Precinct Properties New Zealand Limited/Announcement

Proposed Stapled Structure update and Notice of Meeting

AGM18 April 2023PCTReal Estate

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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 PO Box 2, Wellington 6140, New Zealand
NZX announcement – 18 April 2023
Proposed Stapled Structure update and Notice of Meeting

Further to the announcement on 23 February 2022, Precinct Properties New Zealand Limited
(“Precinct”) (NZX: PCT) is pleased to announce today the proposal for the Company to move to
a stapled structure.
The stapling comprises a proposal by Precinct to undertake a corporate restructuring whereby
each shareholder will receive an equal number of shares in Precinct Properties Investments
Limited (“Precinct Investments”), which is currently a wholly-owned subsidiary of Precinct. Once
issued, these shares will be ‘stapled’ to the Precinct shares, meaning they can only be
transferred or dealt with together.

In order to give effect to the stapling proposal, amendments need to be made to Precinct’s
constitution, which requires the approval of Shareholders by Special Resolution. The effect of
the amendments to the constitution is that Precinct Shares and Precinct Investments Shares will
be able to be stapled.

A Special Meeting of shareholders of Precinct Properties New Zealand Limited will be held on
Thursday 11 May 2023, commencing at 3:00pm (NZ time), online at https://meetnow.global/nz
to consider, and if thought fit, pass a Special Resolution approving the amendments to the
Constitution.

The Notice of Special Meeting and Explanatory Memorandum, which
explains the terms of the
stapling and the manner in which the
stapling will be considered and implemented (if
approved by
Shareholders and by each of the Precinct and Precinct Investments Limited
Boards), and otherwise contains information material to the decision of Shareholders whether to
approve a Special Resolution approving the amendments to the Constitution, will also be sent
to Shareholders. It has also been provided to NZX, together with the Proxy form and Virtual
Meeting Guide.

Please note for your proxy to be effective it must be received by 3:00pm (NZ time) on Tuesday,
9 May 2023.
Following a comprehensive review of Precinct’s corporate structure, the Board believes Stapling
is in the best interests of Precinct’s Shareholders and will ensure long-term growth for Precinct. The
Board unanimously supports and recommends that shareholders vote in favour of the Special
Resolution.
If the Special Resolution is approved by Shareholders, Precinct will implement Stapling and the
Stapled Securities will form a single saleable unit that would trade on the NZX Main Board under
a single ticker code. Precinct shareholders will receive 1 Precinct Investments share for every 1
Precinct share they hold. There is no change in the underlying assets represented by a
Shareholder’s shareholding.

---

DIRECTORY
Precinct Registered Office
Share Registry
Precinct Properties New Zealand Limited
Level 12, 188 Quay Street
Auckland 1010
Telephone: +64 9 222 0070
Email: hello@precinct.co.nz
Website: www.precinct.co.nz
Directors of Precinct
Craig Stobo – Chair, Independent Director
Anne Urlwin – Independent Director
Graeme Wong – Independent Director
Nicola Greer – Independent Director
Mark Tume – Independent Director
Chris Judd – Independent Director
Computershare Investor Services Limited
Level 2, 159 Hurstmere Road
Takapuna, Auckland 0622
Private Bag 92119
Auckland 1142
Telephone: +64 9 488 8777
Email: enquiry@computershare.co.nz
Website: www.computershare.co.nz
Please contact our registrar:
• To change investment details such as name,
postal address or method of payment.
• For queries on dividends and interest
payments.
• To elect to receive electronic communication.
Senior Managers of Precinct
Legal advisors to Precinct
Scott Pritchard, Chief Executive Officer
George Crawford, Deputy Chief Executive Officer
Richard Hilder, Chief Financial Officer
Chapman Tripp
Level 34, PwC Tower
15 Customs Street West
Auckland
P R E C I N C T P R O P E R T I E S N E W Z E A L A N D L I M I T E D
N O T I C E O F M E E T I N G A N D E X P L A N A T O R Y M E M O R A N D U M
P R E C I N C T S T A P L I N G
18 APRIL 2023
This Explanatory Memorandum is a limited disclosure document for the purposes of the
Financial Markets Conduct Act 2013. It is not a product disclosure statement or
prospectus and the transactions contemplated by it do not involve any “regulated
offers” for the purposes of the Financial Markets Conduct Act 2013.
Precinct Properties New Zealand Limited is subject to a continuous disclosure obligation
under the Listing Rules. Market releases by Precinct, including its most recent financial
statements, are available at www.nzx.com under the ticker code PCT.

02
IMPORTANT INFORMATION
IMPORTANT INFORMATION
PRRECINCT PROPERTIES NEW ZEALAND LIMITED
NOTICE OF MEETING AND EXPLANATORY MEMORANDUM
PURPOSE OF THE EXPLANATORY MEMORANDUM
This Explanatory Memorandum is dated 18 April 2023 and
explains the terms of the Stapling and the manner in which the
Stapling will be considered and implemented (if approved by
Shareholders and by each of the Precinct Properties New
Zealand ("Precinct") and Precinct Properties Investments Limited
("Precinct Investments") Boards), and otherwise contains
information material to the decision of Shareholders as to
whether to approve a Special Resolution approving the Stapling
(as described in this Explanatory Memorandum).
This Explanatory Memorandum generally does not include
information that has already been made available to
Shareholders, such as through annual reports and
announcements released through the NZX. Copies of the
audited consolidated financial statements for Precinct and its
subsidiaries for the past ten Financial Years are available on
Precinct’s website, www.precinct.co.nz.
SHAREHOLDER MEETING
A special meeting of Shareholders is being convened, online at
3:00pm Thursday 11 May 2023 at https://meetnow.global/nz to
consider, and if thought fit, pass a Special Resolution approving
the Stapling.
For that purpose, this Explanatory Memorandum is being sent to
all Shareholders explaining the Stapling. The enclosed proxy form
enables Shareholders to vote on the Special Resolution by
appointing a proxy to vote at the Special Meeting.
Given the importance of the Stapling, Shareholders are urged to
complete and return the proxy form as soon as possible if they
do not plan to attend the Special Meeting.
FORWARD-LOOKING STATEMENTS
This Explanatory Memorandum may contain forward-looking
statements including, without limitation, forward-looking
statements regarding the implementation of the Stapling and
the financial position, business strategy and plans and objectives
of management for future operations of Precinct Properties
Group, based on Precinct's and Precinct Investments' current
expectations about future events.
Forward-looking statements contained in this Explanatory
Memorandum are subject to known and unknown uncertainties,
assumptions and risks (including those risks set out in Part 8
Risks
)
that could cause the Stapling not to be implemented or the
actual results, performance or achievements to differ materially
from those expressed or implied by such forward-looking
statements. Such forward-looking statements are based on
numerous assumptions regarding satisfaction of conditions for
and completion of the Stapling and Precinct Properties Group's
present and future business strategies and the environment in
which Precinct Properties Group will operate in the future.
Matters not yet known to Precinct or Precinct Investments or not
currently considered material by Precinct or Precinct Investments
may impact on these forward-looking statements.
The statements in this Explanatory Memorandum reflect views
held as at the date of this Explanatory Memorandum. In light of
these uncertainties, assumptions and risks, the forward-looking
statements discussed in this Explanatory Memorandum may not
occur. Given these conditions, Shareholders are cautioned not
to place undue reliance on such forward-looking statements.
Subject to any continuing obligations under applicable law or
any relevant Listing Rules, Precinct and Precinct Investments
expressly disclaim any obligation to disseminate after the date of
this Explanatory Memorandum any updates or revisions to any
such forward-looking statements to reflect any change in
expectations or events, conditions or circumstances upon which
any such statements are based.
NO INVESTMENT ADVICE
The information outlined in this Explanatory Memorandum does
not constitute financial product or investment advice. This
Explanatory Memorandum has been prepared without
reference to the particular investment objectives, financial
situation, taxation position and particular needs of individual
Shareholders. It is important that Shareholders read this
Explanatory Memorandum in its entirety before making any
decision on how to vote in respect of the Special Resolution to
approve the Stapling. Shareholders in any doubt in relation to
these matters should consult their investment, financial, taxation
or other professional advisor.
NZX MATTERS
A copy of the Notice of Meeting and Explanatory Memorandum
has been provided to NZ RegCo. NZ RegCo does not object to
distribution of the Notice of Meeting and Explanatory
Memorandum. Neither NZ RegCo nor any of its officers takes any
responsibility for the contents of the Notice of Meeting or
Explanatory Memorandum.
INFORMATION FOR SHAREHOLDERS OUTSIDE NEW
ZEALAND
This document does not constitute an offer of securities in any
jurisdiction outside New Zealand but rather is explanatory
material to inform a decision on whether or not to approve a
change to Precinct’s constitution. In particular, this document
does not constitute an offer to sell, or a solicitation of any offer to
buy, any shares in the United States or in any other jurisdiction.
Should the Precinct Board decide to proceed with Stapling, the
distribution of Precinct Investments Shares will be made without
recipients having to provide any consideration. The distribution of
Precinct Investments Shares contemplated by the Stapling have
not been, and will not be, registered under the U.S. Securities Act
of 1933 or the securities laws of any other jurisdiction.
GENERAL INFORMATION
Unless otherwise indicated, capitalised terms have the meaning
set out in the Glossary.
All references to time in this Explanatory Memorandum are to
New Zealand Standard Time (unless the context requires
otherwise).

03
IMPORTANT INFORMATION
Any reference to $ and cents is to New Zealand currency, unless
otherwise stated.
NZX LISTING
Precinct has entered into a listing agreement with NZX. Subject
to the Stapling being approved by the Shareholders and each of
the Precinct and Precinct Investments Boards, NZX approving
Precinct Investments' application to have its shares quoted and
quotation of Precinct Investments Shares (as part of the Stapled
Securities), Precinct Investments will enter into a listing
agreement with NZX. Application will be made to NZX for
quotation of the Stapled Securities on the NZX Main Board and
all the requirements of NZX that can be complied with on or
before the date of this Explanatory Memorandum have been
duly complied with. However, NZX accepts no responsibility for
any statement in this explanatory memorandum.
LISTING PROFILE
If the Stapling is approved by Shareholders, this Explanatory
Memorandum will be filed with NZX with an additional
information document disclosing the outcome of the Special
Resolution, any material changes to the information contained in
this Explanatory Memorandum and containing a certificate from
the directors of Precinct Investments that all material information
is included in the Explanatory Memorandum (read in conjunction
with the additional information document). Together these will
form the Profile required under the Listing Rules for the purposes
of the listing of Precinct Investments.
ENQUIRIES
For all enquiries relating to the Stapling, please contact the
Company Secretary, Louise Rooney, on +64 21 294 3189 or by
email at companysecretary@precinct.co.nz or your financial
advisor. If you have any questions about how to complete the
Proxy Form, please contact the Share Registrar as set out in the
Directory.

04
CONTENTS
PRRECINCT PROPERTIES NEW ZEALAND LIMITED
NOTICE OF MEETING AND EXPLANATORY MEMORANDUM

05
CONTENTS
CONTENTS
Letter from the Chair
06
Notice of Meeting
08
Explanatory Notes
09
1. Overview of the Stapling10
2. Key Dates14
3. Details of the Stapling15
4. The Stapled Group21
5. The Boards and Management of the Stapled Group21
6. Tax and Dividend Information24
7. Additional Information26
8. Risks28
Glossary30

06
LETTER FROM THE CHAIR
LETTER FROM THE CHAIR
PRRECINCT PROPERTIES NEW ZEALAND LIMITED
NOTICE OF MEETING AND EXPLANATORY MEMORANDUM
CRAIG STOBO, INDEPENDENT DIRECTOR AND CHAIR
Dear Shareholder,
Tēnā koe. On behalf of the directors of Precinct, I am pleased to present you with this Explanatory Memorandum and ask you to
support the proposal for Precinct to move to a stapled structure. This Explanatory Memorandum contains details of the Stapling,
describes the Special Resolution and sets out what you need to do should you decide to support the Special Resolution.
Why are we proposing a stapled structure
As noted last year and most recently in our interim results earlier this year, we have been actively considering the option of moving to a
stapled structure. Given Precinct’s strategic direction, future participation in a wider set of opportunities and growth in our capital
partnerships, the proposed stapled structure will ensure the most robust company structure to allow flexibility for Precinct to continue to
execute its strategy whilst retaining Portfolio Investment Entity (PIE) status.
Following the internalisation of Precinct’s management in 2021, Precinct’s structure has evolved from being externally managed to an
internally managed real estate investment company. Our strategy has broadened to now include the ability to partner with direct
investors, offering the opportunity for joint investment into our assets and large-scale development projects. Precinct's capital
partnerships offer the opportunity to invest in a wider set of opportunities and to leverage the market position that Precinct has.
Precinct expects these opportunities to lead to enhanced earnings. Precinct's capital partnering objectives include enhancing
earnings through improved return on equity, improving capital management and leveraging development opportunities to drive
higher returns on capital.
The proposed stapled structure, combined with strategy execution, is expected to provide significant long-term benefits to Precinct
and its investors. It will allow for growth in its capital partnerships, ensuring Precinct is fit for purpose and able to continue to deliver on its
strategy and growth potential. Precinct's revised strategy, supported by a stapled structure is expected to provide earnings growth
while ensuring Precinct retains its PIE status.
Retaining Precinct's existing company structure will require Precinct to limit its strategic aspirations and opportunities. Precinct will be
constrained in its ability to continue to grow its management and operational business or pursue new growth opportunities to adhere
to PIE rules.
What is a stapled structure
A stapled structure is a common corporate structure often used in the real estate sector in Australasia. A stapled group comprises two
listed parent companies whose shares are held by the same shareholders in equal proportions. The shares in each parent company are
"stapled" together, meaning they can only be transferred or dealt with together. In this case, if Shareholder approval is received, the
underlying assets of the stapled group will be the same as immediately prior to stapling.
Precinct’s real estate offering
Ranked in the NZX top 20, Precinct is the largest owner, manager and developer of premium inner-city real estate in Auckland and
Wellington. While Precinct predominantly invests in office buildings, it has successfully extended its offering to include:
• Flexible and co-working space in Auckland and Wellington provided by Generator;
• A hotel, retail and hospitality offering;
• Capital partnerships with GIC and PAG; and
• A multi-unit residential development management business.

