Precinct Properties New Zealand Limited/Announcement

Precinct NZ lodges PDS for offer of convertible notes

Debt Issuance25 August 2023PCTReal Estate

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Precinct Auckland 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 – 25 August 2023
Precinct NZ lodges product disclosure statement for offer of two series of subordinated
convertible notes

Precinct Properties New Zealand Limited (Precinct NZ) has today registered a Product Disclosure Statement (PDS) for
an offer (Offer) of up to $150 million of two series of subordinated convertible notes (the 2026 Notes and the 2027
Notes, and together the Notes) with the ability to accept oversubscriptions of up to an additional $50 million at
Precinct NZ’s discretion across the two series of Notes. The Offer amount above is inclusive of a shareholder priority
offer (Shareholder Priority Offer) of up to $25 million in aggregate across both series of Notes (or such other amount as
Precinct NZ may determine in its discretion).
Capitalised terms used but not defined in this announcement have the meanings given to them in the PDS.
Subject to a Cash Election by Precinct NZ as described below, the Notes will convert into ordinary shares in Precinct
NZ. If Precinct NZ issues shares on Conversion, Precinct Properties Investments Limited (Precinct Investments), must issue
a corresponding number of fully paid ordinary shares for no consideration. The Precinct NZ and Precinct Investments
shares will be stapled under the Stapling Deed (Stapled Shares). The Notes have a conversion date of 21 September
2026 for the 2026 Notes and 21 September 2027 for the 2027 Notes.
The Offer is expected to open on 4 September 2023 and:
• the Shareholder Priority Offer (open to eligible retail shareholders who are resident in New Zealand) is
expected to close on 7 September 2023 at 5pm (New Zealand time); and
• the General Offer (open to investors resident in New Zealand and certain overseas institutional investors) is
expected to close on 8 September 2023 at 12pm (New Zealand time)
Investors may apply for the 2026 Notes and/or the 2027 Notes.
During their term, the Notes will pay a fixed rate of interest (expected to be indicatively announced via NZX on 4
September 2023 and set on 8 September 2023), with quarterly interest payments over two series of Notes of 3-year and
4-year terms subject to meeting the Payment Condition (as described in the PDS).
The indicative issue margin range and any applicable minimum interest rate will be determined by Precinct NZ in
conjunction with the Joint Lead Managers and will be announced when the Offer opens. The issue margin is expected
to be set following a bookbuild process and will be announced to the market on or about 8 September 2023.
In addition to interest payments, the number of Stapled Shares to be issued following Conversion of each holding of
Notes will be determined by dividing their Principal Amount (together with any Unpaid Interest (and any interest
thereon)) by the Conversion Price, which is the lesser of:
1. the Conversion Price Cap of:
• for the 2026 Notes: $1.42; and
• for the 2027 Notes: $1.46; and
2. the Market Price (calculated as per the statement below)
The Market Price is determined based on the arithmetic average of the daily volume weighted average price of
Stapled Shares on the NZX Main Board in the 20 Business Days prior to (but not including) each Conversion
Announcement Date, as described in section 6 of the PDS (Key features of the Notes).
The Conversion Announcement Date is 5 Business Days before the relevant Conversion Date.
The Conversion Price Cap may be adjusted in certain circumstances as further described in the PDS. Please refer to
the PDS for example scenarios of Conversion at different Market Prices.
Rather than converting a series of Notes into Stapled Shares, Precinct NZ may elect to instead pay a cash amount to
Noteholders at the end of the relevant term (Cash Election). In this case, Noteholders would be paid an amount

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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 ( A S I S S U E R )
A N O F F E R O F T W O S E R I E S O F
S U B O R D I N A T E D C O N V E R T I B L E
N O T E S
PRODUCT DISCLOSURE STATEMENT DATED 25 AUGUST 2023
This document gives you important information about this investment to help you
decide whether you want to invest. There is other useful information about this offer on
www.companiesoffice.govt.nz/disclose.
Precinct Properties New Zealand Limited has prepared this document in accordance
with the Financial Markets Conduct Act 2013. You can also seek advice from a financial
advisor to help you to make an investment decision.
Arranger and Joint Lead Manager
Joint Lead Managers

