Property for Industry Limited logo

Notice of Annual Meeting

AGM12 April 2022PFIReal Estate

20
22

Notice of

2022

Annual

Meeting

of shareholders

At the current Red Light setting of

New Zealand’s COVID-19 Protection

Framework attendees have the option

of attending in person at the Level 4

Lounge, South Stand, Gate G, Eden

Park, Carpark P5, Reimers Ave,

Mount Eden, Auckland 1024, or

virtually. If New Zealand’s COVID-19

response changes to place further

restrictions on event capacity, or

the Board otherwise considers it

appropriate in the circumstances, only

virtual attendance will be available.

ANNUAL

MEETING

NOTICE IS GIVEN that the annual

meeting of the shareholders of

Property for Industry Limited

(PFI, the Company) will be held on:

13

FRIDAY

MAY 2022

COMMENCING AT:

AM

11

.

00

COVID-19

PROPERTY FOR INDUSTRY LIMITED

Resolution 1:
That Susan Peterson, who

retires and is eligible for

election, be elected as a

Director of the Company.

By order of the Board of Directors.

Anthony Beverley

Chairman

AGENDA

01

02

03

BOARD AND

MANAGEMENT TEAM

PRESENTATIONS

SHAREHOLDER

DISCUSSION

ORDINARY

RESOLUTIONS

04

GENERAL

BUSINESS

The Board recommends that you vote in favour of each of the

above resolutions.

The Board of PFI invites attendees

to join them for light refreshments

at the end of the meeting.

Resolution 2:

That the Directors are

authorised to fix the fees and

expenses of the auditors,

PricewaterhouseCoopers

Auckland.

EXPLANATORY NOTES
ORDINARY RESOLUTIONS

RE-ELECTION OF

SUSAN PETERSON

The NZX Listing Rules state

Directors must not hold office

(without re-election) past the

third annual meeting following

the Director’s appointment, or

three years, whichever is longer.

Accordingly, Susan Peterson is

required to retire at this meeting.

Susan, being eligible, offers

herself for re-election, and the

Board unanimously supports

her re-election.

Having had regard to the factors

described in the NZX Corporate

Governance Code that may

impact Director independence,

the Board considers Susan will

be an Independent Director,

if re-elected.

Susan has been a Director of PFI

since May 2016 and was last re-

elected in May 2019. Susan is an

experienced business leader with

a particular interest in helping

companies to drive growth

through technology, innovation,

and organisational culture.

Susan is currently the Chair

of Vista Group International

and an independent director

of Xero Limited, Arvida Group

Limited and Craigs Investment

Partners Limited. Susan’s past

directorships include ASB Bank

Limited, Trustpower Limited

and The New Zealand Merino

Company Limited.

Susan is the Chair of PFI’s Audit

and Risk Committee, and a

member of PFI’s Nomination and

Remuneration Committee.

AUDITOR’S FEES

AND EXPENSES

Section 207T of the

Companies Act 1993 provides

that a company’s auditor is

automatically reappointed

unless the shareholders resolve

to appoint a replacement

auditor or there is some other

reason for the auditor not to

be reappointed. The Company

wishes PricewaterhouseCoopers

to continue as the auditor

of the Company, and

PricewaterhouseCoopers

has indicated its willingness

to continue in office.

Section 207S of the Companies

Act 1993 provides that the fees

and expenses of the auditor

are to be fixed in such manner

as the company determines at

the annual meeting. The Board

recommends that, consistent

with usual practice, the auditor’s

fees and expenses be fixed by

the Directors.

RESOLUTION 01.RESOLUTION 02.

Shareholders can participate
in the annual meeting virtually

through the web platform

https://meetnow.global/nz

and selecting the required

meeting. Shareholders attending

virtually are encouraged to

review the attached “Virtual

Meeting Guide” prior to the

Annual Meeting.

For those shareholders wishing

to attend the meeting in person,

please note that this will be an

indoor event and vaccine passes

and face masks may be required

for those attending.