07
LETTER FROM THE CHAIR
Long-term benefits of Precinct moving to a stapled structure
Moving to a stapled structure will:
• Provide flexibility for Precinct to continue to execute its strategy;
• Allow growth in Precinct's capital partnerships;
• Enable future participation in a wider set of opportunities including residential and large-scale development projects;
• Ensure Precinct is fit for purpose to enable sustainable growth while retaining PIE status; and
• Provide opportunities to improve Precinct's capital management position, return on equity and long-term earnings for shareholders.
PIE tax benefits
Precinct is a listed PIE under New Zealand’s PIE regime. This regime benefits New Zealand investors as all dividends received can be
excluded from their tax returns. To maintain PIE status, Precinct must continue to satisfy all the PIE eligibility requirements on an ongoing
basis.
As outlined above, Precinct has extended its business model and revenue streams. As a result, it now has income and investments that
are classified as both qualifying and non-qualifying for the purposes of PIE eligibility as set out under the Income Tax Act.
Supporting Precinct to move to a stapled structure will allow for further growth while ensuring both Precinct and its investors retain the
tax benefits available under New Zealand’s PIE regime by remaining a listed PIE.
What you need to do
This Explanatory Memorandum contains important information. You should read it carefully as part of your consideration of the Special
Resolution. Shareholders should specifically refer to the advantages, disadvantages and risks of the Stapling described in Part 3
Details
of the Stapling
, Part 6
Tax and Dividend Information
and Part 8
Risks
.
Special Meeting
Shareholders will be asked to vote on the Special Resolution at the Special Meeting scheduled to be held online at 3:00pm, Thursday
11 May 2023 at https://meetnow.global/nz.
A Virtual Meeting Guide with 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.
Votes can be lodged during the virtual meeting, or by appointing a proxy to vote on your behalf.
You may appoint a proxy to vote on your behalf using the proxy forms enclosed with this Explanatory Memorandum or online at
www.investorvote.co.nz. Proxy notifications must be made by 3:00pm on Tuesday 9 May 2023. Proxy forms received after this time will
be invalid.
If you are uncertain about the course of action you should take regarding any information contained in the Notice of Meeting and this
Explanatory Memorandum, you should consult your legal, investment, taxation or other professional advisor(s).
If approved and Precinct moves to a stapled structure, Shareholders are expected to receive their Precinct Properties Group Stapled
Shares on 1 July 2023 and holding statements following that date. However, the Board reserves the right to implement the stapled
structure at a different date, in which case Shareholders will be notified of the revised Effective Date.
Board recommendation
The Board believes the proposed stapling is in the best interest of Precinct investors and partners and will support Precinct’s growth
potential well into the future, creating long-term sustainable value.
The Board of Directors of Precinct unanimously supports and recommend that Shareholders vote in favour of the special resolution.
We look forward to creating value for you, our Shareholders, as we continue to execute on our strategic growth initiatives and deliver
on our long-term strategy. Having the support of our investors is an integral part in achieving this.
On behalf of the Board, thank you for your continued support in Precinct and I welcome your consideration for the proposed change
to a stapled structure.
Ngā mihi,
Craig Stobo
Independent Director and Chair
Precinct Properties New Zealand Limited

08
NOTICE OF MEETING
NOTICE OF MEETING
PRRECINCT PROPERTIES NEW ZEALAND LIMITED
NOTICE OF MEETING AND EXPLANATORY MEMORANDUM
Notice is given that a Special Meeting of the Shareholders of Precinct Properties New Zealand (Precinct) will be held online at 3:00pm
on Thursday 11 May 2023 at https://meetnow.global/nz.
BUSINESS
The business of the meeting will be to consider and, if thought fit, pass the following Resolution:
Approval of alterations to Precinct’s Constitution
As a Special Resolution:
“That the Constitution of Precinct Properties New Zealand Limited ("Precinct") be revoked and Precinct adopt a replacement
Constitution in the form described in the Notice of Meeting and Explanatory Memorandum and tabled at the Special Meeting and
signed by the Chair for the purpose of identification to take effect from a time determined by the Board of Directors of Precinct and
notified to NZX, and provided that this resolution will be deemed not to have been passed unless the Board resolve that, in the Board’s
view, the adoption of the replacement Constitution remains in the best interests of Precinct and its Shareholders taken as a whole.”
DIRECTORS’ RECOMMENDATION TO APPROVE THE SPECIAL RESOLUTION
The Precinct Board fully supports the Stapling and unanimously recommends that Shareholders vote in favour of the Special Resolution.
Each Director has indicated that they will be voting the Precinct Shares they hold or control in favour of the Special Resolution (to the
extent permitted).
VOTING AND PROXIES
You may exercise your right to vote at the Special Meeting either by participating directly online or by appointing a proxy to attend
and vote in your place. A Proxy Form is enclosed with this Notice of Meeting. If you wish to vote by proxy, you must complete the form
and return it to Precinct in accordance with its instructions so as to be received no later than 3:00pm on Tuesday 9 May 2023. Proxy
forms returned after this time will be invalid.
A proxy need not be a Shareholder. You may direct your proxy how to vote or give your proxy discretion to vote as he or she thinks fit.
If you wish to give your proxy such discretion you should mark the appropriate box on the proxy form accordingly. If you do not mark
any box then your proxy may vote or abstain from voting as he or she sees fit. If your named proxy does not attend the meeting or you
have inadvertently not named a proxy, the Chair will be your proxy and will vote in accordance with your expressed direction.
The Chair of the Board is willing to act as a proxy. If you appoint the Chair as proxy but do not direct him to vote on any particular
matter then the Chair intends to vote your Precinct Shares in favour of the Special Resolution.
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
using a smartphone, tablet or computer. You will need the latest version of Chrome, Safari or Edge. Please ensure your browser is
compatible. In order to participate you will need to visit: https://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 Special 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.
By order of the Board
Craig Stobo Independent Director and Chair
Notes:
1. The Resolution is a Special Resolution which requires approval by not less than 75% of the votes of those Shareholders entitled to vote
and voting on the Special Resolution.
2. A copy of the NZX Listing Rules can be viewed at www.nzx.com

09
EXPLANATORY NOTES
EXPLANATORY NOTES
These explanatory notes set out further detail of the proposed amendments to the constitution which are the subject of the Special
Resolution required under the Companies Act and Listing Rules.
Background
The purpose of the Special Meeting is to consider and, if thought fit, to approve the Special Resolution approving the amendments to
the Constitution.
A summary of the Stapling and the consequences of approving the Stapling are set out in Part 3 of this document.
A document showing the comparison of the proposed new version of Precinct’s Constitution as a mark up against Precinct’s current
Constitution is available at https://www.precinct.co.nz/corporate-governance. Shareholders can request a physical or electronic copy
of the proposed Constitution by emaiing companysecretary@precinct.co.nz or phoning 021 294 3189.
If the Special Resolution is not approved, the amendments to the Constitution will not become effective and Stapling will not be able
to occur. In that case, Precinct Investments would remain a wholly-owned subsidiary of Precinct.
Board recommendation
The Precinct Board fully supports the Stapling and unanimously recommends that Shareholders vote in favour of the Special Resolution
to be put to them at the Special Meeting. Each Director has indicated that they will be voting in favour of the Special Resolution.
Minority buy-out rights
Approval by Shareholders of the Special Resolution put forward in this Notice of Meeting will affect the rights attaching to Precinct
Shares in certain ways for the purposes of section 117 of the Companies Act. For example, Shareholders will not be able to acquire or
dispose of Precinct Shares separately from the acquisition or disposal of Precinct Investments Shares.
If a Shareholder votes against the Special Resolution with all of the shares that are registered in that Shareholder’s name and have the
same beneficial owner, and that resolution is nonetheless passed, that Shareholder will be entitled, if the Shareholder elects to do so, to
require Precinct to purchase their Precinct Shares, under section 111 of the Companies Act. The Companies Act prescribes specific
procedures in relation to the exercise of such minority buy-out rights. Any Shareholder who is entitled, and wishes, to require Precinct to
purchase its Precinct Shares in accordance with the above may within 10 working days of the passing of the Special Resolution give a
written notice to Precinct.
The terms of the Special Resolution require the amendments to the Constitution to be approved by the Precinct Board in order for the
Special Resolution to be effective. If Board approval is not given, the Stapling will not occur and Precinct will retain its existing
Constitution and structure, and consequently, rights attaching to Precinct Shares for the purposes of section 117 of the Companies Act
will not have been affected. This approach is to protect the interests of Precinct and its Shareholders as a whole, by providing a
mechanism whereby the Stapling will not be implemented if to do so would be likely, in the Board’s view, to impose a material liability
or other obligation on Precinct.
Important
The Board recommends to all Shareholders that if they are in any doubt as to any aspect of the matters to be considered at the
Special Meeting, they should seek independent financial or legal advice in relation to, and as to their rights as Shareholders arising
from, the matters set out in this Notice of Meeting.

10
PART 1: OVERVIEW OF THE STAPLING
PART 1: OVERVIEW OF THE STAPLING
PRRECINCT PROPERTIES NEW ZEALAND LIMITED
NOTICE OF MEETING AND EXPLANATORY MEMORANDUM
TopicSummary
Who is the issuer of this
Explanatory Memorandum?
Precinct has issued this Explanatory Memorandum to all Shareholders for the purposes of the Special
Meeting to be held online at 3:00pm on Thursday 11 May
2023
.
What are the terms of the
Precinct Stapling?
Shareholders are being asked to vote on the Stapling. The Stapling comprises a proposal by Precinct
to amend its Constitution. The proposed amendments to the Constitution require the approval of
Shareholders by Special Resolution. The effect of the amendments to the Constitution is that Precinct
Shares and Precinct Investments Shares will be able to be stapled (
Stapling
).
A full description of the Stapling is set out in Part 3
Details of the Stapling
.
What is the Stapling?
Precinct has announced the restructuring of its operations to separate its management services and
operational business from its property ownership business, with Precinct to retain the property
portfolio and Precinct Investments to acquire the management services and operational business.
Precinct will transfer its management services and operational business to Precinct Investments on or
about the Effective Date. Before the Effective Date, Precinct will enter into a management
agreement with Precinct Properties Management Limited (PPML) under which PPML will manage
Precinct’s business and its property portfolio, for a management fee.
If the Stapling is approved, the Precinct Board proposes to distribute all of the Precinct Investments
Shares that Precinct holds in Precinct Investments, comprising all of the Precinct Investments Shares
on issue, to Shareholders on the basis of one Precinct Investments Share for each Precinct Share
held by them (the
Distribution
) and to ‘staple’ the shares of each company together so that
Precinct Shares can only be transferred if the corresponding number of Precinct Investments Shares
to which they are “stapled” are also transferred. The Distribution, which will be a transfer of Precinct
Investments Shares to Shareholders for free, will result in Precinct Investments being owned by
Shareholders and ceasing to be a wholly-owned subsidiary of Precinct.
The Stapled Securities are intended to be quoted on the NZX Main Board securities market as a
single parcel of shares of Precinct Properties Group.
Further information is set out at Part 3
Details of the Stapling.
What is the purpose of the
Precinct Stapling?
The amendments to the Constitution to provide for Stapling require the approval of Shareholders by
Special Resolution.
The stapling ensures that Precinct's strategy can be further progressed while maintaining our PIE
status. This strategy is to grow our capital partnerships, extend our operating businesses and
participate in developments, including residential.
The Stapling will ensure the fees generated through our capital partnerships combined with our
operational businesses will benefit Shareholders without adversely affecting the PIE treatment that
Shareholders receive from Precinct’s property ownership business. Without a stapled structure,
Precinct will be constrained in its ability to grow its management and operational business or pursue
new growth opportunities to adhere to PIE rules.
For further information regarding the potential impact of this on Shareholders, see Part 3
Details of
the Stapling
.
What is the purpose of the
Special Meeting, Notice of
Meeting and Explanatory
Memorandum?
In order to give effect to the Stapling proposal, amendments need to be made to Precinct’s
Constitution, which requires the approval of Shareholders by Special Resolution. The effect of the
amendments to the Constitution is that Precinct Shares and Precinct Investments Shares will be able
to be Stapled. A Special Meeting of Shareholders of Precinct will be held online to consider, and if
thought fit, pass a Special Resolution approving the amendments to the Constitution.
The Notice of Meeting and Explanatory Memorandum explain the terms of the Stapling and the
manner in which the Stapling will be considered and implemented (if approved by Shareholders
and by each of the Precinct and Precinct Investments Boards), and otherwise contains information
material to the decision of Shareholders as to whether to approve a Special Resolution approving
the amendments to the Constitution.

