PCT Special Meeting 11 May 2023

Precinct Properties New Zealand Limited Head Office Wellington Office
E hello@precinct.co.nz Level 12, 188 Quay Street, Auckland 1010 T 0800 400 599 Generator, 30 Waring Taylor Street, Wellington T 0800 400 599
W www.precinct.co.nz PO Box 5140, Auckland 1141, New Zealand F +64 9 927 1655 PO Box 2, Wellington 6140, New Zealand F +64 4 494 2267
NZX announcement - 11 May 2023
Precinct Properties New Zealand Limited Annual General Meeting
3:00pm (New Zealand time), Thursday 11 May 2023
Online attendance at https://meetnow.global/nz


Chair’s opening address
Tena Koutou Katoa,
Good afternoon everyone and welcome to the Precinct Properties Special Meeting
of shareholders. I’m Craig Stobo, Independent Director and Chair.
Todays meeting is being held via the Computershare Online Meeting platform. It
allows shareholders, proxies and guests to attend. Shareholders and proxies attending
also have the ability to ask questions and submit votes online.
For participants attending today, if you have a question to submit during the live
meeting, please select the Q&A tab on the right half of your screen anytime. Type
your question into the field and press send. Your question will be immediately
submitted. Should you require any assistance, you can type your query and one of
the Computershare team will assist with the chat function and reply to your query.
Alternatively, you can call Computershare on 0800-650-034.
Please note that while you can submit questions from now on, I will not address them
until the relevant time in the meeting at the end of the presentations. Please also note
that your questions may be moderated or if we receive multiple questions on one
topic, stapled together.
While we will try to get through as many questions as possible, we do apologise in
advance for any questions submitted online that we are unable to answer due to time
constraints. In this case, questions will be followed up by email after the meeting.

Precinct Properties New Zealand Limited Head Office Wellington Office
E hello@precinct.co.nz Level 12, 188 Quay Street, Auckland 1010 T 0800 400 599 Generator, 30 Waring Taylor Street, Wellington T 0800 400 599
W www.precinct.co.nz PO Box 5140, Auckland 1141, New Zealand F +64 9 927 1655 PO Box 2, Wellington 6140, New Zealand F +64 4 494 2267
Voting today will be conducted by way of a poll. In order to provide you with enough
time to vote, I will shortly open the voting for the Special Resolution.
If you are eligible to vote at this meeting, you will be able to cast your vote online
under the Vote tab. Once the voting has opened, the resolutions will allow votes to
be submitted. To vote, simply select your voting direction from the options shown on
screen. Your vote has been cast when the tick appears. To change your vote, simply
select ‘Change Your Vote’. You have the ability to change your vote, up until the time
I declare voting closed. I now declare voting open on all items of business.
I would now like to introduce the members of the Board and executive team joining
us today. We have, Anne Urlwin, Graeme Wong, Nicola Greer, Mark Tume, Chris Judd,
Scott Pritchard, George Crawford and Richard Hilder.
We also have present with us representatives from our tax advisors, KPMG, legal
advisors, Chapman Tripp and our registrar, Computershare.
Now moving to the agenda of today’s meeting.
Meeting agenda
Today, there is one Special Resolution being put forward for shareholder approval.
Shareholders are being asked to consider, and if thought fit, pass the Special
Resolution approving the amendments to the Constitution. This was detailed in the
Notice of Special Meeting and Explanatory Memorandum sent to Shareholders. The
meeting will then proceed to any questions you may have on the proposed change
to a stapled structure.
Introduction
As previously announced in our interim results earlier this year, we have been actively
considering the option of moving to a stapled structure to support further strategic
growth opportunities whilst retaining Precinct’s Portfolio Investment Entity (PIE) status.
Precinct consequently provided an update together with its Notice of Special

Precinct Properties New Zealand Limited Head Office Wellington Office
E hello@precinct.co.nz Level 12, 188 Quay Street, Auckland 1010 T 0800 400 599 Generator, 30 Waring Taylor Street, Wellington T 0800 400 599
W www.precinct.co.nz PO Box 5140, Auckland 1141, New Zealand F +64 9 927 1655 PO Box 2, Wellington 6140, New Zealand F +64 4 494 2267
Meeting last month in April detailing the proposal for Precinct to move to a stapled
company 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.
Precinct has continued to evolve over the past several years.
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.
Successful execution
To date, Precinct has successfully completed $1.6 billion of development of prime
grade real estate, has operated Generator – Precinct’s shared workspace business,
established third party capital partnerships, formed a residential development
platform, and most recently been selected as the preferred development partner for
the Downtown Car park site in Auckland with exclusive negotiations continuing.
Precinct's capital partnerships are offering our business the opportunity to invest in a
wider set of opportunities and utilise the strong market position that Precinct has.
Precinct's capital partnering objectives include aligning itself with investors to co-
invest in assets and developers and in so doing, enhancing earnings through