02
KEY INFORMATION SUMMARY
1. KEY INFORMATION SUMMARY
PRECINCT PROPERTIES NEW ZEALAND, PRODUCT DISCLOSURE STATEMENT
WHAT IS THIS?
This is an offer (Offer) of two series of subordinated convertible notes (the 2026 Notes and the 2027 Notes, and together the Notes). The
Notes are debt securities issued by Precinct Properties New Zealand Limited (Precinct NZ). You give Precinct NZ money, and in return
Precinct NZ promises to pay you interest and (subject to the following paragraph) convert the Notes (Conversion) at the end of the
term into ordinary shares of Precinct NZ. If Precinct NZ issues shares on Conversion, Precinct Properties Investments Limited (Precinct
Investments) must issue a corresponding number of fully paid ordinary shares for no consideration. The Precinct NZ shares and Precinct
Investments shares will be stapled under the Stapling Deed described below (Stapled Shares). The Stapled Shares will have a value (as
determined under the terms of the Notes and subject to rounding) at least equal to the Principal Amount of the Notes, and a
potentially higher amount depending on the Stapled Share price at the time of Conversion.
Rather than Converting the Notes, Precinct NZ may elect to instead pay you a cash amount equivalent to the value of those Stapled
Shares as determined under the terms of the Notes (provided it meets the Payment Condition described below).
If your Notes are Converted, you may receive a return if dividends are paid on Stapled Shares or if you subsequently sell those Stapled
Shares for more than you paid for the Notes.
If Precinct NZ runs into financial trouble, you might lose some or all of the money you invested.
ABOUT THE PRECINCT NZ GROUP
The Precinct NZ Group includes Precinct NZ and the companies that it owns.
The Precinct NZ Group is part of the Precinct Properties Group, which includes Precinct NZ and Precinct Investments together and any
companies that either of them own. The Precinct Properties Group is a stapled structure pursuant to a stapling deed dated 7 June
2023 (Stapling Deed). A stapled structure 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. Each Stapled Share comprises one ordinary share of Precinct NZ and one ordinary share of Precinct Investments.
The Precinct NZ Group, and the Precinct Properties Group of which it is part, is New Zealand’s only listed city centre real estate
specialist, investing predominantly in premium and A-Grade city centre real estate.
The Stapled Shares are listed on the NZX Main Board and, as at the date of this PDS, the Precinct Properties Group has a market
capitalisation of approximately $2.0 billion.
PURPOSE OF THIS OFFER
The proceeds of this Offer (net of issue costs) are expected to be used to repay existing bank debt and for general corporate
purposes.
KEY TERMS OF THE OFFER
Issuer
Precinct Properties New Zealand Limited.
Description of the Notes
Subordinated convertible notes in two series. The Notes will Convert and Stapled Shares will be
issued, subject to a Cash Election as described further below.
See section 6 of this PDS (
Key features of the Notes
) for more information.
Offer amount
Up to $150,000,000 with the ability to accept oversubscriptions of up to an additional $50,000,000 at
Precinct NZ’s discretion across the two series of Notes.
The offer amounts above are inclusive of the Shareholder Priority Offer described below.
Shareholder Priority Offer
Eligible Shareholders can apply for Notes through the Shareholder Priority Offer.
The amount of Notes of each series allocated in the Shareholder Priority Offer will be determined
during the Bookbuild by Precinct NZ in consultation with the Joint Lead Managers, subject to a
maximum size of $25,000,000 in aggregate across both series of Notes (or such other amount as
Precinct NZ may determine in its discretion).
See “Shareholder Priority Offer” in section 3 of this PDS (
Terms of the Offer
) for more information.
Term2026 Notes: 3 years with a Conversion Date of 21 September 2026.
2027 Notes: 4 years with a Conversion Date of 21 September 2027.

03
KEY INFORMATION SUMMARY
Conversion
On the relevant Conversion Date, all outstanding Notes in a series will Convert and Stapled Shares
will be issued, subject to a Cash Election as described below.
The number of Stapled Shares to be issued following Conversion of each holding of Notes will be
determined by dividing their Principal Amount ($1.00 per Note) (together with any Unpaid Interest
(including any interest thereon)) by the Conversion Price, which is the lesser of:
1. the Conversion Price Cap of:
•
For the 2026 Notes: $1.42; and
•
For the 2027 Notes: $1.46; and
2. the Market Price (calculated as per the statement below).
The Market Price is determined based on the arithmetic average of the daily volume weighted
average price of Stapled Shares traded through the NZX Main Board in the 20 Business Days prior to
the Conversion Announcement Date, as described in section 6 of this PDS (
Key features of the
Notes
).
The following table illustrates the number of Stapled Shares to be issued following Conversion and
the value provided at a range of possible Stapled Share prices. The examples are for illustrative
purposes only, are not forward looking statements and do not indicate, guarantee or forecast future
Stapled Share prices.
2026 NOTES ILLUSTRATION OF THE VALUE OF SHARES / CASH RECEIVED
Example Market PriceConversion Price
Principal Amount to be
Converted
Number of Stapled
Shares received
Value of Stapled Shares
received
Cash amount to be paid if
Cash Election selected
$1.25$1.25$10,0008,000$10,000$10,000
$1.35$1.35$10,0007,407$10,000$10,000
$1.42$1.42$10,0007,042$10,000$10,000
$1.45$1.42$10,0007,042$10,211$10,211
$1.55$1.42$10,0007,042$10,915$10,915
$1.65$1.42$10,0007,042$11,619$11,619
Explanatory notes and assumptions for the above table are set out on page 17.
2027 NOTES ILLUSTRATION OF THE VALUE OF SHARES / CASH RECEIVED
Example Market PriceConversion Price
Principal Amount to be
Converted
Number of Stapled
Shares received
Value of Stapled Shares
received
Cash amount to be paid if
Cash Election selected
$1.25$1.25$10,0008,000$10,000$10,000
$1.35$1.35$10,0007,407$10,000$10,000
$1.45$1.45$10,0006,896$10,000$10,000
$1.46$1.46$10,0006,849$10,000$10,000
$1.55$1.46$10,0006,849$10,616$10,616
$1.65$1.46$10,0006,849$11,301$11,301
Explanatory notes and assumptions for the above table are set out on page 17.
Cash Election
Rather than Converting a series of Notes, Precinct NZ may elect to instead pay a cash
amount to Noteholders at the end of the relevant term. In this case, Noteholders would be
paid an amount equal to the Market Price (calculated as set out above) of all the Stapled
Shares that would have otherwise been issued to them following Conversion of their Notes, so
that they receive an equivalent value to those Stapled Shares (as determined under the
terms of the Notes) and will similarly benefit from any appreciation of the Stapled Share price
above the relevant Conversion Price Cap prior to the relevant Conversion Date.
See section 6 of this PDS (
Key features of the Notes
) for further information.
Precinct NZ may only elect to pay the cash amount for a series of Notes if it is not insolvent
and no event of default in respect of borrowed money is continuing (and Precinct NZ would
not become insolvent, and no such event of default would occur, as a result of making such
payment) (the Payment Condition).

