PCT Annual General Meeting 2022
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 – 4 October 2022
PCT Notice of Meeting 2022
The Annual General Meeting of shareholders of Precinct Properties New Zealand Limited will
be held on Thursday 3 November 2022, commencing at 11:30 am (NZ time).
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.
• CEO’s address to shareholders.
• Shareholder questions and discussion.
• To consider, and if thought appropriate, pass the following ordinary resolutions:
Ordinary resolutions
1. That Anne Urlwin be re-elected as a director.
2. That the directors be authorised to fix the remuneration of Ernst & Young as auditor for
the ensuing year.
• 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, 1 November 2022.
-ends-
For further information, contact:
Louise Rooney
General Counsel & Company Secretary
Office +64 21 294 3189
Email: louise.rooney@precinct.co.nz
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
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, Freyberg
Building and 30 Waring Taylor Street. Precinct owns Generator NZ, New Zealand’s premier
flexible office space provider. Generator currently offers 15,770 square metres of space across
nine locations in Auckland and Wellington.
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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 Generator, 30 Waring Taylor Street, 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
4 October 2022
Dear Shareholder,
2022 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 2022 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 3 November 2022, 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.
Please read the documents noted above carefully.
A Virtual Meeting Guide which has instructions for attending the meeting online is available at
www.computershare.com/vm-guide-nz. 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 or Edge. Please ensure your browser is compatible.
RESOLUTIONS
At the meeting, shareholders will be asked to consider and, if thought appropriate, pass the following two ordinary
resolutions. The board is recommending that you vote in favour of each resolution.
Ordinary resolutions
1. That Anne Urlwin be re-elected as a director.
2. That the directors be authorised to fix the remuneration of Ernst & Young as auditor for the ensuing year.
Details of the ordinary resolutions above are contained in the explanatory notes to the attached Notice of Meeting.
QUESTIONS
Shareholders present at the meeting will have the opportunity to ask questions during the meeting, in-person or
virtually via the webcast portal, but it may not be possible to address all questions in the time available.
Therefore, the Board is offering shareholders the opportunity to ask questions in advance of the annual meeting and
encourages shareholders to send their questions in advance. If you would like to ask a question, please either email
your question to companysecretary@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.
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 Generator, 30 Waring Taylor Street, 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
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, 28 October
2022.
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, 1
November 2022.
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.
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
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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
You will need the latest version of Chrome, Safari or Edge to access the meeting.
Please ensure your browser is compatible. If you appo
int 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.
Fo r 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, in-person or virtually via the webcast portal. Also, the Board
is offering shareholders the opportunity to ask the Board questions in advance of
the annual meeting. If you would like to ask a question, please either email your
question to companysecretary@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, 28 October 2022. Please note that no amendments
to resolutions proposed 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 Chair
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 Chair’ 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.
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 Chair or any director appointed proxy will vote
in favour of all resolutions. 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, 28 October 2022. 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. Please refer to
the Virtual Meeting Guide available at www.computershare.com/vm
-guide-nz for
more information.
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 on Tuesday 1 November 2022.
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):
Proxy/Corporate Representative Form
ATTENDANCE SLIP
Annual General Meeting of Precinct Properties New Zealand Limited
to be held at Generator Commercial Bay, Toroa Room,
Level 2, PwC Tower 15 Customs St West, Auckland at 11.30am
on Thursday, 3 November 2022.
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 Anne Urlwin be re-elected as a director.
Resolution 2
That the directors be authorised to fix the remuneration of Ernst & Young as auditor for the ensuing year.
Proxy
Discretion
For
Against
Abstain
Appoint a Proxy to Vote on Your Behalf
Elect Electronic Communications
STEP 1
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 Generator Commercial Bay, Toroa Room, Level 2, PwC Tower 15 Customs St West, Auckland at 11.30am on
Thursday, 3 November 2022 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 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.
---
1
Notice of
Meeting
ANNUAL MEETING
OF SHAREHOLDERS 2022
02
Notice of Meeting.
Precinct Properties New Zealand Limited
(the "Company")
Notice of Meeting.
Date
Thursday 3 November 2022
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
Agenda
• Chair's address to shareholders.
• CEO’s address to shareholders.
• Shareholder questions and discussion.
• To consider, and if thought appropriate, pass the following
ordinary resolutions:
1. That Anne Urlwin be re-elected as a director. See explanatory
note 1.
2. That the directors be authorised to fix the remuneration of Ernst
& Young as auditor for the ensuing year. See explanatory note
2.
• Other business: To consider any other matter that may
properly be brought before the meeting.
Important Dates
•
Record date for voting entitlements
– 5.00pm, Friday 28 October 2022 (NZDT)
Latest time for receipt of Proxy Forms
– 11.30am, Tuesday 1 November 2022 (NZDT)
•
Annual Meeting
– 11.30am, Thursday 3 November 2022 (NZDT)
03
Explanatory Notes.
Explanatory Notes.
1. Re-Election of Director
Re-Election of Anne Urlwin
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, Anne Urlwin retires in accordance with this rule and,
being eligible, stands for re-election by shareholders. Ms Urlwin
stands for re-election with the support of the Board and is
considered by the Board to be an Independent Director.
Anne Urlwin
BCom, FCA, CFInstD, MAICD, ACIS, FNZIM
Director, Independent
Term of office
First appointed on 16 September 2019 and last elected by
shareholders in November 2019.
Board Committees
• Audit and Risk Committee (Chair)
• People & Performance Committee
Background
Anne is a professional director with experience in a range of
sectors including construction, infrastructure,
telecommunications, renewable energy, health and financial
services.
She is a director of Summerset Group Holdings Limited,
Queenstown Airport Corporation Limited, City Rail Link Limited,
Ventia Services Group Limited and Vector Limited.
Anne is a chartered accountant and is a former Chair of
national commercial construction group Naylor Love and of the
New Zealand Blood Service, and a former director of Chorus
Limited and Tilt Renewables Limited.
2. 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. Pursuant to section 200(1) of the
Companies Act 1993, Ernst & Young is automatically reappointed
at the annual meeting as auditor of the company.
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.
04
Important Information
Important Information
Transport
Public transport options are available via buses, trains and ferries
to the venue. For those who are driving, parking is available in
the Downtown Carpark, entry at 31 Customs Street West. From
Downtown Carpark, attendees can walk directly across the air
bridge through 188 Quay Street to the Commercial Bay Retail
Centre. Once in the Retail Centre, 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.
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 or Edge. Please
ensure your browser is compatible.
In order to participate remotely you will need to visithttps://
meetnow.global/nz.
Details of how to participate ‘virtually’ are included in the Virtual
Meeting Guide available at www.computershare.com/vm-
guide-nz. 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 and 2 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.
Voting entitlements will be determined as at 5.00pm (New
Zealand time) on Friday 28 October 2022. 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 Virtual Meeting Guide
available at www.computershare.com/vm-guide-nz for more
information. You will need the latest version of Chrome, Safari
or Edge 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 1 November
2022 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 and 2.
Voting on all resolutions put before the meeting will be
conducted by way of a poll only.
Yours faithfully,
Louise Rooney, Company Secretary
4 October 2022
Questions
If you have any questions, please contact Precinct
Investor Relations by telephone 0800 400 599 or by e-mail
hello@precinct.co.nz.
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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