Virtual attendance is optional

at the current Red setting, and is

the only option if New Zealand’s

COVID-19 response changes

to place further restrictions

on event capacity or if the

Board otherwise determines

it appropriate not to hold

a physical meeting in the

circumstances. If no physical

meeting is to be held, PFI will

provide shareholders with notice

through an announcement to

the NZX.

To participate, shareholders

will need their CSN/Holder

Number and Post Code.

Shareholders’ can find their

CSN numbers on their Voting/

Proxy Form. Shareholders will

be able to view presentations,

ask questions, cast their vote

and view meeting materials

from their own computers,

mobiles or similar devices.

Voting

Voting at the annual meeting

shall be decided by a poll of PFI

shareholders entitled to vote

and voting. Set out below are

PROCEDURAL NOTES

details on voting matters for

the annual meeting.

A Voting/Proxy Form for use at

the annual meeting is enclosed

with this notice of meeting. If

you are attending in person, you

should bring this form to the

meeting as it also constitutes

your voting paper.

Entitlement to Vote

Every PFI shareholder whose

name is registered in the

share register as at 5.00pm on

Wednesday, 11 May 2022 and

who is present at the meeting

in person, virtually, by proxy, or

in the case of a body corporate

shareholder, by representative,

can vote in respect of

Resolutions 1 and 2 and shall

have one vote in respect of every

fully paid PFI share held by that

PFI shareholder at that time.

How you can vote?
PFI shareholders can vote in any

one of the following ways:

• in person;

• virtually (please refer to the

instructions in the attached

“Virtual Meeting Guide”);

• by appointing a proxy online

at www.investorvote.co.nz;

• by appointing a proxy using

the enclosed form; or

• by representative (if the

shareholder is a body corporate).

Proxies and Corporate

Representatives

Any shareholder who is entitled

to vote at the annual meeting

may appoint a proxy (or in the

case of a corporate shareholder,

a representative) to attend and

vote in your place. A proxy or

representative need not be a

shareholder of the Company.

You may direct your proxy or

representative to vote, or give

your proxy or representative a

discretion to vote how he/she

sees fit. If you wish to give your

proxy or representative such

discretion you should mark

the box accordingly. If you do

not mark any box then your

direction is to abstain.

A Voting/Proxy Form is

attached to this notice of

meeting. If you wish to appoint

a proxy to vote on your behalf,

you must complete the Voting/

Proxy Form and produce it to

the Company so as to be received

(either by post, fax or online)

no later than 11.00am on

Wednesday, 11 May 2022.

Alternatively, shareholders

can appoint a proxy online

at www.investorvote.co.nz

in accordance with the

instructions set out in the

enclosed Voting/Proxy Form.

+

If you have any questions, or for

more information, please contact

PFI’s Chief Finance and

Operating Officer,

Craig Peirce on +64 9 303 9651

or email

peirce@propertyforindustry.co.nz

MORE INFORMATION

The Chair of the Company is

willing to act as proxy. If you

appoint the Chair as proxy but

do not direct him how to vote

on any particular matter, then

the Chair intends to vote in

favour of each of the resolutions

If, in appointing a proxy, you

have inadvertently not named

someone to be your proxy but

otherwise completed the Voting/

Proxy Form in full, or your

named proxy does not attend

the meeting, the Chair of the

Meeting will be your proxy and

will vote in accordance with

your express direction.

Required Votes

Resolutions 1 and 2 are ordinary

resolutions that each require a

simple majority of more than

50% of the valid votes cast at the

annual meeting.

Shareholder Questions

Shareholders present at

the meeting will have the

opportunity to ask questions

during the meeting. Please

refer to the instructions in

the attached “Virtual Meeting

Guide” on how shareholders

can ask a question if

attending virtually.

In addition, shareholders

have the opportunity to ask

questions in advance of the

meeting. If you would like

to ask a question please

either email your question to

info@propertyforindustry.

co.nz with ‘Annual Meeting

Question’ in the subject line, or

post your question to the Chief

Finance and Operating Officer,

Property for Industry Limited,

PO Box 1147, Shortland Street,

Auckland 1140. Please include

your name and shareholder

number. During the meeting,

the Board intends to answer as

many of the most frequently

asked questions as is reasonably

practicable. All questions should

be received by PFI by 5.00pm on

Wednesday, 4 May 2022.