11
PART 1: OVERVIEW OF THE STAPLING
What are the expected benefits
and potential disadvantages to
consider when deciding how to
vote?
The proposed stapled structure, combined with strategy execution is expected to provide the most
robust company structure for Precinct to enable growth in Precinct’s capital partnerships, future
participation in a wider set of opportunities and large scale vertical mixed-use development
projects.
Moving to a stapled structure will:
• Provide flexibility for Precinct to continue to execute its strategy;
• Allow growth in Precinct's capital partnerships;
• Enable future participation in a wider set of opportunities including residential and large-scale
development projects;
• Ensure Precinct is fit for purpose to enable sustainable growth while retaining PIE status; and
• Provide opportunities to improve Precinct's capital managment position, return on equity and
long-term earnings for shareholders.
The potential disadvantages of approval of the Stapling include:
• Shareholders may have additional tax to pay on the dividends from Precinct Investments (eg if
they have a personal tax rate higher than the company tax rate or the dividend paid is not fully
imputed) whereas they do not currently have any additional tax on dividends from Precinct,
including on distribution of management fee income due to Precincts PIE status;
• The Stapling will result in increased complexity within the Precinct Properties Group;
• Precinct has a binding tax ruling (the Ruling) from Inland Revenue (IR) in relation to the Stapling
and its impact on Precinct's PIE status, which is valid for a period of five years. There is no
guarantee that the ruling will be renewed or that the taxation law will not change in a way that
adversely affects Stapling and Precinct's PIE status; and
• Management services provided by PPML to Precinct will need to be demonstrated as being on
arms' length terms to comply with the requirements of the Ruling (as well as being in the best
interests of each of them in accordance with usual company law requirements). This may mean
that Precinct and Precinct Investments may need to engage an independent advisor to review
transactions from time to time, and potentially reduces the flexibility that they currently have as
members of the Precinct Properties Group.
What are the effects of the
Stapling?
If the Stapling is approved by Shareholders, Precinct intends to staple the Precinct Shares and
Precinct Investments Shares together to form a single security that can be traded on the NZX Main
Board.
The key effect of Stapling is that Precinct Shares will not be able to be transferred without a
corresponding transfer of the Precinct Investments Shares to which they are stapled (and vice
versa). Shareholders will be given Precinct Investments Shares so the result is that Shareholders will
not be limited in any way from being able to transfer their investment in Precinct as the Stapled
Securities will be able to be traded on NZX in the same way as their Precinct Shares are currently
traded.
Stapling will not affect Shareholders’ rights to receive distributions from Precinct and Precinct
Investments (if any), or the right to share equally in the proceeds of Precinct or Precinct Investments
if either is liquidated. Stapling will also not affect Shareholders’ rights to vote as a holder of Precinct
Shares and Precinct Investments Shares.
Further information on Stapling and what this means for Shareholders is provided in Part 3
Details of
the Stapling
.

12
PART 1: OVERVIEW OF THE STAPLING
PART 1: OVERVIEW OF THE STAPLING (CONTINUED)
PRRECINCT PROPERTIES NEW ZEALAND LIMITED
NOTICE OF MEETING AND EXPLANATORY MEMORANDUM
What steps are necessary to
implement the Stapling?
The Stapling will only be implemented if the changes to the Constitution are approved by
Shareholders (by Special Resolution) and by the Precinct and Precinct Investments Boards.
If the Stapling is approved, Shareholders who voted all their Shares against the Stapling may,
potentially, be able to invoke certain buy-out rights under section 117 of the Companies Act.
However, the terms of the Special Resolution require the Stapling to be approved by the Precinct
Board in order for the Special Resolution to be effective. If the Stapling is not approved by the
Precinct Board, the Stapling will not occur and Precinct will retain its existing constitution and
structure, and consequently, rights attaching to Precinct Shares for the purposes of section 117 of
the Companies Act will not have been affected and the buy-out rights will not apply.
For further information see the
Explanatory Notes
following the
Notice of Meeting
.
How much do I have to pay?
No consideration is required to be paid or provided by Shareholders under the Distribution (ie,
Precinct Investments Shares will be distributed to Shareholders for free). There should be no New
Zealand tax payable by Shareholders on the Distribution if Precinct is a listed PIE at the time.
What approvals are required?
Precinct is seeking approval to amend its Constitution to provide for Stapling.
The necessary amendments must be approved by Special Resolution of Shareholders, being a
majority of not less than 75% of the votes attached to Precinct Shares that are entitled to vote and
voting.
Shareholder approval is not being sought in connection with the Distribution, and the Distribution is
not a “regulated offer” for the purposes of the FMC Act or FMC Regulations.
How do I vote?
Shareholders can vote on the Special Resolution either by:
• attending the Special Meeting online at https://meetnow.global/nz; or
• appointing a proxy to vote at the Special Meeting.
The Chair of the Board is willing to act as a proxy. If you appoint the Chair as proxy but do not direct
him to vote on any particular matter then the Chair intends to vote your Precinct Shares in favour of
each Resolution.
Is there a Precinct Board
recommendation?
The Precinct Board fully supports the Stapling and unanimously recommends that Shareholders vote
in favour of the Special Resolution to be put to them at the Special Meeting.
What will my Precinct
Shareholding look like after the
Stapling?
The diagram below shows an illustrative 1,000 shareholding in Precinct and how this shareholding will
change after the Stapling.
The shareholder will retain 1,000 shares in Precinct and receive 1,000 shares in Precinct Investments.
There is no change in the underlying assets represented by your shareholding.
Please refer to Part 6
Tax and Dividend Information
for an illustration of the impact on expected
dividends from each of these holdings.

13
PART 1: OVERVIEW OF THE STAPLING
What happens if the Stapling isn't
approved?
If Shareholder approval is not obtained, Precinct’s Constitution will not be able to be amended. As a
consequence, Stapling will not occur, Shareholders will not receive Precinct Investments Shares
under the Distribution and Precinct will remain listed on the NZX Main Board but will not be a part of
a Stapled group with Precinct Investments.
In addition, Precinct will be limited in its ability to pursue new growth opportunities and to grow its
funds management and/or operational business in order to retain PIE status.

14
PART 2: KEY DATES
PART 2: KEY DATES
PRRECINCT PROPERTIES NEW ZEALAND LIMITED
NOTICE OF MEETING AND EXPLANATORY MEMORANDUM
Latest time for receipt by Precinct of proxy forms
3:00pm Tuesday 9 May 2023
Record Date for voting on Stapling
5:00pm Tuesday 9 May 2023
Special Meeting of Shareholders to consider Stapling
3:00pm Thursday 11 May 2023
Effective Date of Stapling
Expected to be 1 July 2023
Stapled Securities commence trading on the NZX Main Board
Expected to be 3 July 2023
These dates, and future dates in this Explanatory Memorandum generally, are subject to change, are indicative only and, subject to
the requirements of the Financial Markets Conduct Act 2013 and the NZX Main Board Listing Rules, may be amended by Precinct at its
absolute discretion.

15
PART 3: DETAILS OF THE STAPLING
PART 3: DETAILS OF THE STAPLING
DESCRIPTION OF THE STAPLING
Current structure of Precinct
Precinct is currently listed on the NZX Main Board. Precinct is in
the business of owning commercial property and holds a
portfolio valued at approximately $3.2 billion as at 31 December
2022.
Precinct holds this property through various property-owning
subsidiaries. Precinct’s management was internalised in early
2021 and Precinct currently manages its own portfolio. Prior to
the Effective Date, Precinct and PPML will enter into a
Management Agreement under the terms of which PPML will be
appointed to manage the Precinct Group and its property
portfolio. The key terms of the Management Agreement are
described in Part 7
Additional Information
.
Commercial objectives of the Stapling
Precinct’s objective is to create a group structure that is “fit for
future purpose”. That is, it must support Precinct’s ability to
develop new property investment fund opportunities for
potential property sector investors, expand its operational
offering and make use of the existing property investment
management services capabilities within Precinct to manage
these new opportunities (in return for management fees).
The broad commercial rationale for the Stapling is to increase
flexibility for Precinct’s investment structure, operational business
and property investment management services business.
Investment management provides Shareholders with additional
returns by making use of Precinct’s management capabilities.
However, any effective investment and management structure
will preferably maintain Precinct’s current taxation status.
An important component of Precinct’s company strategy is to
grow its capital partnerships, future participation in a wider set of
opportunities and large-scale vertical mixed-use development
projects. The Stapling will ensure the fees generated through
capital partnerships combined with operational businesses will
benefit Shareholders without adversely affecting the PIE
treatment that Shareholders receive from Precinct’s property
ownership business. Retaining Precinct's existing company
structure will require Precinct to limit its strategic aspirations and
opportunities. Precinct will be constrained in its ability to continue
to grow its management and operational business or pursue new
growth opportunities to adhere to PIE rules.
Taxation profile of Precinct and Precinct’s investors
Precinct is a listed portfolio investment entity (PIE) under the
Income Tax Act.
As a listed PIE, New Zealand tax is payable by Precinct on its
taxable income at 28% (the New Zealand company taxation
rate at the date of this Explanatory Memorandum).
The net effect of being a listed PIE is that Shareholders will not
pay more than an effective rate of New Zealand tax of 28% on
Precinct’s underlying total income (including on distribution of
this income to Shareholders), even if they have a 33% or 39%
personal tax rate. Precinct’s capital gains (if any) and any
untaxed income (eg due to tax depreciation) can also be paid
out tax free to investors. Therefore, there are important New
Zealand taxation advantages to investors (particularly those
investors on personal tax rates of greater than 28%) from Precinct
maintaining its listed PIE status.
In order to ensure that it remains a listed PIE, Precinct must
comply with certain income and investment restrictions set out in
the Income Tax Act.
Precinct must ensure that at least 90% of its total income is
derived from property investments (or other qualifying
investments, such as shares in its property holding subsidiaries)
and be of a prescribed kind (eg, property rental income other
than from associated parties, dividends or income from
subsidiaries). Any non-qualifying income must be less than 10%
of Precinct’s total income.
Similarly, under the shareholding test, Precinct cannot hold
greater than 20% shareholding interests in any entities that are
not other PIEs, entities that may qualify for PIE status (ie are “PIE
equivalents”), or “land investment companies” (ie property-
owning subsidiaries of PIEs) unless the combined market value of
these non-qualifying investments is 10% or less of the market
value of Precinct’s total investments.
Potential outcomes with current structure
The management services fees and operational revenue that
Precinct earns do not qualify as the prescribed kinds of qualifying
income for a PIE (non qualifying income). If Precinct directly
derives more than 10% of its total income from non-qualifying
income, it will lose PIE status. Similarly, if the non-qualifying
income streams are earned by a wholly-owned subsidiary of
Precinct, as that entity will not be a PIE, PIE equivalent or land
investment company, Precinct’s PIE status will be lost if the total
market value of all the non-qualifying entities exceeds 10% of the
market value of Precinct’s total investments.
The loss of PIE status will have adverse consequences for all
Shareholders. In this case, Precinct’s future distributions (including
the distribution of capital gain amounts that are currently able to
be received by Shareholders without the need to pay further tax
due to Precinct’s current PIE status) will be taxable to
Shareholders as dividends at personal tax rates of (currently) up
to 39%.
If Precinct doesn't limit its strategic aspirations and opportunities
then Precinct expects that the ratio of its non-qualifying income
to total income could exceed the 10% limit under the PIE rules (if
Precinct were to provide the management services or own
operational businesses directly). Alternatively, if the
management services or operational businesses continue to
grow unlimited and are provided through wholly-owned
subsidiaries, the value of the income streams are likely to mean
that the aggregate market value of those subsidiaries will
constitute more than 10% of the market value of Precinct’s total
investments. This will also cause a breach of PIE status.
Therefore, the current corporate structure (whereby property
investment management services and operational businesses
are provided directly by Precinct or through a wholly-owned
subsidiary of Precinct) limits the scope for Precinct to pursue new
growth opportunities, (such as third-party investment partnerships
with associated management agreements), without breaching
Precinct’s listed PIE status.

