PCT Annual General Meeting 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
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.
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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.
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Precinct Properties New Zealand Limited Head Office Wellington Office
E hello@precinct.co.nz Level 12, 188 Quay Street, Auckland 1010 T 0800 400 599 Level 19, 157 Lambton Quay, Wellington T 0800 400 599
W www.precinct.co.nz PO Box 5140, Auckland 1141, New Zealand F +64 9 927 1655 PO Box 2, Wellington 6140, New Zealand F +64 4 494 2267
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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