

on your behalf.

To appoint a proxy you have two options, either:

a) complete and return the enclosed Proxy/Voting Form to Computershare Investor Services: Level 2, 159

Hurstmere Road, Takapuna, Auckland, New Zealand or Private Bag 92119, Victoria Street West, Auckland

1142, New Zealand; or

b) complete your proxy appointment online at www.investorvote.co.nz.

Please note for your proxy to be effective it must be received by 11.30am (New Zealand time) on Tuesday, 2

November 2021.

UNDIRECTED PROXIES

If you appoint me or another director as a proxy, please ensure you direct how you wish to vote by marking the

appropriate box opposite each item of business. All undirected proxies will be cast in favour of each resolution.



Precinct Properties New Zealand Limited Head Office Wellington Office

E hello@precinct.co.nz Level 12, 188 Quay Street, Auckland 1010 T 0800 400 599 Level 19, 157 Lambton Quay, Wellington T 0800 400 599

W www.precinct.co.nz PO Box 5140, Auckland 1141, New Zealand F +64 9 927 1655 PO Box 2, Wellington 6140, New Zealand F +64 4 494 2267

AFTER THE MEETING

For those attending the physical meeting, we would also like to invite you to join the Board and Executive team of

Precinct for light refreshments following the conclusion of the meeting.


Should you have any questions regarding the meeting format or voting process, Computershare our share registrar

can be contacted at: enquiry@computershare.co.nz or +64 9 488 8777 between 8.30am and 5.00pm, Monday to

Friday


Yours sincerely,


Independent Director and Chair

Precinct Properties New Zealand Limited

---

1
Notice of

Meeting

ANNUAL MEETING

OF SHAREHOLDERS 2021

02
Notice of Meeting.

Precinct Properties New Zealand Limited

(the "Company")

Notice of Meeting.

Date

Thursday 4 November 2021

Time

11:30 am

Venue

Toroa Meeting Suite, Generator,

Commercial Bay, PwC Tower,

Level 2 , 15 Customs Street

West, Auckland. Or online at

https://meetnow.global/nz

Important Dates

(All times are given in New Zealand time)


Latest time for receipt of Proxy Forms

– 11.30am, Tuesday 2 November 2021


Record date for voting entitlements

– 5.00pm, Friday 29 October 2021


Annual Meeting

– 11.30am, Thursday 4 November 2021

Public transport options are available via buses, trains and ferries

to the venue. We welcome you to read the Government's

COVID-19 advice on how to travel safely on public transport at

https://covid19.govt.nz/travel/domestic-travel/travelling-on-

public-transport/. For those who are driving, parking is available

in the Downtown Carpark, entry at 31 Customs Street West. From

where attendees can walk directly across the air bridge through

188 Quay Street to Commercial Bay Retail. Travel up one level

and enter level 2 of the PwC Tower. Please refer to the schedule

of fees at the carpark entry. Mobility parking is available in the

Downtown Carpark.

03
Notice of Meeting.

Agenda

• Chair's address to shareholders including welcome and

introduction.

• CEO’s address to shareholders.

• Shareholder questions and discussion.

• To consider, and if thought appropriate, pass the following

ordinary resolutions:

Election/Re-election of Directors

1. That Graeme Wong be re-elected as a director.

2. That Chris Judd be elected as a director.

3. That Nicola Greer be elected as a director.

4. That Mark Tume be elected as a director.

See explanatory note 1.

Directors’ Remuneration

5. That the directors be authorised to fix the remuneration of the

independent directors of the Company from 4 November 2021

pursuant to the per position sums shown in the “Proposed

Remuneration” column of the table shown in note 2 of the

explanatory notes.

See explanatory note 2.

Auditor’s Remuneration

6. That the directors be authorised to fix the remuneration of Ernst

& Young as auditor for the ensuing year.

See explanatory note 3.

• To consider, and if thought appropriate, pass the following

special resolution:

Amendments to Constitution

7. That the existing constitution of the Company is revoked, and

the constitution presented at the meeting is adopted as the

constitution of the Company.

See explanatory note 4.

• Other business: To consider any other matter that may

properly be brought before the meeting.