Presentations

The presentations from the

annual meeting will be released

to the NZX and published on

the Company website at https://

www.propertyforindustry.

co.nz/investor-centre/annual-

meeting/ prior to, or during,

the meeting. A summary of the

meeting and the results of voting

will be released to the NZX as

soon as practicable following the

close of the annual meeting.

Level 4 Lounge,
South Stand,

Eden Park,

Gate P5,

Reimers Ave,

Mount Eden,

Auckland

ENTRY AND

FREE PARKING

through P5 off

Reimers Ave

Friday

13 May

2022

11.00am

REIMERS AVENUE

FREE PARKING

CRICKET AVENUE

WALTERS ROAD

SANDRINGHAM ROAD

TO TRAINS

Phone: +64 (9) 303 9450

www.propertyforindustry.co.nz

LOCATION

NOTE: If New Zealand’s COVID-19

response changes to place

further restrictions on event

capacity, or the Board otherwise

considers it appropriate in the

circumstances, only virtual

attendance will be available.

PROPERTY FOR INDUSTRY LIMITED

Shed 24, Prince’s Wharf

147 Quay Street

PO Box 1147

Shortland Street

Auckland 1140

COVID-19

ENTRY AND FREE PARKING

P5

---

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 version of Chrome, Safari or

Edge. 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.

---

Your secure access information
Control Number: CSN/Shareholder Number:

PLEASE NOTE: You will need your CSN/Shareholder Number and post code to appoint your proxy online.

Go online to appoint your proxy, or turn over to complete the form

Voting/Proxy Form: Property for Industry Limited Annual Meeting, 11am on 13 May 2022

Voting

Voting at the meeting shall be decided by a poll of PFI shareholders entitled to vote and

voting. Set out below are details on voting matters for the annual meeting.

Every PFI shareholder whose name is registered in the share register as at 5.00pm on

Wednesday, 11 May 2022 and who is present at the meeting in person, virtually, by

proxy, or in the case of a body corporate shareholder, by representative, can vote in

respect of Resolutions 1 and 2 and shall have one vote in respect of every fully paid

PFI share held by that PFI shareholder at that time.

Resolutions 1 and 2 are ordinary resolutions that each require a simple majority of more

than 50% of the valid votes cast at the meeting.

How to Vote

PFI shareholders can vote in any one of the following ways:

§ in person;

§ virtually (please refer to the instructions in the “Virtual Meeting Guide”);

§ by appointing a proxy online at www.investorvote.co.nz;

§ by appointing a proxy using this form; or

§ by representative (if the shareholder is a body corporate).

Appointment of Proxy

Any shareholder who is entitled to vote at the annual meeting may appoint a proxy (or in the

case of a corporate shareholder, a representative) to attend and vote in your place. A proxy or

representative need not be a shareholder of the Company. You may direct your proxy or

representative to vote, or give your proxy or representative a discretion to vote how he/she

sees fit. If you wish to give your proxy or representative such discretion you should mark the

boxes overleaf accordingly. If you do not mark any box then your direction is to abstain.

The Chair of the Company is willing to act as proxy. If you appoint the Chair as proxy but do

not direct him how to vote on any particular matter, then the Chair intends to vote in favour of

each of the resolutions. If, in appointing a proxy, you have inadvertently not named someone

to be your proxy but otherwise completed the Voting/Proxy Form in full, or your named proxy

does not attend the meeting, the Chair of the Meeting will be your proxy and will vote in

accordance with your express direction.

Signing Instructions for Postal Forms

Individual

Where a shareholder is an individual, this Voting/Proxy Form must be signed by the shareholder

or his or her duly authorised attorney.

Companies

Where a shareholder is a company, this Voting/Proxy Form must be signed by a director or a

duly authorised attorney or officer.

Trusts

Where a shareholder is a trust, this Voting/Proxy Form should be signed as above by at least

one trustee in accordance with the relevant trust deed (using the rules for an individual or a

company, depending upon whether the trustee is an individual or a company).

