Notice of Annual Meeting

a
20
23
Notice of
2023
Annual
Meeting
of shareholders
Attendees have the option of attending online
or in person at the Tuhono Room, Ground
Lobby, HSBC Tower, 188 Quay Street,
Auckland CBD, Auckland 1010.
ANNUAL
MEETING
NOTICE IS GIVEN that the annual meeting of the
shareholders of Property for Industry Limited
(PFI, the Company) will be held on:
29
WEDNESDAY
MARCH 2023
COMMENCING AT:
AM
11
.
00
PROPERTY FOR INDUSTRY LIMITED

1
PROPERTY FOR INDUSTRY LIMITED ANNUAL MEETING — 2023
Resolution 1:
That Angela Bull (appointed
by the Board as a Director on
20 February 2023), who retires
and is eligible for election,
be elected as a Director of
the Company.
Resolution 2:
That Anthony Beverley, who
retires and is eligible for
election, be elected as a
Director of the Company.
Resolution 3:
That Carolyn Steele (appointed
by the Board as a Director on
22 August 2022), who retires
and is eligible for election,
be elected as a Director of
the Company.
By order of the Board of Directors.
Anthony Beverley
Chair
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.
Resolution 4:
That Dean Bracewell, who
retires and is eligible for election,
be elected as a Director of
the Company.
Resolution 5:
That the Directors are
authorised to fix the fees and
expenses of the auditors,
PricewaterhouseCoopers
Auckland.
Resolution 6:
That the Directors are authorised
to fix the remuneration of the
Directors of the Company
from the close of this meeting
as per the table shown in the
Explanatory Notes in the Notice
of Meeting.

2
EXPLANATORY NOTES
ORDINARY RESOLUTIONS
ELECTION OF ANGELA BULL
The Company’s constitution and
the NZX Listing Rules require
that any person appointed as a
Director by the Board must retire
at the next annual meeting but
shall be eligible for election at the
meeting. Being eligible to do so,
Angela Bull is seeking election,
and the Board unanimously
supports her election.
Having regard to the factors
described in the NZX Corporate
Governance Code that may
impact director independence,
the Board considers Angela Bull
will be an Independent Director,
if elected.
Angela has been a Director of
PFI since February 2023. Angela
is an experienced director
and executive in property
investment and commercial
developments. She is currently
the Chief Executive of Tramco
Group, and a director of Vital
Healthcare Property Trust,
The Real Estate Institute of
New Zealand, Property Council
New Zealand, realestate.co.nz
and Foodstuffs South Island.
Previously, Angela held a number
of senior positions over a 10-year
period with Foodstuffs Auckland
and Foodstuffs North Island,
most recently being General
Manager Property Development
for Foodstuffs North Island.
Angela is also a qualified lawyer
with significant expertise in
environment and property law.
RE-ELECTION OF
ANTHONY BEVERLEY
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, Anthony Beverley is
required to retire at this meeting.
Anthony, being eligible, offers
himself for re-election, and the
Board unanimously supports his
re-election.
Having had regard to the factors
described in the NZX Corporate
Governance Code that may
impact Director independence,
the Board considers Anthony
Beverley will be an Independent
Director, if re-elected.
Anthony joined the PFI Board in
2001 and was last re-elected in
June 2020. He is a professional
director and consultant,
consulting to both the private
and public sector on a wide
variety of property matters.
Anthony’s other directorships
include Arvida Group. Anthony
was formerly head of property
for AMP Capital Investors
(New Zealand) Limited and
is a Chartered Fellow of the
New Zealand Institute of
Directors, a Fellow of the
New Zealand Institute of Valuers,
a Fellow of the Financial Services
Institute of Australasia and a Life
member of the Property Institute
of New Zealand.
Anthony is the Chair of PFI’s
Board and is a member of PFI’s
Audit and Risk Committee and
People Committee.
ELECTION OF
CAROLYN STEELE
The Company’s constitution and
the NZX Listing Rules require
that any person appointed as a
Director by the Board must retire
at the next annual meeting but
shall be eligible for election at the
meeting. Being eligible to do so,
Carolyn Steele is seeking election,
and the Board unanimously
supports her election.
Having regard to the factors
described in the NZX Corporate
Governance Code that may
impact director independence,
the Board considers Carolyn
Steele will be an Independent
Director, if elected.
Carolyn has been a Director
of PFI since August 2022.
Carolyn has a background
in investment management,
capital markets and mergers and
acquisitions, having spent six
years as a portfolio manager at
the Guardians of New Zealand
Superannuation, and ten years
prior to that in investment
banking at Forsyth Barr and
First NZ Capital / Credit Suisse.
Carolyn is currently the Chair
of Halberg Foundation, and
a director of WEL Networks,
Green Cross Health, and
Vulcan Steel, and she is also an
investment committee member
at Oriens Capital. Carolyn’s
previous directorships include
Tuatahi First Fibre, Metlifecare
and Datacom.
Carolyn is the Chair of PFI’s
Audit and Risk Committee.
RESOLUTION 01.RESOLUTION 02.RESOLUTION 03.