COVID-19 Implications

The Company is closely monitoring the COVID-19 situation in

New Zealand. This year, we will again hold the meeting online in

addition to our usual in-person meeting. Depending on the

Covid Alert Level in force at the time of the meeting, the

Company may be required to limit the number of in-person

attendees at the venue. In addition, the Company may, in its

sole discretion, elect to hold the Annual Meeting as an online

only meeting if it considers there are potential risks to the health

of meeting attendees or if an in-person meeting is prohibited by

law. In such circumstances, we will provide shareholders with as

much notice as possible.

04
Explanatory Notes.

Explanatory Notes.

1. Election/Re-Election of Directors

Re-Election of Graeme Wong

Under NZX Listing Rule 2.7.1, a Director must not hold office

(without re-election) past the third annual meeting following the

Director’s appointment or three years, whichever is the longer.

This year, Graeme Wong retires in accordance with this rule and,

being eligible, stands for re-election by shareholders. Mr Wong

stands for re-election with the support of the Board and is

considered by the Board to be an Independent Director.

Graeme Wong

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

Term of office

First appointed in November 2010 and last elected by

shareholders in November 2018.

Board Committees

• People and Performance Committee (Chair)

• Environmental, Social & Governance Committee

Background

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.

Election of Chris Judd

Under NZX Listing Rule 2.7.1 a Director appointed by the Board

must not hold office (without election) past the next annual

meeting following the Director’s appointment.

Chris Judd was first appointed as a Director of the Company in

2013 by AMP Haumi Management Limited (

AHML

) under the

terms of the Company's management agreement with AHML.

Following the internalisation of Precinct's management and the

termination of that management agreement, Mr Judd resigned

from office and was re-appointed by the Board as a Director of

the Company in March 2021.

Accordingly, Mr Judd offers himself for election at the Annual

Shareholders’ Meeting. Mr Judd stands for election with the

support of the Board and is considered by the Board to be an

Independent Director.

Chris Judd

Director, Independent

Term of office

First appointed under the terms of the Company's management

agreement in April 2013 and re-appointed by the Board in March

2021.

Board Committees

• People & Performance Committee

• Environmental, Social & Governance Committee

Background

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.

05
Explanatory Notes.

Election of Nicola Greer

Under NZX Listing Rule 2.7.1 a Director appointed by the Board

must not hold office (without election) past the next annual

meeting following the Director’s appointment.

Nicola Greer was appointed by the Board as a Director of the

Company with effect from 16 July 2021. Accordingly, Ms Greer

offers herself for election at the Annual Shareholders’ Meeting.

Ms Greer stands for election with the support of the Board and is

considered by the Board to be an Independent Director.

Nicola Greer

Director, Independent, MCom (Hons)

Term of office

First appointed on 16 July 2021.

Board Committees

• Audit and Risk Committee

• Environmental, Social & Governance Committee

Background

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.

Election of Mark Tume

Under NZX Listing Rule 2.7.1 a Director appointed by the Board

must not hold office (without election) past the next annual

meeting following the Director’s appointment.

Mark Tume was appointed by the Board as a Director of the

Company with effect from 11 August 2021. Accordingly, Mr Tume

offers himself for election at the Annual Shareholders’ Meeting.

Mr Tume stands for election with the support of the Board and is

considered by the Board to be an Independent Director.

Mark Tume

Director, Independent, BBS, Dip Bkg Stud

Term of office

First appointed on 11 August 2021.

Board Committees

• Audit and Risk Committee

Background

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.

06
Explanatory Notes.

Explanatory Notes. (Continued)

2. Directors’ Remuneration

Under NZX Listing Rule 2.11.1 and the Company’s constitution, no

remuneration may be paid to a Director in his or her capacity as

a Director of the Company, or as a director of a subsidiary (other

than a listed subsidiary), unless such remuneration has been

authorised by an ordinary resolution of shareholders.

The remuneration the Company currently pays to Directors is set

out in the table below.

The Board last proposed an increase in Directors’ remuneration in

2018. At that time, the Company abolished the total director fee

pool cap and approved set fees based on the role of each

director.