16
PART 3: DETAILS OF THE STAPLING
PART 3: DETAILS OF THE STAPLING (CONTINUED)
PRRECINCT PROPERTIES NEW ZEALAND LIMITED
NOTICE OF MEETING AND EXPLANATORY MEMORANDUM
Proposed solution
To ensure the corporate structure is available to support its
commercial objectives, while also ensuring its PIE status can be
maintained, Precinct proposes the Stapling. The Stapling
involves the following steps:
(a) On 14 December 2022, Precinct Investments was
incorporated as a wholly-owned subsidiary of Precinct;
(b) Before the Effective Date, Precinct and PPML will enter into
the Management Agreement under the terms of which PPML will
be appointed to manage the Precinct group and its property
portfolio. The key terms of the Management Agreement are
described in Part 7
Additional Information
;
(c) Prior to the Effective Date, Precinct will transfer the shares it
holds in certain subsidiaries that do not qualify as PIE entities to
Precinct Investments, creating an intercompany loan between
Precinct and Precinct Investments;
(d) On or about the Effective Date, Precinct will transfer to PPML
all Precinct’s employees, systems, fixed assets and other property
associated with Precinct’s property investment management
services activities;
(e) On or about the Effective Date, Precinct Investments will
capitalise the intercompany loan created at step (c) above in
consideration for the issue of 100 shares in Precinct Investments
to Precinct;
(f) In accordance with the Notice of Meeting accompanying this
Explanatory Memorandum, Precinct is seeking the approval of
Shareholders by Special Resolution to the amendments to the
Constitution (available at https://www.precinct.co.nz/corporate-
governance or upon request by emailing
companysecretary@precinct.co.nz or phoning 021 294 3819) so
that Precinct can give effect to the Precinct Stapling;
(g) If Shareholder approval is obtained and the Precinct and
Precinct Investments Boards decide to proceed with the
Stapling:
i. Precinct Investments Shares and Precinct Shares will be
Stapled;
ii. Precinct and Precinct Investments will enter into the Stapling
Deed in order to give effect to the Stapling of Precinct
Investments Shares and Precinct Shares. The key terms of the
Stapling Deed are described in Part 7
Additional Information
;
iii. each of Precinct and Precinct Investments will have new
constitutions that contain provisions required to implement
Stapling. A document showing the comparison of the
proposed new version of Precinct’s Constitution as a mark up
against Precinct’s current Constitution is available at https://
www.precinct.co.nz/corporate-governance or upon request
by emailing companysecretary@precinct.co.nz or phoning
021 294 3819;
iv. the Distribution will be authorised on a one-for-one basis so
that Shareholders will hold equal numbers of Precinct
Investments Shares and Precinct Shares. No consideration will
be payable by Shareholders under the Distribution (ie Precinct
Investments Shares will be distributed to Shareholders for
free). Shareholder approval is not being sought in
connection with the Distribution, and the Distribution is not a
“regulated offer” for the purposes of the FMC Act or FMC
Regulations. Shareholders will not be able to refuse to accept
the distribution to them of Precinct Investments Shares under
the Distribution; and
v. Precinct Investments will apply to be listed on the NZX Main
Board, and Precinct Investments and Precinct will apply to
have the Stapled Securities (ie Precinct Investments Shares
and Precinct Shares) quoted on the NZX Main Board, and, if
accepted, the Stapled Securities will commence trading
under a single ticker code, "PCT", as a Stapled group.
The effect of the Distribution will be to transfer Precinct’s
shareholding in Precinct Investments to Shareholders, so that
Precinct will not have potentially non-qualifying subsidiaries
impacting its PIE status.
If Shareholder approval is not obtained, Precinct’s Constitution
will not be able to be amended. As a consequence, Stapling
will not occur, Shareholders will not receive Precinct Investments
Shares under the Distribution and Precinct will remain listed on
the NZX Main Board but will not be a part of a Stapled group
with Precinct Investments.
In addition, Precinct could be limited in its ability to pursue new
growth opportunities (as detailed above) and in pursuing such
opportunities could put Precinct's PIE status at risk.
Potential disadvantages with proposed solution
The potential disadvantages of the Stapling include:
(a) Shareholders may have additional tax to pay on the
dividends from Precinct Investments (eg if they have a personal
tax rate higher than the company tax rate) whereas they do not
currently have any additional tax on dividends from Precinct,
including on distribution of management fee income due to
Precincts PIE status;
(b) The Stapling will result in increased complexity within the
Precinct Properties Group;
(c) Precinct has a binding tax ruling (the Ruling) from Inland
Revenue (IR) in relation to the Stapling and its impact on
Precinct's PIE status, which is valid for a period of five years. There
is no guarantee that the ruling will be renewed or that the
taxation law will not change in a way that adversely affects
Stapling and Precinct's PIE status; and
(d) Management services provided by PPML to Precinct will
need to be demonstrated as being on arms' length terms to
comply with the requirements of the Ruling (as well as being in
the best interests of each of them in accordance with usual
company law requirements). This may mean that Precinct and
Precinct Investments may need to engage an independent
advisor to review transactions from time to time, and potentially
reduces the flexibility that they currently have as members of the
Precinct Properties Group.

17
PART 3: DETAILS OF THE STAPLING
FIGURE 2: PROPOSED STRUCTURE OF PRECINCT PROPERTIES GROUP AND MANAGED ENTITIES
Summary of Stapling
Stapled securities are investments that are contractually or
constitutionally bound together so that they cannot be
separated. The essential nature of a stapled security is that one
element cannot be transferred without the other element(s).
If the Stapling is approved by Shareholders, Precinct will
implement Stapling and the Stapled Securities (ie Precinct
Investments Shares and Precinct Shares) would form a single
saleable unit that would trade on the NZX Main Board under a
single ticker code, "PCT". The effect is that the Precinct
Investments Shares and Precinct Shares would only be able to be
traded together. As such, the Stapled Securities and Precinct
Properties Group should be viewed as a single security in a single
group (albeit, comprising two set of shares in two different
corporate entities).
While Stapling applies:
• The number of Precinct Investments Shares and Precinct
Shares on issue must, at all times, be the same;
• If further Precinct Investments Shares or Precinct Shares are
issued, they must be issued with a matching number of
Precinct Shares or Precinct Investments Shares, as applicable;
• If Precinct Investments Shares or Precinct Shares are bought
back or cancelled, a matching number of Precinct Shares or
Precinct Investments Shares, as applicable, must be bought
back or cancelled from the same Shareholder(s); and
• No transfer of any Precinct Investments Shares or Precinct
Shares can be registered unless there is a matching transfer
from the same Shareholder of the same number of Precinct
Shares or Precinct Investments Shares, as applicable.
However, Stapling would not affect the rights attaching to each
of the Precinct Investments Shares and Precinct Shares under the
Companies Act. Relevantly for Shareholders, the votes attached
to:
• Precinct Shares may only be exercised in respect of
resolutions of Precinct and may not be exercised in respect of
resolutions of Precinct Investments; and
• Precinct Investments Shares may only be exercised in respect
of resolutions of Precinct Investments and may not be
exercised in respect of resolutions of Precinct. However, as
Shareholders would hold Precinct Investments Shares and
Precinct Shares, they will in effect be able to participate in
and vote at meetings of both Precinct and Precinct
Investments in their capacity as a shareholder of each
company.
The practical impacts of a Shareholder holding a Stapled
Security include that:

18
PART 3: DETAILS OF THE STAPLING
PART 3: DETAILS OF THE STAPLING (CONTINUED)
PRRECINCT PROPERTIES NEW ZEALAND LIMITED
NOTICE OF MEETING AND EXPLANATORY MEMORANDUM
• Each Shareholder will also become a Shareholder in Precinct
Investments;
• In order to dispose of Precinct Investments Shares or Precinct
Shares, the corresponding Precinct Share or Precinct
Investments Share, as applicable, would also need to be
transferred to the same transferee;
• Market disclosures via NZX may be made in respect of
Precinct Properties Group, but Precinct and Precinct
Investments will continue to be obliged to make
announcements under the Listing Rules according to the
nature of the disclosure (eg announcements about the
declaration of a dividend or the passing of a resolution at a
meeting of Shareholders would be made by the relevant
company);
• The only quoted price of Precinct Shares and/or Precinct
Investments Shares on the NZX Main Board will be the quoted
price for Stapled Securities;
• The materiality of “Material Information” for continuous
disclosure purposes under the Listing Rules will be assessed
against the potential effect on the price of Stapled Securities
as there will not be a separate quoted price available for
each of Precinct and Precinct Investments;
• Under an exemption to be sought from the Financial Markets
Authority, group financial statements would be prepared and
published in respect of Precinct Properties Group rather than
separate group financial statements for each of Precinct and
Precinct Investments;
• A holder of a Stapled Security would be entitled to attend, or
vote by proxy, at the separate meetings of Shareholders of
each of Precinct and Precinct Investments. For some
transactions involving Precinct Properties Group (eg an
issuance of shares being made with Shareholder approval
under the Listing Rules), resolutions might be required from the
Shareholders of each of Precinct and Precinct Investments in
respect of the same matter. In that case, the relevant
transaction will only be able to proceed if Shareholders of
both Precinct and Precinct Investments approve the
respective resolutions; and
• Distributions would be received from each of Precinct and
Precinct Investments.
Shareholders would separately be entitled to receive:
• Any dividends or other distribution on Precinct Investments
Shares based only upon their holding of Precinct Investments
Shares; and
• Any dividends or other distribution on Precinct Shares based
only upon their holding of Precinct Shares.
These dividends of Precinct and Precinct Investments would be
separate, reflecting the fact that they are separate legal entities
for the purposes of the Companies Act. The New Zealand
taxation treatment of the respective distributions from Precinct
and Precinct Investments will reflect each company’s tax status.
See page 19. In addition to the returns that Shareholders, as
holders of Stapled Securities, would receive from the dividends or
other distributions received in respect of their Precinct
Investments Shares and Precinct Shares, returns would be
received from any increase in value of the price of the Stapled
Security on the NZX Main Board upon a disposal of the Stapled
Security.
Implementation of Stapling
If the Stapling is approved by Shareholders, each of Precinct
Investments and Precinct will adopt a new constitution which
incorporates provisions that will staple the Precinct Shares and
Precinct Investments Shares together. A document showing the
comparison of the proposed new version of Precinct’s
Constitution as a mark up against Precinct’s current Constitution
is available at https://www.precinct.co.nz/corporate-
governance, and, by way of summary, will include that:
• No Precinct Shares will be issued without a corresponding
issue of Precinct Investments Shares (and vice versa);
• Any transfer of Precinct Shares by Shareholders will not be
accepted unless there is a corresponding transfer of Precinct
Investments Shares to the same transferee at the same time
(and vice versa); and
• If Precinct (or Precinct Investments) cancels, buys-back or
redeems a Precinct Share or a Precinct Investments Share (as
applicable), a corresponding and simultaneous cancellation,
buy-back or redemption must be made in respect of the
other component of the Stapled Security.
If the amendments to the Constitution are adopted, Precinct
and Precinct Investments will enter into and give effect to the
Stapling Deed. The Stapling Deed is intended to coordinate
certain operational matters that Precinct and Precinct
Investments have identified as requiring a joint decision of both
the Precinct and Precinct Investments Boards. The key terms of
the Stapling Deed are summarised in Part 7
Additional
Information
.
To give effect to Stapling, and only if the Stapling is approved by
Shareholders, Precinct will make the Distribution of all the
Precinct Investments Shares it holds in Precinct Investments to
Shareholders on a one-for-one basis. The Distribution, which will
be a transfer of Precinct Investments Shares to Shareholders for
free, will result in Precinct Investments being owned by the
Shareholders and ceasing to be a wholly-owned subsidiary of
Precinct.
As a result of the Distribution, Shareholders will hold equal
numbers of Precinct Shares and Precinct Investments Shares.
Waivers granted by NZ RegCo to facilitate listing of Precinct
Properties Group
NZ RegCo has granted various waivers and rulings from the
Listing Rules to facilitate the listing of the Precinct Properties
Group. Stapled Securities are intended to be quoted on the NZX
Main Board under a single ticker, “PCT”, from the date of
distribution of Precinct Investments Shares to Precinct
Shareholders. A summary of the waivers and rulings granted is
set out in Part 8
Additional Information
.

19
PART 3: DETAILS OF THE STAPLING
Binding Tax Ruling on Stapling
To ensure there are no adverse consequences from the Stapling
for Precinct’s listed PIE status, Precinct sought and has received a
Binding Tax Ruling (the Ruling) from Inland Revenue (IR) that the
Stapling of Precinct Shares and Precinct Investments shares will
continue to allow Precinct to meet the relevant PIE eligibility
requirements to retain PIE status.
The Ruling is subject to the following conditions:
• Income derived by Precinct Properties Holdings Limited,
including as partner in the Bowen Investment Limited
Partnership, from Generator New Zealand Limited,
Commercial Bay Hospitality Limited, Precinct Properties 1
Queen Street Limited and PPML will be less than 10% of
Precinct Properties Holdings Limited’s total income.
• Income derived by PPNZ Pacific Investment Limited, as a
partner in the Precinct Pacific Investment Limited Partnership,
from Generator New Zealand Limited, Commercial Bay
Hospitality Limited and PPML will be less than 10% of PPNZ
Pacific Investment Limited’s total income.
• The shares in Precinct Pacific Investment (GP) Limited will be
less than 10% of the market value of PPNZ Pacific Investment
Limited’s total investments.
• The shares in Bowen Investment (GP) Limited will be less than
10% of the market value of Precinct Properties Holdings
Limited’s total investments.
• Income derived by Precinct from Generator New Zealand
Limited, Commercial Bay Hospitality Limited and PPML will be
less than 10% of Precinct's total income.
• The shares in Precinct Properties Wynyard Limited, Precinct
Pacific Investment (GP) Limited, Bowen Investment (GP)
Limited and in any entity owned directly or indirectly by
Precinct that carries on land development activities, will, in
aggregrate, be less than 10% of the market value of Precinct's
total investments.
• Income derived by Downtown Special Purpose Vehicle, as a
partner in the Downtown Office Limited Partnership, from
Generator, Commercial Bay Hospitality Limited and PPML will
be less than 10% of Downtown Special Purpose Vehicle's total
income.
• The shares held by Downtown Special Purpose Vehicle in the
general partner for the Downtown Office Limited Partnership
will be less than 10% of the market value of Downtown Special
Purpose Vehicle's total investments.
The Ruling is subject to the validity of certain facts about the
Stapling that were provided by Precinct to IR, and compliance
with certain conditions outlined in the Ruling. The Ruling is valid
for a period of five years from the date of the ruling (11 April
2023) and will need to be renewed thereafter.
Tax effects of Stapling
Precinct will be a listed PIE at the time of the Distribution. If the
Stapling is approved, the Distribution will not be a taxable
dividend and there should be no adverse New Zealand taxation
consequence as a result of the distribution to Shareholders
Following the Stapling:
• Precinct would continue to be a listed PIE for New Zealand
taxation purposes. Accordingly, Shareholders should see no
difference in the tax treatment of their Precinct Shares.
• Precinct Investments will be an ordinary company for New
Zealand taxation purposes. This means:
- Precinct Investments would pay tax on its net taxable income
at 28% (or the New Zealand company taxation rate at the time,
if different).
- Tax paid on Precinct Investments’ income will generate
imputation credits, which can be attached to dividends (if any)
paid by Precinct Investments to Shareholders.
- Withholding taxes (ie resident withholding tax and non-resident
withholding tax, as appropriate) may be deducted from
dividends and other distributions to Shareholders in Precinct
Investments.
In summary, New Zealand resident holders of Precinct
Investments Shares will be taxed on dividends paid on their
Precinct Investments Shares at their marginal tax rates (up to 39%
based on current personal tax rates), with a tax credit for
imputation credits and resident withholding tax deducted (if
any). Non-resident holders of Precinct Investments Shares will
have non-resident withholding tax deducted, but may receive a
supplementary dividend to offset any New Zealand withholding
tax if Precinct Investments elects, and is able, to utilise the
Foreign Investor Tax Credit regime. If a Shareholder holds their
Stapled Securities on revenue account, the sale of the Stapled
Securities may give rise to taxable income. A Shareholder will
hold Stapled Securities on revenue account if they acquired
those Stapled Securities with the intention or purpose of selling
them or they are in the business of dealing in shares. Revenue
account treatment for the Stapled Securities could also arise in
other circumstances. Therefore, investors should seek professional
taxation advice about their personal circumstances.
The following table sets out a comparison of the key features of
each of Precinct and Precinct Properties Group.