3
PROPERTY FOR INDUSTRY LIMITED ANNUAL MEETING — 2023
RE-ELECTION OF
DEAN BRACEWELL
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, Dean Bracewell is
required to retire at this meeting.
Dean, being eligible, offers
himself for re-election, and the
Board unanimously supports his
re-election.
Having regard to the factors
described in the NZX Corporate
Governance Code that may
impact director independence, the
Board considers Dean Bracewell
will be an Independent Director,
if re-elected.
Dean has been a Director of PFI
since November 2019 and was
last re-elected in June 2020. He
is currently a Director of Tainui
Group Holdings, Air New Zealand
and Port of Tauranga Limited
and is a member of the Executive
Board of the Halberg Foundation.
Dean was formerly Managing
Director of Freightways from
1999 through to 2017. During
that time, he took Freightways
through several ownership
changes and by the end of his
time as Managing Director, the
company had achieved significant
growth resulting in a market
capitalisation of $1.2 billion. In
addition to his Managing Director
role, Dean was also a director of
the public policy think tank “The
New Zealand Initiative” and its
predecessor the “New Zealand
Business Roundtable” from 2011
to 2015.
Dean is the Chair of PFI’s People
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.
DIRECTORS
FEES
The proposed resolution is to
adjust Director fees as set out in
the table below.
Director fees were last adjusted
by PFI at the 2021 annual
meeting. Director fees are
reviewed every second year by the
Board in advance of the annual
meeting with any adjustment put
to shareholders for approval.
In setting the proposed rates,
the Board commissioned an
independent benchmarking
review of the current level of
Directors’ fees by Ernst & Young
(EY). A summary of EY’s report,
is available on PFI’s website at
https://www.propertyforindustry.
co.nz/investor-centre/annual-
meeting/.
In proposing this review and
setting the proposed Directors’
fees to be put to shareholders, the
Board has also considered the
continued robust performance
of the Company and the need to
attract and retain directors of a
strong calibre.
RESOLUTION 04.RESOLUTION 05.RESOLUTION 06.

4
PROPOSED STRUCTURE
The proposed fees are in line with
EY’s recommendations.
The Board currently comprises
six Independent Directors
(including the Chair), although
the Board’s composition may
change over time. The changes
result in total Director fees (not
including ad-hoc fees) for the
current Directors of $692,000
per annum. This represents an
overall increase of $22,000, or
3.3%, as compared to the current
fees, which were approved by
shareholders in 2021. This
increase is in line with EY’s
recommendations and as noted
by them reflects the median fee
levels at other comparative NZX
listed companies.
If Resolution 6 is approved by
shareholders, a cap of $50,000
per annum will be established
on the current exertion fee of
$350 per hour. This hourly rate is
payable to the Board for abnormal
and particularly time intensive
projects or transactions outside
the scope of typical Board work.
PFI notes that it has not paid this
fee to its directors since it was
last approved by shareholders
in 2021.
If Resolution 6 is approved
by shareholders, the set rates
above will apply from the close
of this meeting. These rates will
continue to be reviewed every
second year by the Board in
advance of the Annual Meeting
with any adjustment put to
shareholders for approval.
Voting Restrictions
Under NZX Listing Rule 2.11.1,
no remuneration may be paid to
a Director in his or her capacity
as a Director of the Company, or
its subsidiaries, without prior
authorisation by an Ordinary
Resolution. In accordance with
NZX Listing Rule 6.3.1, Directors
intended to receive a payment
or benefit in respect of the
matter being the subject of the
resolution, and any Associated
Persons of those Directors cannot
vote in favour of such resolutions,
unless casting votes under an
expressly directed proxy of a
person who is not disqualified
from voting.
The proposed structure and rates are set out in the table below:
POSITION
$ PLUS GST (IF ANY)
CURRENTPROPOSED
Board Chair170,000175,000
Independent/Non-Executive Director90,00092,000
Audit and Risk Committee Chair15,00015,000
Audit and Risk Committee Member7,5007,500
People Committee Chair10,00013,500
People Committee Member5,0006,750
Hourly rates for abnormal and particularly time
intensive projects or transactions outside the
scope of typical Board work
350 per hour350 per hour*
* Use of this allowance will be capped at $50,000 per annum.