Since then, the regulatory landscape in which the Company

operates has continued to change, with increased regulatory risk

and obligations resulting in increased demand on Directors’ time

and broadening their scope of responsibilities in monitoring and

assessing legal and regulatory compliance. This is particularly

true with respect to carbon emissions/climate change and the

establishment of the Company’s green bond programme. To

reflect the increased importance of this area to the Company,

the Board has this year established a dedicated Environmental,

Social & Governance Committee.

The Company engaged PwC to provide New Zealand listed

company benchmark data for the roles of Chairman, committee

chairs, committee members and base non-executive directors.

In particular, PwC was requested to provide benchmark data for

the newly-established Environmental, Social & Governance

Committee. The Board reviewed this benchmark data and,

based on a comparison of the Company’s Directors’ fees to the

market data, consider the proposed increases to the Directors’

remuneration set out in the table below are appropriate. A

summary of PwC's report together with their attestation of

independence is available in the investor section of

www.precinct.co.nz.

The Company also proposes to introduce a cap on the

aggregate ad hoc fees that can be paid in respect of Due

Diligence Committees in any one year. Any Due Diligence

Committee fees in excess of the proposed annual cap would be

put to shareholders for approval.

If Resolution 5 is passed, the changes to the Directors’

remuneration will take effect on and from 4 November 2021.

The Board considers that alignment of Directors’ fees to market is

important in order for the Company to be able to continue to

attract and retain high performing Directors whose skills and

experience are well-suited to the Company’s requirements.

Having taken into account the overall performance of the

Company, the Board considers the fee increases proposed are

fair and reflective of market conditions.

Position

Current RemunerationProposed RemunerationAmount of increase

Chair$182,340$182,340$0 (0%)

Independent Director$91,170$91,170$0 (0%)

Audit and Risk Committee Chair$15,000$15,000$0 (0%)

People and Performance Committee Chair

(previously the Remuneration and Nomination Committee)

$10,000$15,000$5,000 (50%)

Environmental, Social and Governance Committee ChairN/A$15,000$15,000 (N/A)

Audit and Risk Committee Member$7,500$7,500$0 (0%)

People and Performance Committee Member

(previously the Remuneration and Nomination Committee)

$5,000$7,500$2,500 (50%)

Environmental, Social and Governance Committee MemberN/A$7,500$7,500 (N/A)

Due Diligence Committee Chair (ad hoc hourly rate)$380/hr$380/hr$0 (0%)

Due Diligence Committee Member (ad hoc hourly rate)$350/hr$350/hr$0 (0%)

Annual Cap for Due Diligence Committee FeesN/A$100,000N/A (N/A)

Voting Restrictions

In accordance with NZX Listing Rule 2.11.1, the fees payable to non-executive directors must be approved by an ordinary resolution of

the shareholders of the Company. In accordance with NZX Listing Rule 6.3.1, no independent director or their Associated Persons (as

defined under the Listing Rules) can vote on such resolutions, unless casting votes under an express proxy of a person who is not

disqualified from voting.

07
Explanatory Notes.

3. Remuneration of the Auditor

The proposed resolution is to authorise the directors to fix the

auditor’s remuneration for the following year for the purposes of

section 207S of the Companies Act 1993.

Section 207T of the Companies Act 1993 provides that a

company’s auditor is automatically reappointed unless there is a

resolution or other reason for the auditor not to be reappointed.

The Company wishes Ernst & Young to continue as the

Company’s auditor, and Ernst & Young has indicated its

willingness to continue in office.

Section 207S of the Companies Act 1993 provides that the fees

and expenses of Ernst & Young as auditor are to be fixed by the

Company at the Annual Meeting or in such a manner as the

Company determines at the Annual Meeting. The Board

proposes that, consistent with past practice, the auditor’s fees

should be fixed by the directors.

4. Changes to the constitution

A number of amendments to the Company’s constitution are

required following the internalisation of the Company's

management and termination of the management agreement

with its manager, AMP Haumi Management Limited. The key

amendment is to remove the manager's right to appoint two

directors and consequential amendments arising from that

deletion. The proposed amendments also permit that a written

resolution of the board may be passed with the signatures of a

majority

of directors (rather than

all of

the directors). This is to

facilitate more streamlined board decision-making and is in line

with market practice.