04
KEY INFORMATION SUMMARY
1. KEY INFORMATION SUMMARY (CONTINUED)
PRECINCT PROPERTIES NEW ZEALAND, PRODUCT DISCLOSURE STATEMENT
Interest Rate
Each series of Notes will pay a fixed rate of interest.
The Interest Rate for each series of Notes will be determined by Precinct NZ in conjunction
with the Arranger following a bookbuild, and announced via NZX on or about the Rate Set
Date.
Interest payments
Interest is scheduled to be paid quarterly in arrear in equal amounts.
Interest payments may be suspended in certain circumstances as described below.
Interest suspension
Payments of interest on the Notes will be suspended if Precinct NZ does not meet the
Payment Condition (as described above) in respect of such interest.
Any suspended interest payment (Unpaid Interest) will accumulate and interest will accrue on
it at the Interest Rate (compounding on each Interest Payment Date) until paid. No dividend
or other return will be made to Shareholders while any interest on the Notes is suspended.
Unpaid Interest is required to be paid no later than 5 Business Days after Precinct NZ meets
the Payment Condition in respect of such interest. Any Unpaid Interest (including any interest
thereon) will be added to the Principal Amount on Conversion.
See section 6 of this PDS (
Key features of the Notes
).
Early conversion
The Notes of either series may Convert prior to the relevant Conversion Date:
• after an Event of Default;
• at the Noteholders’ option after a Compulsory Acquisition Event; or
• at Precinct NZ’s option after a Tax Event,
as described in section 6 of this PDS (
Key features of the Notes)
.
Further payments, fees or charges
Taxes may be deducted from interest payments on the Notes. See section 9 of this PDS (
Tax
)
for further details.
The Offer is subject to certain selling restrictions and you will be required to indemnify certain
people if you breach these. More information on this can be found in section 10 of this PDS
(
Selling restrictions
).
You are not required to pay brokerage or any other fees or charges to Precinct NZ to
purchase the Notes or for Stapled Shares to be issued following Conversion of the Notes.
However, you may have to pay brokerage to the firm from whom you receive an allocation
of Notes, for the transfer of Notes or, after Conversion, for the sale of the Stapled Shares.
Offer Opening Date
4 September 2023.
Shareholder Priority Offer Closing Date
5pm (New Zealand time) on 7 September 2023.
Offer Closing Date
12pm (New Zealand time) on 8 September 2023.
Minimum application amounts
For the Shareholder Priority Offer, $1,000.
For the General Offer, $5,000.
WHO IS RESPONSIBLE FOR REPAYING YOU?
Precinct NZ as Issuer is responsible for repaying, and paying interest on, the Notes.
Payments on the Notes are guaranteed by Precinct Investments under the Subordinated Guarantee contained in the Supplemental
Trust Deed relating to those Notes. The Notes are not guaranteed by any member of the Precinct NZ Group or any other member of
the Precinct Properties Group. See section 6 of this PDS (
Key features of the Notes
) for further details.
HOW YOU CAN GET YOUR MONEY OUT EARLY
Neither you nor any other person has a right to redeem or Convert the Notes of either series prior to the Conversion Date, except after
an Event of Default, (at the Noteholders’ option) after a Compulsory Acquisition Event or (at Precinct NZ’s option) after a Tax Event.
See section 6 of this PDS (
Key features of the Notes
) for further details.
Precinct NZ intends to quote these Notes on the NZX Debt Market. This means you may be able to sell them on the NZX Debt Market
before the end of their term if there are interested buyers. If you sell your Notes, the price you get will vary depending on factors such
as the financial condition of the Precinct NZ Group and movements in market interest rates. You may receive less than the full amount
that you paid for them.

05
KEY INFORMATION SUMMARY
As the Notes are Convertible, changes in the Stapled Shares price may also affect the price you get on a sale of your Notes. Precinct
NZ intends that Stapled Shares issued following any Conversion will be quoted on the NZX Main Board. This means you may be able to
sell them on the NZX Main Board after Conversion if there are interested buyers. You may get less than you invested in the Notes upon
any sale of your Stapled Shares. The price will depend on the demand for the Stapled Shares.
HOW NOTES RANK FOR REPAYMENT
On a liquidation of Precinct NZ, each Note (before any Conversion) will be a subordinated obligation of Precinct NZ, ranking:
• behind all claims on Precinct NZ (including bank borrowing, USPP Notes, Secured Bonds, trade creditors and other unsubordinated
debt), except as described below;
• equally with other Notes, and any other subordinated securities that, by their terms, rank equally with the Notes; and
• ahead of Shareholders and holders of other subordinated securities that, by their terms, rank after the Notes. Stapled Shares issued
following Conversion will rank equally with all other Stapled Shares on issue and behind all other claims on Precinct NZ.
Further important information on the ranking of the Notes on the liquidation of the Precinct NZ can be found in section 6 of this PDS
(
Key features of the Notes
). In particular, Precinct Investments' obligations under each Subordinated Guarantee will be subordinated to
its unsubordinated obligations (including as guarantor of Precinct NZ’s bank borrowing, USPP Notes and Secured Bonds), and to trade
creditors.
NO SECURITY
The Notes are not secured against any assets of any member of the Precinct NZ Group, any member of the Precinct Properties Group
or any other person.
WHERE YOU CAN FIND THE PRECINCT NZ GROUP’S FINANCIAL INFORMATION
The financial position and performance of the Precinct NZ Group are essential to an assessment of Precinct NZ’s ability to meet its
obligations under the Notes. You should also read section 7 of the PDS (
The Precinct NZ Group's Financial Information
).
KEY RISKS AFFECTING THIS INVESTMENT
Investments in debt securities have risks. A key risk is that Precinct NZ does not meet its commitments to repay you or pay you interest
(credit risk). Section 8 of this PDS (
Risks of investing
) discusses the main factors that give rise to the risk. You should consider if the credit
risk of these debt securities is suitable for you.
The interest rate for these Notes should also reflect the degree of credit risk. In general, higher returns are demanded by investors from
businesses with higher risk of defaulting on their commitments. You need to decide whether the Offer is fair.
Precinct NZ considers that the most significant risk factors are:
• changes affecting the valuation and income of the Precinct NZ Group's property portfolio, including increasing interest rates;
• the risk that one or more of the Precinct NZ Group’s developments may be subject to delays, cost overruns or other construction-
related issues. Such risks may be difficult to predict or adequately mitigate, and may have significant financial and reputational
impacts on the Precinct NZ Group’s business;
• the risk that Precinct NZ cannot continue to obtain insurance cover or that, following an insured event, the cover in place is not
sufficient;
• funding risks given the Precinct Properties Group’s reliance on external funding as a real estate specialist. Any default or breach of
the financial covenants included in such funding may have a significant adverse impact on Precinct NZ and the Precinct Properties
Group’s ability to obtain funding and its financial condition.
If these Notes Convert into shares, these risks will change significantly. You should consider whether the degree of uncertainty about
the Precinct NZ Group’s future performance and returns is suitable for you and whether the degree of uncertainty about the Precinct
Properties Group’s future performance and returns is suitable for you.
This summary does not cover all of the risks of investing in the Notes. You should also read section 8 of this PDS (
Risks of investing
) and
section 6 of this PDS (
Key features of the Notes
).
NO CREDIT RATING
Precinct NZ’s credit worthiness has not been assessed by an approved rating agency in connection with the Notes. This means that
Precinct NZ has not received an independent opinion of its capability and willingness to repay the Notes from an approved source.