Partnerships

Where a shareholder is a partnership, this Voting/Proxy Form should be signed as above by at

least one partner in accordance with the rules governing the partnership (using the rules for an

individual or a company, depending upon whether the partner is an individual or a company).

Joint Shareholders

At least one joint shareholder should sign this Voting/Proxy Form (on behalf of all joint

shareholders). In the case of joint shareholders, if the shareholders appoint different voting

proxies, the vote of the proxy appointed by the first named joint shareholder will be counted.

Seniority shall be determined by the order in which names stand in Property for Industry

Limited’s share register.

Power of Attorney

If this Voting/Proxy Form is completed by an attorney, the power of attorney or a certified copy

must, if not previously produced to Property for Industry Limited, accompany the Voting/Proxy

Form together with a completed certificate of non-revocation of authority.

Body Corporate

A body corporate shareholder may appoint a representative on its behalf in the same manner

as if it were appointing a proxy, provided that the Chair of the meeting, the Board, or the persons

checking the entitlement of people to attend a meeting, shall waive any time limit for prior notice

in respect of a corporation in favour of a person who at a meeting can produce reasonable

evidence of their authority to represent the corporation.

Appoint your proxy

Online

www.investorvote.co.nz

By Mail

Computershare Investor Services Limited

Private Bag 92119, Auckland 1142, New Zealand

By Fax

+64 9 488 8787

For all enquiries contact

+64 9 488 8777

corporateactions@computershare.co.nz

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

www.investorvote.co.nz

Scan the QR code to appoint your proxy now.

Smartphone?

For your vote to be effective by proxy, the Voting/Proxy Form must be received by 11.00am on Wednesday, 11 May 2022

HYBRID MEETING

A

t the current Red Light setting of New Zealand’s COVID-19 Protection Framework attendees have the option of attending in

person at the Level 4 Lounge, South Stand, Gate G, Eden Park, Carpark P5, Reimers Ave, Mount Eden, Auckland 1024, or virtually. If New

Zealand’s COVID-19 response changes to place further restrictions on event capacity, or the Board otherwise considers it appropriat e in the

circumstances, only virtual attendance will be available.

ATTENDANCE SLIP
Proxy/Corporate Representative Form

Appoint a Proxy to Vote on Your Behalf

STEP 1

hereby appointof

or failing him/herof

as my/our Proxy to exercise my/our vote in accordance with my/our directions at the Annual Meeting of the Shareholders of Property for Industry Limited to be held at

Level 4 Lounge, South Stand, Gate G, Eden Park, Carpark P5, Reimers Avenue, Mount Eden, Auckland 1024, or virtually, on Friday, 13 May 2022, commencing at

11.00am and at any adjournment of that meeting, and to vote as my/our proxy thinks fit on any resolution to amend the resolution, on the resolution so amended and on any

other resolution proposed at the meeting (or any adjournment) so as to give effect to my/our intention as set out below where possible.

I/We being a shareholder/s of Property for Industry Limited

Items of Business - Voting Instructions

STEP 2

Please note: Unless otherwise instructed, the proxy may vote or abstain from voting as he or she thinks fit.

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

SIGN

or director or duly authorised officer or attorney

Shareholder1Shareholder2Shareholder3

Contact Name Contact Daytime Telephone Date

Resolutions: Annual Meeting

1.

That Susan Peterson, who retires and is eligible for election, be elected as a Director of the Company.

2.

That the Directors are authorised to fix the fees and expenses of the auditors, PricewaterhouseCoopers Auckland.

For

Against

Abstain

Proxy

Discretion

If your proxy is not the Chair of the Meeting or any other director of the Company, please ensure that you provide their contact details (phone and email

address). If this information is not provided, we cannot guarantee remote admission to the virtual meeting for your proxy.

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

Shareholders can still attend the meeting electronically, even if they have appointed a proxy

(although they will not be able to vote if a proxy has been appointed).

Annual Meeting of the Shareholders of Property for Industry

Limited to be held at Level 4 Lounge, South Stand, Gate G, Eden

Park, Carpark P5, Reimers Avenue, Mount Eden, Auckland 1024,

or virtually on Friday, 13 May 2022, commencing at 11.00am.

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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