An amended constitution, marked to show the changes from the

existing constitution, has been prepared and is available on the

Company’s website at https://www.precinct.co.nz/corporate-

governance. A copy will also be available for viewing at the

annual meeting.

All of these changes are shown in the copy of the constitution

available for inspection.

The proposed alterations to the Company's constitution do not

impose or remove a restriction on the activities of the Company

and accordingly no rights arise under section 110 of the

Companies Act 1993.

As required by NZX Listing Rule 2.19.1, Chapman Tripp has

provided an opinion to NZ RegCo that Chapman Tripp considers

that these amendments comply with the Listing Rules.

The Board unanimously recommends shareholders vote in favour

of the alterations to the Company’s constitution.

08
Important Information

Important Information

Hybrid Meeting

As noted above, the Company has decided to host its Annual

Meeting online as well as in person this year.

Our online meeting provides you the opportunity to participate

online using your smartphone, tablet or computer. If you choose

to attend online you will be able to view a live webcast of the

meeting, ask questions and submit your votes in real time. You

will need the latest version of Chrome, Safari, Edge or Firefox.

Please ensure your browser is compatible.

In order to participate remotely you will need to visit https://

meetnow.global/nz.

Details of how to participate ‘virtually’ are provided in the

accompanying Virtual Meeting Guide, with instructions for

accessing the virtual meeting. Shareholders are encouraged to

review this guide prior to the Annual Meeting.

If you have any questions, or need assistance with the online

process, please contact Computershare on +64 9 488 8777

between 8.30am and 5.00pm Monday to Friday.

Voting

Resolutions 1 to 6 are ordinary resolutions and are required to be

passed by a simple majority of the votes of those shareholders

who are entitled to vote and voting on the resolution, in person

or by proxy.

Resolution 7 is a special resolution and is required to be passed

by a majority of 75% of votes of those shareholders who are

entitled to vote and voting on the resolution, in person or by

proxy.

Voting entitlements will be determined as at 5.00pm (New

Zealand time) on Friday 29 October 2021. Registered

shareholders at that time will be the only persons entitled to vote

and only the shares registered in those shareholders' names at

that time may be voted at the meeting.

Shareholders may cast their votes using one of the following

options:


At the Annual Meeting: Shareholders present at the meeting

will be handed voting papers, which can be completed and

handed in at the conclusion of the meeting. Alternatively,

shareholders can vote online by attending the meeting

virtually through the Computershare Meeting Platform https://

meetnow.global/NZ. Please refer to the enclosed Virtual

Meeting Guide for more information. You will need the latest

version of Chrome, Safari, Edge or Firefox to access the

meeting. Please ensure your browser is compatible.


Appoint a proxy to vote: You may appoint a proxy or

corporate representative (if the shareholder is a body

corporate) to attend the Annual Meeting, to act generally at

the meeting and to vote on your behalf. To do this, you

should complete the enclosed Proxy/Voting Form. You may

return your Proxy Form by:

– Completing the Proxy Form and either posting it or faxing it

to the share registrar; or

– Completing the Proxy/Voting Form online at

www.investorvote.co.nz

If, in appointing a proxy, you have inadvertently not named

someone to be your proxy (either online or on the enclosed

proxy form), the Chair of the meeting will be your proxy and

will vote in accordance with your express direction. All

completed Proxy Forms must be received by 11:30am

Tuesday, 2 November 2021 to be effective.

– A proxy need not be a shareholder of the Company.

– The Chair of the meeting intends to vote all discretionary

proxies given to him in favour of resolutions 1 to 7.

Voting on all resolutions put before the meeting will be

conducted by way of a poll only.

Yours faithfully,

Louise Rooney, Company Secretary

6 October 2021

Questions

If you have any questions, please contact Precinct

Investor Relations by telephone 0800 400 599 or by e-mail

hello@precinct.co.nz.

---

Go online to lodge your proxy or turn over to complete the form.
Lodge your proxy

Online

www.investorvote.co.nz

By Mail

Computershare Investor Services Limited

Private Bag 92119 Auckland 1142 New Zealand

By Fax

+64 9 488 8787

For all enquiries contact

+64 9 488 8777

corporateactions@computershare.co.nz

Your secure access information

Control Number: CSN/Securityholder Number:

PLEASE NOTE: You will need your CSN/Shareholder Number and postcode or country of residence (if outside New Zealand) to

securely access InvestorVote and then follow the prompts to appoint your proxy and exercise your vote online.