06
TABLE OF CONTENTS
TABLE OF CONTENTS
PRECINCT PROPERTIES NEW ZEALAND, PRODUCT DISCLOSURE STATEMENT
1.Key information summary02
Chair's Letter07
2.Key dates and Offer process08
3.Terms of the Offer09
4.The Precinct NZ Group and what it does13
5.Purpose of the Offer14
6.Key features of the Notes15
7.The Precinct NZ Group's Financial Information23
8.Risks of investing24
9.Tax27
10.Selling restrictions28
11.Who is involved?30
12.How to complain31
13.Where you can find more information32
14.How to apply33
15.Contact information34
Glossary35

07
CHAIR'S LETTER
CHAIR'S LETTER
Dear Investor
On behalf of the Board of Directors, I am pleased to provide investors with the opportunity to invest in subordinated convertible notes
to be issued by Precinct NZ. Precinct NZ is seeking to issue up to $200 million through a Shareholder Priority Offer and a General Offer.
The proceeds of the Offer (net of issue costs) are expected to be used to repay existing bank debt and for general corporate
purposes, providing Precinct NZ with flexibility and additional debt capacity to fund its future development pipeline and any other
opportunities as they may arise.
The Notes pay a fixed rate of interest (expected to be announced via NZX on 8 September 2023), with quarterly interest payments over
two series of 3-year and 4-year terms subject to meeting the Payment Condition.
In addition to interest payments, on Conversion of the Notes, or payment by Precinct NZ of an equivalent cash amount determined
under the terms of the Notes under a Cash Election, Noteholders will receive a minimum value (as determined in accordance with the
terms of the Notes and subject to rounding) at least equal to the principal amount of the Notes, and will benefit from any appreciation
of the Stapled Share price above the relevant Conversion Price Cap ($1.42 for the 2026 Notes and $1.46 for the 2027 Notes).
The Precinct NZ Group (and the Precinct Properties Group of which it is part) is ranked in the NZX top 20 and is the largest owner,
manager and developer of premium inner-city real estate in Auckland and Wellington. The Precinct NZ Group and the Precinct
Properties Group predominantly invest in office buildings and also invest in Generator, Commercial Bay retail, third party capital
partnerships, and management of a multi-unit residential development business.
Precinct NZ has continued to evolve over the past several years. Following the internalisation of Precinct NZ’s management in 2021,
Precinct NZ’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. We have made significant progress on our partnership strategy, with the value of the
assets owned by our partnerships now $1.8 billion.
On 1 July 2023, Precinct NZ effected a restructuring to create a stapled group structure. 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 can only be
transferred or dealt with together. Shareholders in the Precinct Properties Group hold an equal number of shares in Precinct NZ and
Precinct Investments and these shares can only be dealt with together. The stapled issuers are described as “Precinct Properties NZ Ltd
& Precinct Properties Investments Ltd (NS)” on NZX systems and the ticker code for the Stapled Shares remains PCT on the NZX Main
Board.
Since 2017, Precinct NZ has completed $1.8 billion of development projects. At the date of this PDS, the Precinct NZ Group has a
current development pipeline of around $1.0 billion (total project cost and disregarding ownership level) of committed projects,
namely Bowen House, Deloitte Centre, 61 Molesworth Street and Wynyard Quarter Stage 3 (Precinct Pacific Investment Limited
Partnership).
Precinct NZ continues to focus on an active capital management strategy. Post issue, the Notes are expected to reduce Precinct NZ’s
gearing, as measured under its borrower covenant, which disregards subordinated debt. This places Precinct NZ's balance sheet in a
strong position to enable the business to execute on strategy and future opportunities while also diversifying its funding sources.
Eligible investors should contact their financial advisor to participate in the Offer. Our New Zealand resident retail shareholders can
alternatively apply for Notes directly under the Shareholder Priority Offer.
There are a number of risks that may affect returns on your investment in the Notes. An overview of the key risks is contained within this
PDS which you should read before deciding whether to invest in the Notes. I encourage you to seek financial, investment or other
professional advice from a qualified professional advisor and that you take the time to consider this Offer.
On behalf of the Board, I look forward to your involvement in this Offer and support of our business. For more information on the Notes,
please visit our website at www.precinctnotesoffer.co.nz.
Thank you,
CRAIG STOBO
Independent Director and Chair
Precinct Properties Group
25 AUGUST 2023