5
PROPERTY FOR INDUSTRY LIMITED ANNUAL MEETING — 2023
Hybrid Meeting
PFI will host its Annual Meeting
online as well as in person this
year. Shareholders can participate
in the annual meeting virtually
through the web platform https://
meetnow.global/nz and selecting
the required meeting. Please refer
to the Virtual Meeting Guide
available at www.computershare.
com/vm-guide-nz for information
on how to participate virtually.
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
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
PROCEDURAL
NOTES
register as at 5.00pm on Monday,
27 March 2023 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 through 6 and
shall have one vote in respect of
every fully paid PFI share held by
that PFI shareholder at that time.
How to vote
PFI shareholders can vote in any
one of the following ways:
• virtually (please refer to the
instructions in the Virtual
Meeting Guide);
• in person;
• by appointing a proxy online at
www.investorvote.co.nz;

6
• 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 or
online) no later than 11.00am on
Monday, 27 March 2023.
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.
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 (other than
Resolution 6). If, in appointing
a proxy, you have inadvertently
not named someone to be your
proxy but otherwise completed
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
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 through 6 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
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
Monday, 20 March 2023.
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.
MORE INFORMATION

Tuhono Room,
Ground Lobby,
HSBC Tower,
188 Quay Street,
Auckland CBD.
Wednesday
29 March
2023
11.00am
Phone: +64 (9) 303 9450
www.propertyforindustry.co.nz
LOCATION
TRANSPORT AND PARKING
Shareholders may use the public transport options
available to get to the venue, including bus, train and
ferry. 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 through to the lobby of the HSBC tower at
188 Quay Street. Please refer to the schedule of fees
at the carpark entry. Mobility parking is available in
the Downtown Carpark.
PROPERTY FOR INDUSTRY LIMITED
Level 4, Hayman Kronfeld Building
15 Galway Street
Auckland 1010
PO Box 1147
Shortland Street
Auckland 1140
QUAY ST
LOWER ALBERT ST
STURDEE ST
CUSTOMS ST WEST
LOWER HOBSON ST
Tuhono
Room
Commercial Bay
Quay St entrance
►
►
DOWNTOWN CARPARK
Entrance
Walk through
via carpark
HSBC TOWER
►
AMP Centre
M Social Auckland
Lower Albert St
Bus Interchange
►
►
Britomart Train Station
►►►►
►
►
►
►
►
►
►
►
►
Lift
Lobby

---

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 29 March 2023
Voting
Voting at the annual 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
Monday, 27 March 2023 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 through 6 and shall have one vote in respect of every fully
paid PFI share held by that PFI shareholder at that time.
Resolutions 1 through 6 are ordinary resolutions that each require a simple majority of
more than 50% of the valid votes cast at the annual meeting.
Voting Restrictions
Under NZX Listing Rule 2.11.1, no remuneration may be paid to a Director in his or her
capacity as a Director of the Company, or its subsidiaries, without prior authorisation by an
Ordinary Resolution. In accordance with NZX Listing Rule 6.3.1, Directors intended to receive
a payment or benefit in respect of the matter being the subject of the resolution, and any
Associated Persons of those Directors cannot vote in favour of such resolutions, unless casting
votes under an expressly directed proxy of a person who is not disqualified from voting.
How to Vote
PFI shareholders can vote in any one of the following ways:
§ virtually (please refer to the instructions in the “Virtual Meeting Guide”);
§ in person;
§ 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 (other than Resolution 6). 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 Monday, 27 March 2023.
HYBRID MEETING
PFI will host its Annual Meeting online as well as in person this year. 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 “Virtual Meeting Guide” prior to the Annual Meeting.

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
the Tuhono Room, Ground Lobby, HSBC Tower, 188 Quay Street, Auckland CBD, Auckland 1010, or virtually, on Wednesday, 29 March 2023, 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 Angela Bull (appointed by the Board as a Director on 20 February 2023), who retires and is eligible for election, be
elected as a Director of the Company.
2.

That Anthony Beverley, who retires and is eligible for election, be elected as a Director of the Company.
3.

That Carolyn Steele (appointed by the Board as a Director on 22 August 2022), who retires and is eligible for election, be
elected as a Director of the Company.
4.
That Dean Bracewell, who retires and is eligible for election, be elected as a Director of the Company.
5.

That the Directors are authorised to fix the fees and expenses of the auditors, PricewaterhouseCoopers Auckland.
6.

That the Directors are authorised to fix the remuneration of the Directors of the Company from the close of this meeting as
per the table shown in the Explanatory Notes in the Notice of Meeting.
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 the Tuhono Room, Ground Lobby, HSBC
Tower, 188 Quay Street, Auckland CBD, Auckland 1010, or
virtually on Wednesday, 29 March 2023, commencing at 11.00am.