Proxy/Voting Form

Lodge your proxy online, 24 hours a day, 7 days a week:

www.investorvote.co.nz

Scan the QR code to vote now.

Smartphone?

For your proxy to be effective it must be received by 11:30 am Tuesday 2 November 2021.

Please refer to the enclosed Virtual Meeting Guide for m

ore information. You will

need the latest version of Chrome, Safari, Edge or Firefox to access the meeting.

Please ensure your browser is compatible. If you appoint a proxy to cast your vote,

you are still able to attend the meeting virtually through the Computershare Meeting

Platform, however, you will not be able to cast your votes held by your proxy.

F

or any assistance with the online process, you may contact Computershare on

+64 9 488 8777 between 8.30am-5.00pm Monday to Friday.

Signing Instructions for Postal Proxies

Individual

Where the holding is in one name, the securityholder must sign.

Joint Holding

Where the holding is in more than one name, all of the securityholders

should sign.

Power of Attorney

If this Proxy Form has been signed under a power of attorney, a copy of the power

of attorney (unless already deposited with the Company) and a signed certificate

of non-revocation of the power of attorney must be produced to the Company

with this Proxy Form.

Companies

This form must be signed by a Director jointly with another Director or a Sole

Director can also sign alone. Please sign in the appropriate place and indicate the

office held.

Comments & Questions

Shareholders present at the meeting will have the opportunity to ask questions

during the meeting. Also, the board is offering shareholders the opportunity to ask

questions in advance of the annual meeting. If you would like to ask a question

please either email your question to hello@precinct.co.nz or post your question to

the Company Secretary, Precinct Properties New Zealand Limited,

PO Box 5140 Auckland 1141, New Zealand. Please include your name and

shareholder number with your question. During the meeting the board intends to

answer as many of the most frequently asked questions as is reasonably

practicable. All questions need to be received by Precinct by 11:30am

(New Zealand time) on Friday, 29 October 2021.

Please note that no

amendments to resolutions proposed or resolutions from the floor will be

accepted.

How to Vote on Items of Business

All your securities will be voted in accordance with your directions.

Appointment of Proxy

If you do not plan to attend the meeting, you may appoint a proxy. The Chairman

of the meeting, or any other director, is willing to act as proxy for any shareholder

who wishes to appoint him or her for that purpose. To do this, enter

‘the Chairman’ or the name of your proxy in the space allocated in ‘Step 1’of

this form. If, in appointing a proxy, you have inadvertently not named someone

to be your proxy (either online or on the enclosed proxy form) the Chair of the

meeting will be your proxy and will vote only in accordance with your express

direction. In the absence of express instructions all votes will be cast in favour of

all resolutions (except those in which the proxy has an interest). Alternatively you

can appoint a proxy online at www.investorvote.co.nz.

Voting of your holding

Direct your proxy how to vote by marking one of the boxes opposite each item

of business. If you do not mark a box your proxy may vote as they choose. In the

absence of express instructions the chairman or any director appointed proxy will

vote in favour of all resolutions (except those in which the proxy has an interest).

If you mark more than one box on an item your vote will be invalid on that item.

Voting entitlements for the meeting will be determined as at 5.00pm (New Zealand

time) on Friday, 29 October 2021. Registered shareholders at that time will be the

only persons entitled to vote and only the shares registered in those shareholders’

names at that time may be voted.

In accordance with the updated NZX Listing Rules, voting on all resolutions put

before the meeting will be conducted by poll.

Attending the Meeting in Person

Bring this form to assist registration. If a representative of a corporate

securityholder or proxy is to attend the meeting you will need to provide the

appropriate “Certificate of Appointment of Corporate Representative” prior to

admission.

Attending the Meeting Virtually

Shareholders can attend the meeting virtually through the Computershare Meeting

Platform https://meetnow.global/NZ. To access the meeting, click ‘Go’ under the

Precinct Properties New Zealand Ltd meeting and then click ‘JOIN MEETING NOW’.