20
PART 3: DETAILS OF THE STAPLING
PART 3: DETAILS OF THE STAPLING (CONTINUED)
PRRECINCT PROPERTIES NEW ZEALAND LIMITED
NOTICE OF MEETING AND EXPLANATORY MEMORANDUM
TABLE 1: COMPARISON OF PRECINCT AND PRECINCT PROPERTIES GROUP
Precinct as listed on date of this Explanatory
Memorandum
Precinct Properties Group as proposed on the date of completion
of the Stapling
Listing
Listed on NZX Main BoardListed on NZX Main Board
NZX Ticker
PCTPCT
Type of security
Ordinary ShareOne Ordinary Share in Precinct + One Ordinary Share in Precinct
Investments
Transferability
Freely transferableFreely transferable as a parcel of one Precinct Share + one Share
in Precinct Investments
Dividends
From Precinct onlyFrom Precinct and from Precinct Investments
Voting
One vote per Precinct shareOne vote per Precinct Share on Precinct resolutions
One vote per Precinct Investments Share on Precinct Investments
resolutions
Board of Directors
One Board with the following Directors:
Craig Stobo (Chair), Anne Urlwin, Chris Judd,
Graeme Wong, Mark Tume and Nicola Greer
Two separate Boards, each with the following directors:
Craig Stobo (Chair), Anne Urlwin, Chris Judd, Graeme Wong, Mark
Tume and Nicola Greer
Chief Executive
Scott PritchardScott Pritchard
Management
Managed internally by PrecinctManaged within the Precinct Properties Group by PPML by the
same management team that conducts management of Precinct
as at the date of this Explanatory Memorandum
Annual meetings
Once per year (October/November)Combined meeting to be held once per year (October/
November); Formal business for each company to be addressed
consecutively
Annual Reports
Once per year (July/August)Combined annual report to be issued once per year (August) with
separate sections responding to statutory requirements for each
company
Financial
Reporting
Financial statements would be prepared and
provided to Shareholders for the Precinct
consolidated group (Precinct plus Precinct
Investments and other subsidiaries)
Financial statements would be prepared and provided to
Shareholders for Precinct Properties Group
Precinct has sought an exemption from the Financial Markets
Authority to facilitate this.
Conditions precedent to Stapling
The implementation of the Stapling is subject to certain
conditions precedent, including:
• Shareholder approval of the Stapling (as described in the
Special Resolution in the Notice of Meeting); and
• The Boards of Precinct and Precinct Investments giving their
approval to the Stapling (as described in the Notice of
Meeting).
Strategic options if the Stapling does not proceed
If Shareholders do not approve the Special Resolution, Stapling
will not be able to be implemented in the form proposed. There
are a range of alternatives available if the Special Resolution is
not approved. Each alternative has certain disadvantages for
Shareholders, when compared to the Stapling. Alternatives that
the Precinct Board may consider, in order of likelihood, are set
out below. There is no certainty that the Precinct Board will
decide to pursue any of the alternatives listed below, or further
alternatives, and if it does, the likely timeframe for
implementation of the alternative proposals are uncertain.
Loss of PIE status if Precinct pursues growth in property investment
management services business
The Precinct Board considers that it will not be in the interests of
Precinct or Shareholders for Precinct to lose its listed PIE status
without a compelling growth opportunity for the management
services and operational business that offsets the adverse tax
consequences for investors from the loss of PIE status. If the
Stapling is not approved, the Precinct Board may continue to
explore compelling management services and operational
growth opportunities for the Precinct business even if that means
Precinct’s PIE status may be lost.
Retention of PIE status but no growth in Precinct’s property
investment management services business
An option would be to maintain the existing level of Precinct’s
management services and operational business, with a focus on
continuing to derive returns from commercial property
ownership. However, this will constrain future opportunities, by
limiting scope to provide property investment management
services to new funds or to further grow the Group’s operational
businesses.
Generally, a commercial property ownership business is more
capital intensive than a business with a material funds and
property management segment, and is expected to result in
lower returns on capital than if the Stapling is approved (see Part
6
Tax and Dividend Information
).

21
PART 4: THE STAPLED GROUP
PART 4: THE STAPLED GROUP
Precinct Properties Group
Descriptions of each of the Precinct and Precinct Investments
businesses are set out further below. If the Stapling is approved,
Precinct Shareholders will not need to take any further steps in
order to become holders of Precinct Investments Shares as well
as Shareholders.
Business of Precinct
Precinct is a city centre specialist and the largest owner,
developer and manager of real estate in Auckland and
Wellington.
Precinct has strong and experienced property management
and development capability and is committed to transforming
spaces to deliver premium property solutions. Following the
internalisation of Precinct’s management in early 2021, the
business has been able to establish capital partnerships to
support the advancement of Precinct’s long-term strategy,
enabling Precinct to participate in a wider set of opportunities.
Clients include many of New Zealand's leading businesses and
government organisations. Precinct creates places for businesses
to thrive and understand the value of mixed-use spaces that
incorporate public amenity.
Precinct targets long-term sustainable returns to Shareholders.
Annualised 5-year dividend growth of 3.65% has been achieved.
Dividend Policy
The proposed dividend policy for Precinct Properties Group, to
be adopted upon completion of the Stapling, is the same as the
existing Precinct dividend policy. More information on the
current dividend policy can be found at www.precinct.co.nz.
The payment and amount of any future dividends will however
be at the discretion of the respective Boards of Precinct and
Precinct Investments after taking into account such factors as
the relevant Board deems relevant at the time. Any departure
from the dividend policy for Precinct Properties Group will be
notified to holders of Stapled Securities via NZX.
Business of Precinct Investments
Precinct Investments was formed on 14 December 2022 as a
wholly-owned subsidiary of Precinct. Once Stapling has been
implemented, Precinct Investments will wholly own the following
subsidiaries:
• Generator New Zealand Limited (GNZ) – New Zealand’s
premier coworking and shared space provider;
• Precinct Properties Management Limited (PPML) – PPML acts
as investment manager for the funds and property
management of assets;
• Precinct Properties 1 Queen Street Limited (1 Queen) –
InterContinental Auckland hotel operating subsidiary;
• Commercial Bay Hospitality Limited (CBHL) – hospitality venue
operating subsidiary; and
• Precinct Properties Residential Holdings Limited (PPRHL) –
owner of 50% interest in residential development
management joint venture with Lamont & Co (LCO
Management Limited) to form Precinct Properties Residential
Limited (PPRL).
PPML was formed on 10 February 2022 to provide investment
property management services. As at the date of this
Explanatory Memorandum, PPML is the exclusive manager of:
• Precinct Pacific Investment Limited Partnership (PPILP) - three
assets in Auckland (including one currently under
development) and two assets in Wellington (including one
currently under contract);
• Bowen Investment Limited Partnership (BILP) - one asset in
Wellington currently under contract; and
• Precinct (subject to Shareholder and Board approval of
Stapling) - current portfolio value of $3.2 billion.
PPML's management team has a strong track record and proven
experience in undertaking property investment management
activities, having managed Precinct’s own property portfolio.
PPML will manage assets that are wholly-owned by Precinct as
well as assets where Precinct has a minority stake (such as PPILP
and BILP). Potentially, PPML may in the future also manage assets
in which Precinct has no ownership stake. A conflicts
management policy and process are in place to manage
potential conflicts of interest between each of these different
stakeholders.
Revised strategy
Precinct's revised strategy enabled Precinct to participate in a
wider set of opportunities to create value for
Shareholders. Precincts investment strategy is focussed on
Precincts core portfolio and Precinct Investments, which includes
its capital partnerships and Generator.
As Precinct continues to work with its capital partners and
consider future opportunities, the active management of
Precinct’s high-quality portfolio is supporting both the evolution
and execution of this strategy. Precincts business is well aligned
to deliver long-term outperformance through development
activities and leveraging capital partnerships to drive higher
returns on capital.
Precinct remains focussed on our people and partners,
operational excellence and developing the future.
Precinct’s investment strategy and sustainable value is based on
the following principles of success:
• Focusing on concentrated ownership in strategic locations;
• Maintaining and growing great client relationships;
• Investing in quality, both in assets and environments;
• A long-term view; and
• Identifying, cultivating, and maintaining strong long-term
capital partnerships.
The Stapling is intended to facilitate growth in capital
partnerships and future participation in a wider set of
opportunities, including vertical mixed-used development. The
outcome of Stapling ensures the fees generated through capital
partnerships combined with operational businesses will benefit
Shareholders without adversely affecting the PIE tax treatment
that Shareholders receive from Precinct’s property-ownership
business. Retaining Precincts existing company structure will
require Precinct to limit its strategic aspirations and opportunities.

22
PART 4: THE STAPLED GROUP
PART 4: THE STAPLED GROUP (CONTINUED)
PRRECINCT PROPERTIES NEW ZEALAND LIMITED
NOTICE OF MEETING AND EXPLANATORY MEMORANDUM
Precinct will be constrained in its ability to continue to grow its
management and operational business or pursue new growth
opportunities to adhere to PIE rules.

23
PART 5: THE BOARDS AND MANAGEMENT OF THE STAPLED GROUP
PART 5: THE BOARDS AND MANAGEMENT OF THE STAPLED
GROUP
The Boards of Directors
If Shareholders approve the Stapling and Stapling is
implemented, Precinct Properties Group will be governed by the
Boards of Precinct and Precinct Investments, which will each
comprise of the same members. This two-Board structure
recognises the fact that Precinct Properties Group will operate as
if it were a single economic entity and will provide Precinct
Investments with the benefit of the experience and skill set of the
current Precinct Board.
The proposed constitution of Precinct Investments under the
Stapling provides that any Director who is appointed to (or
removed from) the Precinct Board is automatically appointed to
(or removed from) the Precinct Investments Board. Shareholders
will vote on the appointment of the Precinct Directors in the
usual way (ie by Ordinary Resolution) and the Precinct Board
may appoint directors to fill any casual or other vacancy on the
Precinct Investments Board. The NZX waivers include a waiver
from Listing Rules 2.2 to 2.5 and 2.7 to 2.8 to allow Precinct
Properties Group to have Boards made up of the same
members. More detail on the NZX waivers is set out in Part 7
Additional Information
.
Precinct and Precinct Investments believe that the board
structure of Precinct Properties Group is appropriate in the case
of Stapled Securities. Precinct Investments wishes to eliminate
any disconnect between the management of Precinct (by
PPML) and Precinct’s strategic direction (as determined by its
Board). The proposed board structure is essential to ensure this is
the case and reflects the intention that Precinct Properties
Group operates as a single economic entity.
Precinct Properties Group will have experienced and balanced
Boards. Its members collectively contribute a diverse range of
skills and backgrounds, including executive and governance
roles at various property ownership and management
companies and publicly listed companies.
The Boards comprise an independent chairperson and five other
independent directors. Details of the current directors can be
found on Precinct’s website: https://www.precinct.co.nz/about
The Management Agreement
Under the terms of the Management Agreement, Precinct will
appoint PPML (the “Manager”) as the exclusive provider to
Precinct of ongoing management services from the Effective
Date of Stapling.
The Manager’s duties are to manage and supervise, and protect
Precinct’s interests in relation to, each property and to provide
general administration and management services to Precinct in
accordance with the Management Agreement. The
Management Agreement will continue unless the Management
Agreement is terminated by either Precinct or PPML in
accordance with its provisions. The Manager has a right to
terminate the Management Agreement without cause on six
months’ notice. Either Precinct or PPML may terminate the
Management Agreement by giving notice on the occurrence of
certain events, including events such as liquidation, receivership,
insolvency, composition with creditors, appointment of a
statutory manager or a material breach of material provisions of
the Management Agreement.
In return for the performance of its duties as manager of
Precinct, PPML is entitled to be paid the following fees (plus GST,
if any) summarised below, with effect from the Effective Date:
• An asset management fee of 0.35% of the portfolio value
(calculated on a daily basis);
• On a purchase or sale of a property, an acquisition and
divestment fee of 1% of the agreed purchase price of such
property or, if the property is acquired from PPML or any
related company of PPML, 0.5% of the agreed purchase price
of such property;
• Where PPML arranges a new lease (other than a retail lease)
a leasing fee of:
- 11% of average annual rental payable under the lease for
the term, if the term of the lease is less than three years;
- 12% of average annual rental payable under the lease for
the term, if the term of the lease is three years;
- 12% of average annual rental payable under the lease for
the term, plus 1% for each year or part thereof over three
years, up to a maximum of 20% of average annual rental
payable under the lease for the term, if the term of the
lease is more than three years
• A retail management fee of 3.5% of gross rent per annum
under each retail lease;
• A property and facilities management fee which comprises,
in respect of any property, an amount equal to the costs of
property and facilities management plus a 10% margin;
• A marketing services fee of an amount equal to the costs of
providing marketing services plus a 10% margin;
• A development fee of up to 4% of the total development cost
(subject to certain exclusions) and a project management
fee of between 2% and 6% of project costs (subject to certain
exclusions) for any development, project or other work of a
capital nature; and
• An additional services fee, to be determined on a case-by-
case basis.
Prior to PPML ceasing to be wholly-owned by Precinct, in place
of payment of fees, PPML’s operating costs and expenses
applicable to management services carried out under the
Management Agreement are reimbursed by Precinct on a cost
recovery basis.
Senior managers
PPML’s senior managers will include the executive team
identified in the Directory and detailed on Precinct’s website:
https://www.precinct.co.nz/about.