Precinct Properties New Zealand Limited Head Office Wellington Office
E hello@precinct.co.nz Level 12, 188 Quay Street, Auckland 1010 T 0800 400 599 Generator, 30 Waring Taylor Street, Wellington T 0800 400 599
W www.precinct.co.nz PO Box 5140, Auckland 1141, New Zealand F +64 9 927 1655 PO Box 2, Wellington 6140, New Zealand F +64 4 494 2267
improved return on equity, expanding capital management options and leveraging
development opportunities to drive higher returns on capital.
Strategic focus
Looking ahead, Precinct’s strategy continues to evolve as value-add opportunities
continue to be identified, explored and executed. The Board and Management of
Precinct believe our strategic focus is well aligned to deliver long-term
outperformance.
Precinct’s premium grade investment and development portfolio continues to
underpin the business with high quality rental streams.
We remain a central city real estate investment company investing in high quality
strategically located real estate.
Stapled Structure
As I’ve noted, 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 for Precinct. It allows flexibility for our
business to continue to execute its strategy whilst retaining PIE status.
The proposed stapled structure, combined with strategy execution, is expected to
provide significant long-term benefits to Precinct and its investors.
If Precinct is to retain its existing company structure, it will require Precinct to limit its
strategic aspirations and opportunities. This means 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.
The next slide illustrates the proposed structure of Precinct Properties Group and
managed entities.

Precinct Properties New Zealand Limited Head Office Wellington Office
E hello@precinct.co.nz Level 12, 188 Quay Street, Auckland 1010 T 0800 400 599 Generator, 30 Waring Taylor Street, Wellington T 0800 400 599
W www.precinct.co.nz PO Box 5140, Auckland 1141, New Zealand F +64 9 927 1655 PO Box 2, Wellington 6140, New Zealand F +64 4 494 2267
As you may be aware, a stapled structure is a common corporate structure often used
in the real estate sector in New Zealand and Australia.
A stapled group comprises two listed parent companies whose shares are held by the
same shareholders in the same 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.
The diagram shown on this slide illustrates how 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.
As 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.
The loss of PIE status would 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%
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.
Moving to the next slide.

Precinct Properties New Zealand Limited Head Office Wellington Office
E hello@precinct.co.nz Level 12, 188 Quay Street, Auckland 1010 T 0800 400 599 Generator, 30 Waring Taylor Street, Wellington T 0800 400 599
W www.precinct.co.nz PO Box 5140, Auckland 1141, New Zealand F +64 9 927 1655 PO Box 2, Wellington 6140, New Zealand F +64 4 494 2267
Shareholding Post Proposed Stapling
The diagram here shows an illustrative 1,000 share shareholding in Precinct and how
this shareholding will change after the proposed Stapling.
As you can see, a shareholder will retain 1,000 shares in Precinct and receive 1,000
shares in Precinct Investments. It is important we note that there is no change in the
underlying assets represented by your shareholding.
As illustrated in the last slide, 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 Special Resolution is approved by Shareholders today,
Precinct will implement Stapling and the Stapled Securities (i.e., 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.
Short term impact of proposed Stapling
Before we move to the longer-term benefits, I would like to take you through the short
term impact of the proposed Stapling.
On this slide, we have an illustrative example of the impact of the Precinct Stapling on
Shareholder returns. It shows the impact on the FY23 dividend payment under the
current structure compared with a Stapled Structure. It is based on FY23 dividend
guidance of 6.70 cents per share, and Precinct and Precinct Investment’s tax rate is
28% for the FY23 year.
Approximately between $0 million and $3.1 million of additional non-qualifying
income 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 which includes funds management services, development
management services, capital participation in for-sale developments, and operating
businesses.