By using the meeting platform, you will be able to watch the meeting, vote and ask

questions online using your smartphone, tablet or desktop device.

If your proxy is not the Chairman of the Meeting or any other director of the Company, please ensure that you provide their contact details (phone
and email address). If this information is not provided, we cannot guarantee remote admission to the virtual meeting for your proxy.

Proxy contact Details (Phone): and (Email):

Proxy/Corporate Representative Form

ATTENDANCE SLIP

Annual General Meeting of Precinct Properties New Zealand

Limited to be held at Toroa Meeting Suite, Generator Commercial

Bay, PwC Tower, Level 2, 15 Customs Street West, Auckland at

11.30am on Thursday, 4 November 2021.

Signature of Shareholder(s) This section must be completed.

SIGN

or Sole Director/Directoror Director (if more than one)

SecurityholderSecurityholder 2Securityholder 3

Contact Name Contact Daytime Telephone Date

Items of Business - Voting Instructions/Ballot Paper

STEP 2

Please note: If you mark the Abstain box for an item, you are directing your proxy not to vote on your behalf and your votes will not be

counted in computing the required majority.

Ordinary resolutions

Resolution 1

That Graeme Wong be re-elected as a director.

Resolution 2

That Chris Judd be elected as a director.

Resolution 3

That Nicola Greer be elected as a director.

Resolution 4

That Mark Tume be elected as a director.

Resolution 5

That the directors be authorised to fix the remuneration of the independent directors of the Company from

4 November 2021 pursuant to the per position sums shown in the “Proposed Remuneration” column of the

table shown in note 2 of the explanatory notes.

Resolution 6

That the directors be authorised to fix the remuneration of Ernst & Young as auditor for the ensuing year.

Special resolution

Resolution 7

That the existing constitution of the Company is revoked, and the constitution presented at the meeting is

adopted as the constitution of the Company.

Proxy

Discretion

For

Against

Abstain

Appoint a Proxy to Vote on Your Behalf

Elect Electronic Communications

STEP 1

hereby appointof

or failing him/herof

I/We being a shareholder/s of Precinct Properties New Zealand Limited

Want to receive your communications quickly? Elect electronic communications by providing your email address below

(By providing an email address above it is acknowledged that all communications for my portfolio will be received electronically where offered)

Email Address

as my/our proxy to act generally at the meeting on my/our behalf and to vote in accordance with the following directions at the Annual General Meeting of Precinct

Properties New Zealand Limited to be held at Toroa Meeting Suite, Generator Commercial Bay, PwC Tower, Level 2, 15 Customs Street West, Auckland at 11.30am

on Thursday, 4 November 2021 and to vote as my/our proxy thinks fit (to the extent permitted by law and relevant listing rules) on any resolution at the Annual

meeting (or any adjournment thereof) so as to give effect to my/our intention as set out below where possible.

---

Attending the meeting online
Our online meeting provides you the opportunity to

participate online using your smartphone, tablet or computer.

If you choose to attend online you will be able to view a live

webcast of the meeting, ask questions and submit your

votes in real time.

You will need the latest v

ersion of Chrome, Safari,

Edge or F irefox. Please ensure your browser is

compatible.

HOW TO PARTICIPATE IN VIRTUAL/HYBRID MEETINGS

Visit https://meetnow.global/nz

When successfully authenticated, the home screen

will be displayed. You can watch the webcast, vote,

ask questions, and view meeting materials in the

documents folder. The image highlighted blue

indicates the page you have active.

The webcast will appear and begin automatically

once the meeting has started.

Voting

Resolutions will be put forward once voting is

declared open by the Chair. Once the voting has

opened, the resolution and voting options will appear.

To vote, simply select your voting direction from the

options shown on screen. You can vote for all

resolutions at once or by each resolution.

Your vote has been cast when the green tick appears.

To change your vote, select ‘Change Your Vote’.

Q&A

Any eligible shareholder/proxy attending the meeting

r

emotely is eligible to ask a question.

S

elect the Q&A tab and type your question into the

box at the bottom of the screen and press 'Send'.

Navigation

Access

Access the online meeting at

https://meetnow.global/nz, and select the required

meeting. Click 'JOIN MEETING NOW'.