24
PART 6: TAX AND DIVIDEND INFORMATION
PART 6: TAX AND DIVIDEND INFORMATION
PRRECINCT PROPERTIES NEW ZEALAND LIMITED
NOTICE OF MEETING AND EXPLANATORY MEMORANDUM
As Precinct executes its strategy to grow its management services and operational businesses it is expected that Precinct’s non-
qualifying income (derived directly or through its wholly-owned subsidiaries) will grow. Therefore, Precinct’s existing group structure
does not provide the required flexibility for Precinct to create, manage and grow new opportunities and adhere to a PIE status. The
separation of Precinct’s management services and operational businesses from its property ownership business and the Stapling of
these businesses together would therefore provide this flexibility to pursue Precinct’s growth strategy through Precinct Investments
without putting Precinct’s listed PIE status at risk.
An illustrative example of the impact of the Stapling on dividends is outlined below.
It shows the impact on the FY23 dividend payment under the current structure compared with a Stapled Structure.
Illustrative example
• Based on FY23 dividend guidance of 6.70 cents per share
• Precinct and Precinct Investments’s tax rate is 28% for the FY23 year
• The analysis assumes Precinct and Precinct Investments’ share of FY23 Distributable Profit, and therefore dividend, is assumed to be
93% and 7% respectively
Stapled structure
ExistingProforma dividend splitInvestor personal tax rate
Dividend to ShareholdersPPNZPPIL10.5%17.5%30.0%33.0%39.0%
Net Dividend
6.70
6.260.446.706.706.706.706.70
Imputation Credits
-
-0.080.080.080.080.080.08
Gross Dividend6.706.260.526.786.786.786.786.78
Excluded PIE income
6.70
6.26-6.266.266.266.266.26
Gross imputed dividend
-
-0.520.520.520.520.520.52
RWT/personal tax @ investor tax rate (cps)
N/A
N/AN/A-0.010.070.090.12
Investor after tax dividend (entity level)6.70
N/AN/A
6.706.696.626.616.58
Dilution from stapled structure(0.1%)(1.1%)(1.3%)(1.8%)
Breakeven non qualifying income $0.2 m $1.7 m $2.1 m $3.1 m
The table above shows the amount of additional non-qualifying income that PPIL would need to derive to return each investor tax
payer to the existing after tax dividend amount. This break-even non-qualifying income is between $0 and $3.1 million and could be
made up of a combination of Precincts different non-qualifying income sources.
Details of Precinct's current and future non-qualifying income sources are:

25
PART 6: TAX AND DIVIDEND INFORMATION
SourceDescriptionCurrent
1
Strategic Opportunities
Operating businessesIncome derived from the provision
of flexible and co-working space
and hospitality services.
Income derived from operating
InterContinental Hotel Auckland at
1 Queen Street.
Generator has 2,100 members
across 18,700 sqm of office space
and 2,720 sqm of events space. 90%
of revenue is derived from
membership income while 10% is
from event venue hire. EBITDA for
the six months to 31 December 2022
was $1.3 million.
Commercial Bay Hospitality has two
venues operating within
Commercial Bay Retail and EBITDA
for the six months to 31 December
2022 was $0.1 million.
InterContinental Hotel Auckland will
have 139 rooms and commence
operating in 2024.
Generators revenue and EBITDA
contribution is expected to
increase compared to previous
financial years.
The business continues to assess
further growth opportunities for
new Generator sites.
There is currently no intention for
further growth in the size of
Commercial Bay Hospitality or
InterContinental Hotel Auckland.
Funds managementIncome derived from providing
funds management services to both
passive and active investment
funds.
Funds management agreements
typically incorporate the core base
services of property management,
facilities management and
accounting support.
Income sources under these
agreements include:
•
Asset management fees
•
Property and facilities
management services fees
•
Retail management fees
•
Leasing fees
•
Marketing services fees
•
Acquisition and divestment fees
Precinct Pacific Investment Limited
Partnership (passive investment
fund) current total assets of
$700 million.
Bowen Investment Limited
Partnership (passive investment
fund) current committed total
assets of $240 million.
Precinct continues to explore
further funds management
opportunities. These include:
•
Expected increase in current
investment partnerships
•
Creation of new investment
partnerships (both passive and
active)
Development
management services
Income derived from providing
development management
services.
These services essentially involve all
phases of a development project
from master planning through to
handover of the completed
product.
Development management fees
are commonly charged as a
percentage of cost.
PPML is currently contracted to
provide development
management services to Precinct
Pacific Investment Limited
Partnership for the management of
the $315 million Wynyard Quarter
Stage 3 development.
Increase in the value and number
of development management
agreements in relation to future
opportunities to be developed off
balance sheet with external
capital partners.
Residential
development
participation and
management services
Income from the origination and
delivery of residential development
projects.
Income from sale of residential
apartments derived through
investment in joint venture
partnerships.
Precinct Properties Residential
Limited (joint venture with Lamont &
Co) has development
management agreements in place
for the current pipeline of over 300
units across four projects with 100
units under construction. The project
cost of the four residential projects is
over $380 million.
The current pipeline is fully funded
from external investors and Precinct
has no capital investment
committed to this.
Grow Precinct Properties
Residential Limited to create a
valuable high-quality multi-unit
residential development business.
Capital participation in future
residential development projects.
1 Figures as at 31 December 2022
The Stapling is therefore the preferred structure when compared to the current structure as it allows Precinct to continue to pursue
growth in non-qualifying income and investments without the limitations imposed by the PIE eligibility rules. In the illustrative example,
the Stapling becomes advantageous to Shareholders with personal tax rates of greater than 28% once an additional dividend (net of
taxes) of 0.12 cps or higher (attributable to non-qualifying income growth) is payable by Precinct Investments.

26
PART 7: ADDITIONAL INFORMATION
PART 7: ADDITIONAL INFORMATION
PRRECINCT PROPERTIES NEW ZEALAND LIMITED
NOTICE OF MEETING AND EXPLANATORY MEMORANDUM
Summary of the Stapling Deed
(a) The Stapling Deed sets out the terms and conditions of the
relationship between Precinct and Precinct Investments.
(b) Each of Precinct and Precinct Investments agree that they
will cooperate with the other to the fullest extent, which includes
ensuring there is:
i. free disclosure of information between the parties on a
confidential basis, including disclosure of information
provided to holders of Stapled Securities;
ii. full cooperation between the parties to ensure that each
complies with its obligations under the Listing Rules,
Companies Act, FMC Act and otherwise;
iii. agreement on any proposed restructuring of capital,
including changing of the Stapling arrangements or Stapling
of additional securities;
iv. fair apportionment of costs incurred for or on behalf of
Precinct Properties Group; and
v. arm’s length dealings between Precinct and Precinct
Investments at all times, unless otherwise agreed by the
respective boards.
(c) The Stapling Deed also provides, contractually, that each of
the Stapled Entities are required to ensure that:
i. the number of Precinct Shares and Precinct Investments
Shares on issue are the same at all times;
ii. no Precinct Shares may be issued, acquired or redeemed by
Precinct without a corresponding issue, acquisition or
redemption (as applicable) of Precinct Investments Shares by
Precinct Investments (and vice versa);
iii. no Precinct Shares may be transferred by holders without a
corresponding transfer of Precinct Investments Shares (and
vice versa); and
iv. the Stapled Securities will be quoted as a Stapled Security on
the NZX Main Board at all times; but
v. the Stapled Entities will remain separate legal entities and
each will be separately admitted to being listed on the NZX
Main Board by NZX.
(d) Where any Precinct Shares or Precinct Investments Shares are
issued, acquired, redeemed or otherwise dealt with by the
Stapled Entities, the Stapling Deed provides the basis of
allocating the consideration to be received or paid (as
applicable) by Precinct Properties Group. The Stapling Deed
provides that Precinct and Precinct Investments will agree from
time-to-time the issue/acquisition price, and this price must be
applied evenly across all holders of Stapled Securities. In the
event of a dispute, an independent accountant will be
appointed to resolve the issue.
(e) The Stapling Deed also provides that, if it was desired or
necessary (e.g., due to changes in law or an insolvency event)
that the Stapled Securities be Unstapled, this will require a special
resolution of Shareholders or a Board resolution (respectively) to
implement. Each of Precinct and Precinct Investments will be
obliged to follow certain procedures in the event of Unstapling.
Other information relevant to Precinct Properties Group
Precinct is a party to a listing agreement with NZX and, if the
Stapling is approved by Shareholders and the Board, Precinct
Investments will enter into a listing agreement with NZX. If
Stapling is approved, both of Precinct and Precinct Investments
would be listed on the NZX Main Board and each will be subject
to obligations imposed on “Issuers” under the Listing Rules,
(subject to the NZX waivers and rulings described below).
However, Precinct Properties Group would be quoted under a
single ticker code, "PCT", and a single price would apply to the
Stapled Securities. If the Stapling is agreed, Shareholders should
use the ticker code for Precinct Properties Group for information
relevant to Precinct Properties Group.
Each of Precinct and Precinct Investments will be subject to
regular reporting and disclosure obligations under the terms of
the FMC Act and Listing Rules. In particular, Precinct is obliged
and, if the Stapling is approved by Shareholders, Precinct
Investments will be obliged (subject to certain exceptions) to
immediately release to NZX any information that a reasonable
person would expect to have a material impact on the price for
the Stapled Securities, if it were generally available to the
market. Precinct expects that information material to Precinct
will also be material to Precinct Investments. NZX has therefore
agreed that material disclosures relating to the Stapled Entities
will be made on a consolidated basis. Information released
pursuant to this obligation will be available to the public from
NZX.
Information relating to the Stapled Entities that would not
materially affect the price for Stapled Securities may change
from time to time. Such information will be available on
Precinct’s website at www.precinct.co.nz, by contacting
Precinct as set out in the Directory or under the ticker code for
Precinct Properties Group.
Listing Rule Waivers and Rulings
NZ RegCo has agreed that certain provisions of the Listing Rules
will not apply to Precinct Properties Group, or will apply in a
different manner than is usual for listed companies.
NZ RegCo has granted, subject to conditions, waivers from or
made rulings in respect of and granted approval to
amendments to, a number of Listing Rules in connection with the
Stapling:
• A ruling that the Directors do not have a “Disqualifying
Relationship” as a consequence of their appointment as
Directors of Precinct Investments under Precinct Properties
Group structure, in order to allow the Independent Directors
of Precinct Investments to also be Independent Directors of
Precinct, as required by the Listing Rules;
• A waiver from Listing Rules 2.2 to 2.5 and 2.7 to 2.8 to permit:
- the Precinct Board and Precinct Investments Board to be
made up of the same people;
- the Precinct Investments Board to be deemed to be
appointed (or removed) if appointed to (or removed from)
the Precinct Board; and

27
PART 7: ADDITIONAL INFORMATION
- the Precinct Investments Board members to retire from the
Precinct Investments Board by rotation at the same time as
they retire from the Precinct Board;
• A waiver from Listing Rule 2.10.1 to permit the Directors of one
Stapled Entity to vote on matters in which they are
“interested” due to being a Director of the other Stapled
Entity. Directors will not be permitted to vote on matters in
which they are “interested” by virtue of a relationship or
interest other than their directorship of the Stapled Entities;
• A ruling that, for the purposes of Listing Rule 2.11, a reference
to "Issuer" shall be a reference to Precinct or Precinct
Investments, so as to permit the pooling of Director
remuneration for Precinct Properties Group, and the approval
of Director remuneration by way of single resolution of
shareholders;
• A waiver from Listing Rules 2.14.1, 2.14.2, 7.8 and 7.9 to permit
Precinct Properties Group to provide consolidated notices of
meetings to Shareholders;
• A waiver from Listing Rules 3.13, 3.14 and 3.15 to permit the
Stapled Entities to announce, via NZX, issues, acquisitions,
conversions or redemptions of securities on a consolidated
basis;
• A ruling that, for the purposes of paragraph (f) of the
definition of “Related Party” in the Listing Rules, the word
“Issuer” be interpreted as a reference to either Precinct or
Precinct Investments. In effect, this ruling will permit Precinct
and Precinct Investments or their respective subsidiaries to
enter into “Material Transaction” as “Related Parties”, within
the Precinct Properties Group, without requiring the approval
of Shareholders;
• A ruling that, for the purposes of the Listing Rules in respect of
Precinct Properties Group, “Material Information” means
material information in respect of Precinct Properties Group;
• A waiver from Listing Rules 3.5 to 3.8 to permit Precinct
Properties Group to provide the information required in
annual reports and half-yearly results announcements on a
consolidated basis;
• A ruling that, for the purposes of Listing Rule 4.6.1, an
"Employee" be interpreted as any employee of the Precinct
Properties Group, so as to enable Stapled Securities to be
issued to any employee of Precinct Properties Group;
• A waiver from Listing Rule 8.3 to permit Precinct Properties
Group to provide consolidated statements of shareholdings
to Shareholders which shows their Precinct Properties Group
holdings; and
• A ruling that, for the purposes of the Listing Rules in respect of
Precinct Properties Group, the “Average Market
Capitalisation” and “Average Market Price”, where used in
the Listing Rules refers to the combined “Average Market
Capitalisation” and “Average Market Price” of Precinct
Properties Group respectively.