08
KEY DATES AND OFFER PROCESS
2. KEY DATES AND OFFER PROCESS
PRECINCT PROPERTIES NEW ZEALAND, PRODUCT DISCLOSURE STATEMENT
Opening Date4 September 2023
Shareholder Priority Offer Closing Date7 September 2023 at 5pm (New Zealand time)
General Offer Closing Date8 September 2023 at 12pm (New Zealand time)
Rate Set Date8 September 2023
Issue Date and allotment date21 September 2023
Expected date of initial quotation and trading of
the Notes on the NZX Debt Market
22 September 2023
Interest Payment Dates21 March, 21 June, 21 September and 21 December in each year
1
First Interest Payment Date21 December 2023
Market Price calculation periodThe 20 Business Day period prior to (but not including) each Conversion
Announcement Date.
Conversion Announcement Date5 Business Days before each Conversion Date (expected to be 14 September 2026
and 14 September 2027).
On each of these dates Precinct NZ will announce the relevant final Conversion
Price. On or before these dates Precinct NZ will announce whether it intends to
make a Cash Election.
Conversion Date
2
For 2026 Notes: 21 September 2026
For 2027 Notes: 21 September 2027
1 If any date on which an interest payment is due to be made is not a Business Day, payment shall instead be made on the next Business Day. Interest payments may
be suspended in some circumstances, as described in this PDS.
2 The Notes may Convert before the relevant Conversion Date in some circumstances, as described in this PDS.
The timetable is indicative only and subject to change. Precinct NZ may, in its absolute discretion and without notice, vary the
timetable (including by opening or closing the Offer early, accepting late applications and extending any Closing Date).
If any Closing Date is extended, the Issue Date, the expected date of initial quotation and trading of the Notes on the NZX Debt
Market, the Interest Payment Dates, the Conversion Announcement Date and the relevant Conversion Date may also be extended.
Any such changes will not affect the validity of any applications received.
Precinct NZ reserves the right to cancel the Offer and the issue of the Notes, in which case all application monies received will be
refunded (without interest) as soon as practicable (within 10 Business Days).

09
TERMS OF THE OFFER
3. TERMS OF THE OFFER
Issuer
Precinct Properties New Zealand Limited.
Description of the Notes
Subordinated convertible notes in two series. The Notes will Convert and Stapled Shares will be
issued, subject to a Cash Election as described further below.
On Conversion of the Notes, or payment by Precinct NZ of an equivalent cash amount determined
under the terms of the Notes under a Cash Election, Noteholders will receive a minimum value (as
determined in accordance with the terms of the Notes and subject to rounding) at least equal to
the Principal Amount of the Notes, and will benefit from any appreciation of the Stapled Share price
above the relevant Conversion Price Cap ($1.42 for 2026 Notes and $1.46 for 2027 Notes).
See section 6 of this PDS (
Key features of the Notes
) for more information.
Issue price
$1.00 per Note, being the Principal Amount of each Note.
Shareholder Priority Offer
Eligible Shareholders can apply for Notes through the Shareholder Priority Offer.
The amount of Notes of each series allocated in the Shareholder Priority Offer will be determined
during the Bookbuild by Precinct NZ in consultation with the Joint Lead Managers, subject to a
maximum size of $25,000,000 in aggregate across both series of Notes (or such other amount as
Precinct NZ may determine in its discretion).
There is no guarantee that an Eligible Shareholder will receive all of the Notes for which it has
applied.
Precinct NZ may, in its absolute discretion, determine whether to accept or scale all or part of any
application without giving any reason.
Eligible Shareholder
Members of the public resident in New Zealand who are Shareholders (at the time of applying for
Notes and on the Shareholder Priority Offer Closing Date for the Shareholder Priority Offer), excluding
institutional Shareholders, as determined by Precinct NZ.
Term2026 Notes: 3 years with a Conversion Date of 21 September 2026.
2027 Notes: 4 years with a Conversion Date of 21 September 2027.
Conversion
On the relevant Conversion Date, all outstanding Notes in a series will be Converted and Stapled
Shares will be issued, subject to a Cash Election.
The number of Stapled Shares to be issued following Conversion of each holding of Notes will be
determined by dividing their Principal Amount (together with any Unpaid Interest (and any interest
thereon)) by the Conversion Price, which is the lesser of:
1. the Conversion Price Cap of:
• for the 2026 Notes: $1.42; and
• for the 2027 Notes: $1.46; and
2. the Market Price (calculated as per the statement below).
The Market Price is determined based on the arithmetic average of the daily volume weighted
average price of Stapled Shares on the NZX Main Board in the 20 Business Days prior to (but not
including) each Conversion Announcement Date, as described in section 6 of this PDS (
Key features
of the Notes
).
The Conversion Announcement Date is 5 Business Days before the relevant Conversion Date.
The Conversion Price Cap may be adjusted in certain circumstances (see section 6 of this PDS (
Key
features of the Notes
)).