If you are a shareholder:

Select 'Shareholder' on the login screen and enter

your CSN/Holder Number and Post Code. If you are

outside New Zealand, simply select your country

from the drop down box instead of the post code.

Accept the Terms and Conditions and click Continue.

If you are a guest:

Select Guest on the login screen. As a guest, you will

be prompted to complete all the relevant fields

including title, first name, last name and email

address.

Please note, guests will not be able to ask questions

or vote at the meeting.

If you are a proxy holder:

You will receive an email invitation the day before the

meeting to access the online meeting. Click on the

link in the invitation to access the meeting.

Contact

If you have any issues accessing the website please

c

all +64 9 488 8700.

---

Precinct Properties New Zealand Limited Head Office Wellington Office
E hello@precinct.co.nz Level 12, 188 Quay Street, Auckland 1010 T 0800 400 599 Level 19, 157 Lambton Quay, Wellington T 0800 400 599

W www.precinct.co.nz PO Box 5140, Auckland 1141, New Zealand F +64 9 927 1655 PO Box 2, Wellington 6140, New Zealand F +64 4 494 2267

NZX announcement - 6 October 2021

PCT Notice of Meeting 2021

The Annual General Meeting of shareholders of Precinct Properties New Zealand Limited will

be held on Thursday 4 November 2021, commencing at 11:30 am (NZ time).

COVID Alert Levels permitting, it will be a hybrid meeting held at Generator Commercial Bay,

Toroa Room, Level 2, PwC Tower 15 Customs St West, Auckland, or online at

https://meetnow.global/nz.

The agenda for the meeting:

• Chair's address to shareholders including welcome and introduction.

• CEO’s address to shareholders.

• Shareholder questions and discussion.

• To consider, and if thought appropriate, pass the following six ordinary resolutions and one

special resolution:

Ordinary resolutions

1. That Graeme Wong be re-elected as a director.

2. That Chris Judd be elected as a director.

3. That Nicola Greer be elected as a director.

4. That Mark Tume be elected as a director.

5. That the directors be authorised to fix the remuneration of the independent directors of

the Company from 4 November 2021 pursuant to the per position sums shown in the

“Proposed Remuneration” column of the table shown in note 2 of the explanatory notes.

6. That the directors be authorised to fix the remuneration of Ernst & Young as auditor for

the ensuing year.

Special resolution

7. That the existing constitution of the Company is revoked, and the constitution presented

at the meeting is adopted as the constitution of the Company.

• Other business: To consider any other matter that may properly be brought before the

meeting.

The Notice of Meeting, which explains the format of the meeting in more detail, is being sent to

Shareholders today. It has also been provided to NZX, together with the Proxy/Voting Form and

Virtual Meeting Guide.

Please note for your proxy to be effective it must be received by 11.30 am (NZ time) on

Tuesday, 2 November 2021.



Precinct Properties New Zealand Limited Head Office Wellington Office

E hello@precinct.co.nz Level 12, 188 Quay Street, Auckland 1010 T 0800 400 599 Level 19, 157 Lambton Quay, Wellington T 0800 400 599

W www.precinct.co.nz PO Box 5140, Auckland 1141, New Zealand F +64 9 927 1655 PO Box 2, Wellington 6140, New Zealand F +64 4 494 2267

COVID-19 Implications

Precinct is closely monitoring the COVID-19 situation in New Zealand. This year we have

decided to also hold the meeting online in addition to its usual in-person meeting. Depending

on the Covid Alert Level in force at the time of the meeting, Precinct may be required to limit

the number of in-person attendees at the venue. In addition, the Company may, in its sole

discretion, elect to hold the Annual Meeting as an online only meeting if it considers there are

potential risks to the health of meeting attendees or if an in-person meeting is prohibited by law.

In such circumstances, we will provide shareholders with as much notice as possible.

-ends-


For further information, contact:

Louise Rooney

General Counsel & Company Secretary

Office +64 21 294 3189

Email: louise.rooney@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, AON 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.

Data sourced from publicly available filings. Our datasets may not be complete. Automated analysis can produce errors. If you believe any data on this page is incorrect, please contact us at hello@nzxplorer.co.nz. For informational purposes only. Not investment advice.

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