Precinct Properties New Zealand Limited logo

PCT Annual General Meeting 2022

AGM3 October 2022PCTReal 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

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.

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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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