10
TERMS OF THE OFFER
3. TERMS OF THE OFFER (CONTINUED)
PRECINCT PROPERTIES NEW ZEALAND, PRODUCT DISCLOSURE STATEMENT
Cash Election
Rather than Converting a series of Notes, Precinct NZ may elect to instead pay a cash amount to
Noteholders at the end of the relevant term. In this case, Noteholders would be paid an amount
equal to the Market Price of all the Stapled Shares that would have otherwise been issued to them
following Conversion of their Notes, so that they receive an equivalent value to those Stapled Shares
(as determined under the terms of the Notes) and will similarly benefit from any appreciation of the
Stapled Shares price above the relevant Conversion Price Cap prior to the Conversion Date.
See section 6 of this PDS (
Key features of the Notes
) for further information.
Precinct NZ may only make a Cash Election for a series of Notes if it meets the Payment Condition in
respect of such cash amount.
Precinct NZ will announce whether it intends to make a Cash Election for a series of Notes via NZX on
or before the Conversion Announcement Date.
Interest Rate
Each series of Notes will pay a fixed rate of interest.
The Interest Rate for each series of Notes will be determined by Precinct NZ in conjunction with the
Arranger following a bookbuild, and announced via NZX on or about the Rate Set Date.
Interest Payment Dates
Interest is scheduled to be paid quarterly in arrear on 21 March, 21 June, 21 September and
21 December each year (or if that day is not a Business Day, the next Business Day) until and
including the relevant Conversion Date, with the first Interest Payment Date being 21 December
2023.
Interest payments may be suspended in certain circumstances as described below.
Interest payments and
entitlement
Regular payments of interest on Interest Payment Dates will be of equal quarterly amounts. Any
other payment of interest on the Notes (including Unpaid Interest discussed below), will be
calculated based on the number of days in the relevant period and a 365-day year.
Scheduled interest payments made on each Interest Payment Date will be paid to the person
registered as the Noteholder as at the record date immediately preceding the relevant Interest
Payment Date.
The record date for interest payments is 5pm on the date that is 10 days before the relevant Interest
Payment Date. If the record date falls on a day which is not a Business Day, the record date will be
the immediately preceding Business Day.
Interest suspension
Payments of interest on the Notes will be suspended if Precinct NZ does not meet the Payment
Condition.
Unpaid Interest will accumulate and interest will accrue on it at the relevant Interest Rate
(compounding on each Interest Payment Date) until paid. No dividend or other return will be made
to Shareholders while any interest on the Notes is suspended.
Unpaid Interest is required to be paid no later than 5 Business Days after Precinct NZ meets the
Payment Condition. Any Unpaid Interest (including any interest thereon) will be added to the
Principal Amount on Conversion.
See section 6 of this PDS (
Key features of the Notes
).

11
TERMS OF THE OFFER
Ranking
On a liquidation of Precinct NZ, each Note (before any Conversion) will be a subordinated
obligation of Precinct NZ, ranking:
• behind all claims on Precinct NZ (including bank borrowing, USPP Notes, Secured Bonds, trade
creditors and other unsubordinated debt), except as described below;
• equally with other Notes, and any other subordinated securities that, by their terms, rank equally
with the Notes; and
• ahead of Shareholders and holders of other subordinated securities that, by their terms, rank after
the Notes.
Stapled Shares issued following Conversion will rank equally with all other Stapled Shares on issue
and behind all other claims on Precinct NZ.
Further important information on the ranking of the Notes on the liquidation of the Precinct NZ can
be found in section 6 of this PDS (
Key features of the Notes
). In particular, Precinct Investments'
obligations under each Subordinated Guarantee will be subordinated to its unsubordinated
obligations (including as guarantor of Precinct NZ’s bank borrowing, USPP Notes and Secured Bonds,
and to trade creditors).
Subordinated Guarantee
The Notes have the benefit of a Subordinated Guarantee from Precinct Investments. More
information on each Subordinated Guarantee can be found in section 6 of this PDS (
Key features of
the Notes
).
Early Conversion
Neither you nor any other person has a right to redeem or Convert the Notes of either series prior to
the relevant Conversion Date, except for Conversion:
• after an Event of Default;
• at the Noteholders’ option after a Compulsory Acquisition Event; or
• at Precinct NZ’s option after a Tax Event,
as described in section 6 of this PDS (
Key features of the Notes
).
Events of Default
If an Event of Default occurs and is continuing in relation to a series of Notes, the Supervisor may in its
discretion, and must upon being directed to do so by an Extraordinary Resolution of Noteholders,
declare the Notes of that series to be immediately Convertible.
The Events of Default are set out in clause 10 of the Supplemental Trust Deed for each series of Notes
(copies of which are contained on the Disclose Register for each series of Notes) and are
summarised in section 6 of this PDS (
Key features of the Notes
).
Offer Opening Date
4 September 2023.
Shareholder Priority Offer Closing
Date
5pm (New Zealand time) on 7 September 2023.
Offer Closing Date
12pm (New Zealand time) on 8 September 2023.
Scaling
Precinct NZ may scale applications at its discretion, and may scale preferentially to existing
Shareholders.
Refunds
If Precinct NZ does not accept your application (whether because of late receipt or otherwise) or
accepts it in part, all or the relevant balance of your application money received will be repaid to
you as soon as practicable and, in any event, no later than 5 Business Days after the Issue Date.
No interest will be paid on refunds.
Minimum application amounts
For the Shareholder Priority Offer, $1,000.
For the General Offer, $5,000.
Who may apply
The Shareholder Priority Offer is open to all Eligible Shareholders.
Outside of the Shareholder Priority Offer, all of the Notes (including any oversubscriptions) have been
reserved for clients of the Joint Lead Managers, Primary Market Participants and other approved
financial intermediaries and institutional investors invited to participate in the Bookbuild conducted
by the Joint Lead Managers.