28
PART 8: RISKS
PART 8: RISKS
PRRECINCT PROPERTIES NEW ZEALAND LIMITED
NOTICE OF MEETING AND EXPLANATORY MEMORANDUM
This section describes the circumstances that Precinct and Precinct Investments are aware of that exist or are likely to arise that
significantly increase the risk to Precinct Properties Group’s financial position, financial performance or stated plans.
The selection of risks has been based on an assessment of a combination of the probability of a risk occurring and the impact of the risk
if it did occur. This assessment is based on the knowledge of the Directors as at the date of this Explanatory Memorandum. There is no
guarantee or assurance that the importance of different risks will not change or that no other risks may emerge over time.
Where practicable, Precinct and Precinct Investments will seek to implement risk mitigation strategies to minimise the exposure to some
of the risks outlined below, although there can be no assurance that such arrangements will fully protect Precinct Properties Group
from such risks.
You should carefully consider these risks before deciding how to vote in respect of the Stapling. This summary does not cover all of the
risks of investing in the Stapled Securities.
The statement of risks in this section does not take account of the personal circumstances, financial position or investment requirements
of any particular person. It is important, therefore, that before making any investment decision, you give consideration to the suitability
of an investment in the Stapled Securities in light of your individual risk profile for investments, investment objectives and personal
circumstances (including financial and taxation issues).
Description of RiskPrecincts assessment of nature and magnitude
Risks relating to implementation of the Stapling and maintenance of the Stapled Security structure
Stapling is rejected and no
suitable alternative structure can
be implemented to support
Precinct’s commercial
objectives while preserving the
PIE status of Precinct
If Shareholders reject the Stapling, there is a risk that Precinct will not be able to implement an
alternative structure to achieve Precinct’s commercial objectives while also preserving Precinct’s PIE
status.
If this occurs, Shareholders will be exposed to a higher effective New Zealand tax rate on their
investment in Precinct, resulting in lower returns, which may be material to Shareholders.
Precinct’s Binding Tax Ruling is
invalid, IR does not renew the
Ruling in five years' time, IR
challenges PIE status of Precinct,
or tax law changes
The Stapling has been proposed following discussions with IR and receipt of a Binding Tax Ruling that
the Stapling is not an arrangement that is designed to circumvent the loss of PIE treatment for
Precinct and its investors.
However, there is a risk that:
•
the facts communicated to IR about the Stapling are incorrect or incomplete and/or conditions
specified in the Ruling are not met;
•
IR could refuse to renew the Ruling once it expires in five years time or may challenge the PIE
status of Precinct, in each case following the expiry of the Ruling; or
•
the New Zealand Government could change New Zealand taxation law to prevent Stapling of
investments in a PIE to other shares. This would result in a loss of PIE status for Precinct,
notwithstanding the Ruling.
Precinct will continue to monitor compliance with conditions specified in the Binding Tax Ruling and
the eligibility requirements to preserve its PIE status.
The Stapled Security is not easily
unwound
Precinct has considered that it is necessary to allow Shareholders to unwind the Stapled Security
structure if so desired and has provided for this in the Constitution and the Stapling Deed.
However, there is a risk that, notwithstanding the provisions in these documents, the Stapled Security
structure is not easily unwound. This would affect the ability of Shareholders to Unstaple the Stapled
Securities and return them to their current form.
Change in laws, including tax
laws, adversely affects Precinct’s
PIE status
Precinct Properties Group will be subject to the usual business risk that there may be changes in laws
that have an adverse impact on financial performance. Depending on the nature of the changes,
the impact may be limited to the value of returns generated by particular property investments.
However, changes in New Zealand’s tax laws could affect the ability of Precinct to retain its PIE
status, even if the Stapling is implemented and the terms and conditions of the Binding Tax Ruling
are complied with. No assurance can be given that the current laws and regulations or the
adoption of new laws and regulations will not have a material adverse effect on the Stapled
Securities.
Structural complexity
The Stapling involves structures, arrangements and agreements that are more complex than
conventional legal structures and are uncommon in New Zealand.
The governance and administrative arrangements contemplated by the Stapled Security structure
are more complex than Precinct currently has and are likely to result in some additional
administration costs. This may impact the trading price and value of the Stapled Securities.
Risks of present significance to the business of Precinct Properties Group
Declining portfolio value
Prime office capitalisation rates have decreased in recent years with potential to depress the overall
portfolio value.
Precinct will mitigate this risk by creating new supply in the Auckland CBD and city fringe locations.
In Wellington the risk is partially mitigated by Precinct’s buildings being mainly Prime and A grade
buildings.
Insurance capacity and
availability
Insurers have capacity constraints in relation to contract works insurance given the number of
projects being undertaken in the market, particularly in Auckland and Wellington.
However, Precinct’s procurement strategy which highlights the quality of its portfolio, the strength of
its risk management, and its low historic loss ratio, has built insurer demand for Precinct risk.

29
PART 8: RISKS
Description of RiskPrecincts assessment of nature and magnitude
Interest rate risk
Increasing inflation has lifted expectations for more interest rate rises, which creates cash flow and
earnings volatility.
Precinct mitigates this risk by regularly reviewing its financial risk management policy to ensure its
ongoing appropriateness.
Feasibility and cost of
development projects
Increasing interest rates and construction cost escalation is putting pressure on development returns.
This risk is largely driven by macroeconomic factors, but Precinct places significant Board and
management focus on development projects and ensuring their feasibility.
Construction market capacity
The capacity issues in the construction market, particularly in labour supply, lead to cost increases
which impacts returns and may mean that opportunities for development are not able to be taken
advantage of.
Precinct has limited ability to mitigate this risk given that it is driven by market factors, but in part
mitigates this risk by working with preferred contractors and forming long-term relationships.
Health and safety
Precinct has several large developments currently underway and there is a risk that Precinct’s
operational health and safety policies are not adhered to, which could lead to injury to people.
Through the transition to an insourced management model, maintaining a high level of operational
health and safety compliance is a key focus for Precinct. Precinct has established an operational
health and safety committee which has responsibility for ensuring that appropriate policies are in
place and are adhered to.
Climate risks
Precinct is committed to creating a more sustainable environment. This means identifying and
assessing the risks and opportunities presented by climate change. There are physical risks,
associated with rising mean global temperatures, rising sea levels and increased severity of extreme
weather events, and transitional risks and opportunities as the economy transitions to a low carbon
economy.
Precinct partners with Toitū Envirocare to accurately measure its greenhouse gas emissions and put
in place strategies to manage and reduce impacts. Precinct is a signatory to the Net Zero Carbon
Buildings Commitment and is committed to its key priorities with a focus on improving operational
performance further and ensuring all our assets are resilient to climate change.
Geographic risk
Weighting to Auckland (by value): 71%
Weighting to Wellington (by value): 29%
Property destruction and
insurance
Precinct’s property portfolio is subject to the risk of destruction from natural disasters and other
events causing damage to the properties. Destruction of Precinct’s property portfolio, or any part of
it, may affect Precinct’s rental income and earnings.
Precinct has comprehensive material damage, business interruption and public and statutory liability
insurance covering its portfolio on commercially standard terms for listed property portfolios in New
Zealand.
PPML as manager will be
managing a number of property
portfolios so from time to time
will be exposed to conflicts of
interest between portfolios and
companies that it manages
This is usual for a manager responsible for multiple portfolios. In order to manage this risk, each of the
applicable management agreements will include reasonable and appropriate conflict
management procedures.
PPML as manager incurs
liabilities to property businesses
outside of Precinct Properties
Group
PPML will be responsible for managing businesses outside of Precinct Properties Group. In the course
of carrying out its management mandate, there is a risk that PPML incurs liabilities that it is unable to
satisfy, which may result in the termination of the management contract and subsequent reduction
in fee income.
PPML has professional indemnity insurance in place in respect of its liability to third parties.

30
GLOSSARY
GLOSSARY
PRRECINCT PROPERTIES NEW ZEALAND LIMITED
NOTICE OF MEETING AND EXPLANATORY MEMORANDUM
Board
the board of directors of Precinct or Precinct Investments (as the context requires)
Chair
the chairperson of the Board
Companies Act
the Companies Act 1993
Constitution
the constitution of Precinct
Distribution
the distribution of all Precinct Investments Shares to Shareholders on a one-for-one basis, following
which Precinct Investments will no longer be a wholly-owned subsidiary of Precinct
Directors
the directors of Precinct
Directory
the directory at the end of this Explanatory Memorandum
Distributable Profit
distributable profit is a non-GAAP financial measure adopted by Precinct to assist Precinct and
investors in assessing Precinct’s profit available for distribution. It is defined as net profit/(loss) before
income tax adjusted for non-recurring and/or non-cash items and current tax. Distributable Profit
per Share is Distributable Profit divided by the number of Precinct Shares on issue
Effective Date
the date on which the Stapling takes effect, which is expected to be 1 July 2023, unless the Board
elects otherwise
Explanatory Memorandum
this document
Financial Year
FMC Act
a year ending on 30 June
the Financial Markets Conduct Act 2013
FMC Regulations
the Financial Markets Conduct Regulations 2014
GAAP
Generally Accepted Accounting Practice
Glossary
this glossary of terms
Income Tax Act
the Income Tax Act 2007
IR
Inland Revenue
Listing Rules
the NZX Main Board Listing Rules
Management Agreement
the investment management agreement to be entered into between Precinct and PPML before the
Effective Date
non-qualifying
income and investments that do not satisfy the PIE requirements set out in the Income Tax Act
Notice of Meeting
the notice of meeting on page 8 of this document
NZX
NZX Limited
NZX Main Board
the Main Board of the NZX
Portfolio Investment Entity / PIE
a portfolio investment entity as defined in the Income Tax Act
PPML
Precinct Properties Management Limited
Precinct
Precinct Properties New Zealand Limited
Precinct Group
Precinct and its subsidiaries
Precinct Investments
Precinct Properties Investments Limited
Precinct Investments Shares
ordinary shares of Precinct Investments
Precinct Properties Group
Precinct and Precinct Investments together, and any subsidiaries of Precinct or Precinct Investments
(after Stapling)
Precinct Shares
ordinary shares of Precinct
Proxy Form
the proxy form that accompanies this Explanatory Memorandum
qualifying
income and investments that satisfy the PIE requirements set out in the Income Tax Act
Ruling
binding tax ruling received from Inland Revenue dated 11 April 2023
Shareholders
those persons who hold ordinary shares in Precinct
Share Registrar
Computershare Investor Services Limited
Special Meeting
the special meeting of Shareholders to be held online at https://meetnow.global/nz on Thursday
11 May 2023 commencing at 3:00pm
Special Resolution
the special resolution set out in the Notice of Meeting, to be approved by at least 75% of the votes
of those Shareholders entitled to vote and voting on the resolution
Staple or Stapled
the linking together of the Precinct Shares and Precinct Investments Shares so that one may not be
transferred, or otherwise dealt with, without the other and which are quoted on the NZX Main Board
as a “Stapled Security” or any other term as NZX permits
Stapled Entity
Precinct or Precinct Investments and, if any other securities are attached, the issuer of any such
securities

31
GLOSSARY
Stapled Securities or Stapled
Shares
one Precinct Share and one Precinct Investments Share that are Stapled together and registered in
the name of a holder of a Stapled Security in both the Precinct share register and the Precinct
Investments share register. Each reference to a Stapled Security in this Explanatory Memorandum is
taken to refer to one Precinct Share and one Precinct Investments Share in their legal capacity as
separate securities, but which are traded together following Stapling
Stapling
the process that results in Precinct Shares and Precinct Investments Shares being and remaining
Stapled to each other
Stapling Deed
the stapling deed between Precinct and Precinct Investments that sets out the terms of Stapling
Unstaple or Unstapled
means, in relation to a Precinct Share, not being Stapled to a Precinct Investments Share, and vice
versa
Unstapling
the process that results in Precinct Shares and Precinct Investments Shares no longer being Stapled
Voting Record Date
5:00pm Tuesday 9 May 2023

---

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
For 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 virtually via the webcast portal. Also, the Board is offering
shareholders the opportunity to ask the Board questions in advance of the special
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 5.00pm (New Zealand time) on Friday, 5 May 2023.
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
You may appoint a proxy to vote on your behalf. 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 the resolution. 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 Tuesday, 9 May 2023. 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 Virtually
The meeting will be held online only. 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.
You will need the latest version of Chrome, Safari or Edge to access the meeting.
Please ensure your browser is compatible. If you appoint a proxy to cast your vote,
you are still able to attend the meeting virtually through the Computershare Meeting
Platform, however, you will not be able to cast your votes held by your proxy.
Your secure access information
Control Number: CSN/Shareholder 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 3pm on Tuesday, 9 May 2023.