Precinct Properties New Zealand Limited Head Office Wellington Office
E hello@precinct.co.nz Level 12, 188 Quay Street, Auckland 1010 T 0800 400 599 Generator, 30 Waring Taylor Street, Wellington T 0800 400 599
W www.precinct.co.nz PO Box 5140, Auckland 1141, New Zealand F +64 9 927 1655 PO Box 2, Wellington 6140, New Zealand F +64 4 494 2267
Dependent on your personal tax rate, based on FY23 dividend guidance, dilution to
dividends paid to Shareholders may range from 0.1% to 1.8%. However, as Precinct
executes its strategy to grow its management services and operational businesses it is
expected that Precinct’s nonqualifying income which is derived directly or through its
wholly-owned subsidiaries will grow. Therefore, it is expected that any short term
dilution in dividend will be offset by the longer-term benefits of moving to a stapled
structure.
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. 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 cent per share or higher (attributable to non-qualifying income growth) is
payable by Precinct Investments.
Long-term benefits
The proposed stapled structure, combined with strategy execution, is expected to
provide significant long-term benefits to Precinct and its shareholders. These benefits
include providing flexibility for Precinct to continue to execute its strategy, allows
growth in Precinct's capital partnerships, enables future participation in a wider set of
opportunities including residential and large-scale development projects, ensures
Precinct is fit for purpose to enable sustainable growth while retaining PIE status, and
is expected to improve Precinct's capital management position, return on equity and
long term earnings for you, our shareholders.

Precinct Properties New Zealand Limited Head Office Wellington Office
E hello@precinct.co.nz Level 12, 188 Quay Street, Auckland 1010 T 0800 400 599 Generator, 30 Waring Taylor Street, Wellington T 0800 400 599
W www.precinct.co.nz PO Box 5140, Auckland 1141, New Zealand F +64 9 927 1655 PO Box 2, Wellington 6140, New Zealand F +64 4 494 2267
If Stapling is not approved
If Shareholder approval is not obtained today, 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.
As I have mentioned earlier, retaining Precinct’s existing company structure will require
our business to limit its strategic aspirations as 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.
Summary
In summary, the active management of Precinct’s high-quality portfolio is supporting
both the evolution and execution of our strategy. A stapled structure will ensure
Precinct is fit for purpose and able to continue to deliver on its strategy and growth
potential, while ensuring Precinct retains its PIE status.
The Board believes Stapling is in the best interests of Precinct’s Shareholders and will
ensure long-term growth for Precinct and you, our Shareholders.
We look forward to progressing and executing on our strategic growth initiatives over
the next 12 months. As we continue to work with our existing and future capital
partners and deliver on Precinct’s long-term strategy, having the support of you, our
Shareholders is an integral part of achieving this. Thanks everyone for joining us today.
Huri noa i te whare
Tēnā Koutou
Tēnā Koutou
Tēnā Tātou Katoa
-ends-

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11 May 2023
Precinct
Special Meeting

Welcome
and good afternoon
Craig Stobo,
Independent Director and
Chair

Online questions and voting
•Questions can now be
submitted through the
webcast
•Questions will be addressed
at relevant time in meeting
•Opening of voting

Board and Executive Team
Board of Directors
Nicola Greer
Independent Director
Mark Tume
Independent Director
Chris Judd
Independent Director
Executive Team
George Crawford
Deputy Chief Executive Officer
Scott Pritchard
Chief Executive Officer
Richard Hilder
Chief Financial Officer
Craig Stobo
Independent Director and Chair
Graeme Wong
Independent Director
Anne Urlwin
Independent Director

Meeting agenda
•Consider and vote on oneSpecialResolution
•Questions and Answers

Introduction
•Precinct announced on 18 April 2023 theproposal
for Precinct to move to a stapled structure.
•The stapling comprises a proposal by Precinct to
undertake a corporate restructuring.
•In order to give effect to the stapling proposal,
amendments need to be made to Precinct’s
constitution.

Precinct has
continued to
evolve over
the past
several years
Photo credit: Simon Devitt

Successful execution
•Successfully completed $1.6bn of
development of prime grade real estate
•Generator – Precinct’s shared
workspace business
•Established third party capital
partnerships
•Residential development business
established
•Selected as the preferred development
partner for the Downtown Carpark site in
Auckland

Strategy continues to
evolve as value-add
opportunities are
explored and executed
i
Strategic
focus

Why move to a stapled structure
The proposed stapled
structure, combined
with strategy execution
is expected to provide
the most robust
company structure for
Precinct to enable
growth.

Precinct Stapled Group Structure

Shareholding Post Proposed Stapling
There is no change in the underlying assets represented by
your shareholding

Short term impact of proposed Stapling
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

The proposed stapled
structure, combined with
strategy execution, is
expected to provide
significant long-term
benefits to Precinct and
its shareholders
Artist Impression – 117 Pakenham

If Stapling is not approved
•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 constrained in its ability to continue to grow its management
and operational business or pursue new growth opportunities to adhere to PIE
rules.
•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.

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.

Shareholder Q&A

Formal Business

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.”
The Board unanimously supports and recommends that shareholders
vote in favourof the Special Resolution.

Voting and closure
•We will now proceed to a poll and conclude the
meeting
•The results will be announced to the NZX

Thank you
Thank you