12
TERMS OF THE OFFER
3. TERMS OF THE OFFER (CONTINUED)
PRECINCT PROPERTIES NEW ZEALAND, PRODUCT DISCLOSURE STATEMENT
How to apply
Application instructions are set out in section 14 of this PDS (
How to apply
).
Precinct NZ reserves the right to refuse all or any part of any application for Notes under the Offer
without giving a reason.
No underwriting
The Offer is not underwritten.
Brokerage
You are not required to pay brokerage or any other fees or charges to Precinct NZ or Precinct
Investments to purchase the Notes or for Stapled Shares to be issued following Conversion of the
Notes. However, you may have to pay brokerage to the firm from whom you receive an allocation
of Notes, for the transfer of Notes or, after Conversion, for the sale of the Stapled Shares.
Quotation
Application has been made to NZX for permission to quote the Notes on the NZX Debt Market and
all the requirements of NZX relating to that quotation that can be complied with on or before the
date of this PDS have been duly complied with. However, the Notes have not yet been approved
for trading and NZX accepts no responsibility for any statement in this PDS. NZX is a licensed market
operator, and the NZX Debt Market is a licensed market, under the FMCA.
The following NZX ticker codes have been reserved for the Notes:
•
2026 Notes: PCTHB
•
2027 Notes: PCTHC
Precinct NZ intends that any Stapled Shares issued on Conversion of Notes will be quoted on the NZX
Main Board.
Further payments, fees or
charges
Taxes may be deducted from interest payments on the Notes. See section 9 of this PDS (
Tax
) for
further details.
The Offer is subject to certain selling restrictions and you will be required to indemnify certain people
if you breach these. More information on this can be found in section 10 of this PDS (
Selling
restrictions
).
You may have to pay brokerage to the firm from whom you receive an allocation of Notes, for the
transfer of Notes or, after Conversion, for the sale of the Stapled Shares, as described above.
Governing law
New Zealand.
Trust Documents
The terms of the Notes and other key terms of the Offer are set out in the Master Trust Deed, as
supplemented by the Supplemental Trust Deed for each series of Notes. Each Supplemental Trust
Deed amends the application of the Master Trust Deed to the relevant series of Notes as
subordinated obligations, including disapplying certain provisions set out in the Master Trust Deed
(such as the loan to value ratio, negative pledge and senior guarantees) and amending or
replacing others (including those relating to ranking, redemption and events of default). The
Subordinated Guarantee for each series of Notes is contained in the Supplemental Trust Deed
relating to those Notes.
You should read these documents. Copies may be obtained from the Disclose Register for each
series of Notes at www.companiesoffice.govt.nz/disclose.
Supervisor
The New Zealand Guardian Trust Company Limited.
Registrar
Computershare Investor Services Limited.

13
THE PRECINCT NZ GROUP AND WHAT IT DOES
4. THE PRECINCT NZ GROUP AND WHAT IT DOES
OVERVIEW
The Precinct NZ Group is part of the Precinct Properties Group, which includes Precinct NZ and Precinct Investments together and any
companies that either of them own.
The Precinct Properties Group is the largest owner, manager and developer of premium inner-city real estate in Auckland and
Wellington. The Precinct Properties Group is predominantly invested in office buildings and also includes investment in Generator,
Commercial Bay retail, third party capital partnerships, and management of a multi-unit residential development business.
Precinct NZ originated as AMP NZ Office Trust, which was floated and listed on NZX under the symbol of APT in December 1997. In
November 2010 it changed its legal structure from a unit trust into a corporate. The company name was changed to AMP NZ Office
Limited (ANO) at the same time. In September 2012 the company's name was changed to Precinct Properties New Zealand Limited,
with the ticker code PCT.
On 1 July 2023, Precinct NZ effected a restructuring to create a stapled group structure. 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 can only be
transferred or dealt with together. Shareholders in the Precinct Properties Group hold an equal number of shares in Precinct NZ and
Precinct Investments and these shares can only be dealt with together. The stapled issuers are described as “Precinct Properties NZ Ltd
& Precinct Properties Investments Ltd (NS)” on NZX systems and the ticker code for the Stapled Shares remains PCT.
Precinct NZ’s investments and income that qualify for the purposes of Portfolio Investment Entity (PIE) status (such as long-term holding
of commercial real estate assets) is mainly undertaken by the Precinct NZ Group, while investments and income that do not qualify for
PIE status (such as management income and operational businesses) is mainly undertaken by Precinct Investments and the companies
it owns.
PRECINCT PROPERTIES GROUP STRUCTURE
FIGURE 1: PRECINCT PROPERTIES GROUP AND MANAGED ENTITIES

14
PURPOSE OF THE OFFER
5. PURPOSE OF THE OFFER
PRECINCT PROPERTIES NEW ZEALAND, PRODUCT DISCLOSURE STATEMENT
The proceeds of the Offer (net of issue costs) are expected to be used to repay existing bank debt and for general corporate
purposes. This will not change, irrespective of the total amount that is raised.
The Offer is not underwritten and is not conditional on raising a minimum amount.