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
Signature of Shareholder(s) This section must be completed.
SIGN
or Sole Director/Directoror Director (if more than one)
ShareholderShareholder 2Shareholder 3
Contact Name Contact Daytime Telephone Date
Items of Business - Voting Instructions
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.
Special resolution
Resolution 1
That the Constitution of Precinct Properties New Zealand Limited (Precinct) be revoked and Precinct adopt a
replacement Constitution in the form described in the Notice of Meeting and Explanatory Memorandum and
tabled at the Special Meeting and signed by the Chair for the purpose of identification to take effect from a
time determined by the board of directors of Precinct and notified to NZX, and provided that this resolution
will be deemed not to have been passed unless the board resolve that, in the board’s view, the adoption of the
replacement Constitution remains in the best interests of Precinct and its Shareholders taken as a whole.
Proxy
Discretion
For
Against
Abstain
Appoint a Proxy to Vote on Your Behalf
Elect Electronic Communications
STEP 1
hereby appointof
or failing him/herof
I/We being a shareholder/s of Precinct Properties New Zealand Limited
Want to receive your communications quickly? Elect electronic communications by providing your email address below
(By providing an email address above it is acknowledged that all communications for my portfolio will be received electronically where offered)
Email Address
as my/our proxy to act generally at the meeting on my/our behalf and to vote in accordance with the following directions at the Special Meeting of Precinct Properties
New Zealand Limited to be held online at https://meetnow.global/nz at 3pm on Thursday, 11 May 2023 and to vote as my/our proxy thinks fit (to the extent
permitted by law and relevant listing rules) on any resolution at the Special meeting (or any adjournment thereof) so as to give effect to my/our intention as
set out below where possible.

---

Precinct Proposed
Stapled Structure
Presentation April 2023
Precinct
Proposed Stapled
Structure
April 2023
Artist Impression – 61 Molesworth Street

PRECINCT PROPERTIES STAPLING PRESENTATION - Page 2
Disclaimer
The information and opinions in this presentation were prepared by Precinct Properties New Zealand
Limited (Precinct).
Precinct makes no representation or warranty as to the accuracy or completeness of the information in
this presentation.
Forward-looking statements including opinions, estimates and projections in this presentation reflect the
views of Precinct as at the date of this presentation and are subject to change without notice. Such
opinions are not guarantees or predictions of future performance, and involve known and unknown
risks, assumptions, uncertainties and other factors, many of which are beyond Precinct’s control, and
which may cause actual results, performance and achievements to differ materially from those
expressed or implied in this presentation. Matters not yet known to Precinct or not currently considered
material by Precinct may impact on the statements in this presentation. Therefore, shareholders are
cautioned not to place undue reliance on such forward-looking statements.
Precinct undertakes no obligation to update any information or opinions whether as a result of new
information, future events or otherwise.
This presentation is provided for information purposes only and does not constitute financial product or
investment advice. This presentation has been prepared without reference to the particular investment
objectives, financial situation, taxation position and particular needs of individual shareholders.
Shareholders in any doubt in relation to these matters should consult their investment, financial, taxation
or other professional advisor.
No contract or other legal obligations shall arise between Precinct and any recipient of this
presentation.
Neither Precinct, nor any of its Board members, officers, employees, advisers or other representatives will
be liable (in contract or tort, including negligence, or otherwise) for any direct or indirect damage, loss
or cost (including legal costs) incurred or suffered by any recipient of this presentation or other person in
connection with this presentation.

PRECINCT PROPERTIES STAPLING PRESENTATION - Page 3
Contents
Background Page 04
Section 1 – Strategy Page 05
Section 2 – Proposed Stapled StructurePage 11
Section 3 – SummaryPage 17
Section 4 – Shareholder approval and TimetablePage 19
Note: All $ are in NZD
Precinct Properties New Zealand Limited
Scott Pritchard, CEO
George Crawford, Deputy CEO
Richard Hilder, CFO

PRECINCT PROPERTIES STAPLING PRESENTATION - Page 4
Background
•Precinct has continued to evolve over the past several years
•Successful completion of $1.6bn of development of prime
grade real estate
•Operating businesses providing service and amenity
•Internalisation of management
•Third party capital partnerships
•Residential development platform
•As identified in February 2022 Precinct has been actively
considering adopting a stapled structure to support further
strategic growth opportunities
The proposed stapled structure ensures the most robust company
structure to allow flexibility for Precinct to continue to execute its
strategy whilst retaining Portfolio Investment Entity (PIE) status.

Strategy
Section 1

PRECINCT PROPERTIES STAPLING PRESENTATION - Page 6
Our Strategy
•Core strategy well established with the portfolio
developed by Precinct over the past 10 years
Principles of Success
•Focusing on concentrated ownership in
strategic locations
•Maintain and grow occupier relationships
•Investing in quality, both in assets and
environments
•Maintain a long-term view
•Leveraging Precinct’s people and its platform to
attract third party capital
•Identify, cultivate, and maintain strong long
term capital partnerships
Precinct is a central city real estate
investment company. It invests in highquality
strategically located real estate with a focus
on sustainability.

PRECINCT PROPERTIES STAPLING PRESENTATION - Page 7
Strategy evolution
As we continue to work with our partners and consider future opportunities, the active
management of Precinct’s high-quality portfolio is supporting both the evolution and
execution of our strategy.
AMP NZ Office Trust
(ANZO) listed on the
NZX
1997
ANZO corporatised
and renamed to
Precinct (PCT)
2010
New strategy
established – active
management focus
2012
Management of PCT
internalised
2021
PCT wholly funded
developments
transforming
investment portfolio
2015-2020
$1b development
pipeline established
2014
Strategy review – Third
Party Capital
identified
2021
Established investment partnership with GIC,
new partnership with PAG, and established a
residential development business
with Lamont and Co.
2022
Drive higher returns
from our capital by
utilising partnerships
and PCT’s capabilities
2022+

PRECINCT PROPERTIES STAPLING PRESENTATION - Page 8
Strategy supports growth
Precinct is a central city specialist
Precinct
owned
Office
Development
Retail
Operating
excellence
Generator
Hospitality
& Hotel
Capital partnering
Investment Management Services
Active
Development
(inclvertical mixed
use)
ResidentialOffice
Core +
Passive
Office
City centre
City centre, fringe & town centre
Owned
80%
Capital
Partnering
20%
OwnedCapital Partnering
Total FUM:
$4.6bn
FUM Split
PRECINCT PROPERTIES STAPLING PRESENTATION - Page 8

PRECINCT PROPERTIES STAPLING PRESENTATION - Page 9
Strategic execution
Successful execution:
•Established Precinct Pacific Investment
Limited Partnership (PPILP) with Singapore
sovereign wealth fund GIC
•Advanced growth with Wynyard Quarter
Stage 3 development sold to PPILP
•Established Bowen Investment Limited
Partnership (BILP) with global private
investment firm, PAG
•Residential development business established
with Lamont & Co.
•Preferred development partner for Downtown
Carpark site in Auckland
Strategy continues to evolve as value-add
opportunities are explored & executed
PRECINCT PROPERTIES STAPLING PRESENTATION - Page 9

PRECINCT PROPERTIES STAPLING PRESENTATION - Page 10
Stapling supports our strategic direction
The proposed stapled structure will ensure the most robust company structure to
allow flexibility for Precinct to continue to execute its strategy whilst retaining
Portfolio Investment Entity (PIE) status.
Key strategic focus over the next 12+ months includes:
•Participatein a wider set of opportunities
•Secure development rights for, and progress design
of Downtown Car park site and discussions with
potential third party investors
•Secure further development opportunities
•Execute on strategic growth initiatives with existing
and future capital partners
Retaining Precinct's existing company structure will require Precinct to limit
its strategic aspirations and opportunities
:
•Precinct will be constrained in its ability to continue to grow its management and
operational business or pursue new growth opportunities to adhere to PIE rules.

Section 2
Proposed
Stapled Structure

PRECINCT PROPERTIES STAPLING PRESENTATION - Page 12
Proposed Stapled Structure
Why move to a stapled structure
•To ensure Precinct is fit for purpose and able to continue to deliver on its
strategy and growth potential.
•The proposed stapled structure will enable growth in Precinct’s capital
partnerships, future participation in a wider set of opportunities and large scale
vertical mixed-use development projects.
•Precinct now has income and investments that are classified as both
qualifying and non-qualifying for the purposes of PIE eligibility as set out
under the Income Tax Act.
•A stapled structure will ensure both Precinct and its investors retain the tax
benefits available under New Zealand’s Portfolio investment Entity (PIE) regime
for its qualifying investments
•Under this regime tax investors pay on distributions is capped at the
company tax rate (28%)

PRECINCT PROPERTIES STAPLING PRESENTATION - Page 13
Proposed Stapled Structure
•The diagram below outlines the structure of the proposed Stapled Group and
managed entities
•If the Precinct Stapling is approved by Shareholders, Precinct will implement
Stapling and the Stapled Securities would form a single saleable unit that
would trade on the NZX Main Board under a single ticker code.
Illustrative Precinct Stapled Group Structure

PRECINCT PROPERTIES STAPLING PRESENTATION - Page 14
Shareholding Post Proposed Stapled Structure
•Precinct shareholders will receive 1 Precinct Investments share for every 1
Precinct share they hold.
•There is no change in the underlying assets represented by your
shareholding.
•The diagram below shows an illustrative 1,000 shareholding in Precinct and
how this shareholding will change after the Stapling.

PRECINCT PROPERTIES STAPLING PRESENTATION - Page 15
Short term impact of proposed Stapled Structure
•An illustrative example of the impact of the Stapling on Shareholder returns is outlined below.
•It shows the impact on the FY23 dividend payment under the current structure compared with a Stapled
Structure.
•Based on FY23 dividend guidance of 6.7¢ per share Precinct and Precinct Investment’s tax rate is 28% for the
FY23 year.
•Additional non-qualifying income of between $0m and $3.1m would be required to return each investor tax
payer to the existing dividend amount. This could be made up of a combination of Precinct’s different non-
qualifying income sources:
•Funds management services
•Development management services
•Capital participation in for-sale developments
•Operating businesses
Illustrative example
Stapled structure
Current
Structure
Proforma dividend split
Investor personal tax rate
PPNZPPIL
39.0%33.0%30.0%17.5%10.5%
Dividend to Shareholders
Net Dividend
6.70
6.260.446.706.706.706.706.70
Imputation Credits
-
-0.080.080.080.080.080.08
Gross Dividend
6.70
6.260.526.786.786.786.786.78
Excluded PIE income
6.706.26-
6.266.266.266.266.26
Gross imputed dividend
--0.52
0.520.520.520.520.52
Tax at investor tax rate (cps)
N/AN/AN/A
0.120.090.070.010.00
Investor after tax dividend (entity level) 6.70
N/AN/A
6.586.616.626.696.70

PRECINCT PROPERTIES STAPLING PRESENTATION - Page 16
Longer term benefits of a Stapled Structure
•Provides flexibility for Precinct to continue to execute its
strategy whilst retaining PIE status
•Ensures Precinct is fit for purpose to enable sustainable
growth including the growth of its operational subsidiaries
•Allows growth in Precinct's capital partnerships
•Enables future participation in a wider set of opportunities
including residential and large-scale development projects
•Expected to improve Precinct's capital management
position, return on equity and long term earnings for
shareholders.
The proposed stapled structure, combined with strategy
execution, is expected to provide significant long-term
benefits to Precinct and its shareholders

Summary
Section 3

PRECINCT PROPERTIES STAPLING PRESENTATION - Page 18
Summary
•The proposed stapled structure, combined with continued strategy
execution, is:
•Expected to provide significant long-term benefits to Precinct and its
shareholders;
•Anticipated to provide earnings growth; and
•Ensures Precinct retains its PIE tax status.
•If Shareholder approval is not obtained, Precinct’s constitution cannot be
amended, and stapling will not occur.
•Retaining Precinct's existing company structure will require Precinct to
limit its strategic aspirations and opportunities.
•Precinct will be limited in its ability to pursue new growth opportunities
and to grow its management and/or operational business in order to
retain PIE status.
•Precinct will remain listed on the NZX Main Board but will not be a part
of a Stapled Group with Precinct Investments.Precinct Investments will
remain a subsidiary of PPNZ.

Section 4
Shareholder
approval and
Timetable

PRECINCT PROPERTIES STAPLING PRESENTATION - Page 20
Shareholder approval
A Special Meeting for shareholders will be held online at:
https://meetnow.global/nz
on 11 May 2023 at 3:00pm
Shareholder approval sought
•Precinct will seek shareholder approval (75% majority) to amend its
Constitution to provide for Stapling.
•Special Resolution:“That the Constitution of Precinct Properties New Zealand Limited
("Precinct") be revoked and Precinct adopt a replacement Constitution in the form described
in the Notice of Meeting and Explanatory Memorandum and tabled at the Special Meeting
and signed by the Chair for the purpose of identification to take effect from a time
determined by the board of directors of Precinct and notified to NZX, and provided that this
resolution will be deemed not to have been passed unless the board resolve that, in the
board’s view, the adoption of the replacement Constitution remains in the best interests of
Precinct and its Shareholders taken as a whole.”
Board recommendation
•Following a comprehensive review of Precinct’s corporate structure, the
Board believes the proposed stapling is in the best interests of Precinct’s
shareholders and unanimously supports and recommends that shareholders
vote in favourof the Special Resolution.

PRECINCT PROPERTIES STAPLING PRESENTATION - Page 21
Timetable
Date
Meeting documents available and sent to Shareholders 18 April 2023
Latest time for receipt by Precinct of proxy forms 3:00pm 9 May 2023
Record date for voting on Special Resolution 5:00pm 9 May 2023
Special Meeting of Shareholders to consider Stapling3:00pm 11 May 2023
Effective date of Stapling Expected to be 1 July 2023
Stapled Securities commence trading on the NZX Main
Board
Expected to be 3 July 2023

PRECINCT PROPERTIES, ANNUAL RESULTS PRESENTATION - Page 22
Thank you
Artist Impression – 124 Halsey rooftop terrace

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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.

Precinct announces settlement of Wynyard Quarter Stage 3 Ongoing Disclosure Notice – Multiple

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