15
KEY FEATURES OF THE NOTES
6. KEY FEATURES OF THE NOTES
A number of key features of the Notes are described in section 3 of this PDS (
Terms of the Offer
). The other key features of the Notes are
described below.
The Trust Documents will not apply to any Stapled Shares issued following Conversion of a Note.
THE SUPERVISOR
The Supervisor is appointed to act as supervisor and trustee for the Noteholders on the terms contained in the Trust Documents.
You can only enforce your rights under the Notes through the Supervisor (although you can enforce your rights under the Notes against
Precinct NZ directly if the Supervisor is obliged to enforce, but has failed to do so).
RANKING
Ranking on liquidation
On a liquidation of Precinct NZ each Note (before any Conversion) will be a subordinated obligation of Precinct NZ, ranking:
• behind all claims on Precinct NZ (including bank borrowing, USPP Notes, Secured Bonds, trade creditors and other unsubordinated
debt), except as described below;
• equally with other Notes, and any other subordinated securities that, by their terms, rank equally with the Notes; and
• ahead of Shareholders and holders of other subordinated securities that, by their terms, rank after the Notes.
Stapled Shares issued following Conversion of Notes will rank equally with all other Stapled Shares on issue and behind all other claims
on Precinct NZ.
The below diagram summarises the ranking of the Notes and the Stapled Shares on a liquidation of Precinct NZ. In the event of a
liquidation of Precinct NZ, the actual priority amounts may differ.
Ranking
Ranking on LiquidationType of Liability/EquityAmount
1
Higher
▲
|
|
|
|
|
|
|
|
▼
Liabilities that rank in
priority to the Notes
These liabilities comprise:
•
Liabilities preferred by law (for example, Inland Revenue and
employee entitlements).
•
Secured liabilities, including Precinct NZ’s bank borrowing,
USPP Notes and Secured Bonds.
•
Unsubordinated liabilities not referred to above (e.g. trade
and general creditors).
$1,459.7 million
Liabilities that rank
equally with the Notes
(including the Notes)
Notes (including the 2026 Notes and 2027 Notes)$200 million
2
Other subordinated liabilities that rank equally with the NotesNIL
Lower
EquityPrecinct NZ shares, reserves and retained earnings.$2,183.1million
1 Amounts shown above are indicative. They are based on the financial position of Precinct Properties Group as at 30 June 2023, adjusted to reflect the changes in the
value of assets and liabilities reasonably expected to result from the issue of the Notes. Amounts are subject to rounding adjustments.
2 For the purposes of these calculations an issue size of $200 million of Notes has been assumed. If the issue size is less than $200 million, less bank debt would be repaid
from the issuance of the Notes. This would mean that the liabilities that rank in priority to the Notes would accordingly be higher than what is shown above.
Further Borrowing
After the issue of the Notes, the Precinct NZ Group may (without the consent of Noteholders) borrow money or otherwise incur liabilities
from time to time that:
• rank equally with the Notes on a liquidation of Precinct NZ. This may include, for example, further subordinated notes issued by
Precinct NZ; or
• rank in priority to the Notes on a liquidation of Precinct NZ. This may include, for example, unsecured and unsubordinated liabilities
of the Precinct NZ Group, bank borrowing, USPP Notes, Secured Bonds and other secured liabilities, and liabilities preferred by law.
Restrictions on Borrowing
The terms of the Notes do not limit the ability of the Precinct NZ Group to borrow further money.
However, certain terms contained in the Precinct NZ Group’s other funding documents do limit its ability to borrow (although you do
not have the benefit of these, and they may be amended or waived by the relevant lenders):
• Precinct NZ’s Bank Facility Agreement and the USPP Notes each contains:

16
KEY FEATURES OF THE NOTES
6. KEY FEATURES OF THE NOTES (CONTINUED)
PRECINCT PROPERTIES NEW ZEALAND, PRODUCT DISCLOSURE STATEMENT
- An “interest coverage” ratio. Under each of these provisions (as relevant), Precinct NZ agrees to ensure that at the end of each
financial year and half year the ratio of EBIT to interest expense of the Precinct Properties Group for the 12 months then ending shall not
be less than 1.75 times.
For this purpose, “EBIT” is net operating profit before income tax and interest expense (including distributions from joint venture entities,
but adjusted to exclude certain gains or losses, including those resulting from unrealised revaluations on investment property, those
derived from asset sales, and equity accounted gains or losses in relation to joint ventures).
- A “gearing” ratio. Under each of these provisions, Precinct NZ agrees to ensure that the ratio of total liabilities to total tangible assets
(in each case with certain adjustments) of the Precinct NZ Group must not be more than 50%.
Interest on the Notes is included as an interest expense for the purpose of the above interest coverage ratios, but the Notes are
excluded from total liabilities in the above gearing ratios.
• In addition, the Bank Facility Agreement, the USPP Notes and the Secured Bonds are all secured via the Security Trust Deed and
each contains a “loan to value” ratio. Under each of these provisions, Precinct NZ agrees to ensure that the ratio of the total
principal amount of all outstanding borrowed money secured by certain mortgages in favour of the security trustee to the total
value of the properties subject to those mortgages is not more than 50%. As unsecured obligations, the Notes do not affect this loan
to value ratio.
GUARANTEES
Precinct NZ as issuer is responsible for repaying, and paying interest on, the Notes. Payments on the Notes are guaranteed by Precinct
Properties Investments Limited under the Subordinated Guarantee contained in the Supplement Trust Deed relating to those Notes.
Precinct Investments is not a member of the Precinct NZ Group but is a member of the Precinct Properties Group and is an associated
person of Precinct NZ.
The Subordinated Guarantee of each series of Notes is not limited or subject to conditions.
The Subordinated Guarantee of each series of Notes does not have the benefit of any security and is subordinated. This means that
Precinct Investments' obligations under each Subordinated Guarantee will be subordinated to its unsubordinated obligations
(including its secured obligations as guarantor of Precinct NZ’s bank borrowing, USPP Notes and Secured Bonds, and to trade
creditors).
CONDITION TO PAYMENTS ON THE NOTES
Payments of interest on the Notes, and Precinct NZ’s ability to make a Cash Election on Conversion, are subject to the Payment
Condition, as described further below.
In respect of any payment, Precinct NZ will meet the Payment Condition if:
• Precinct NZ is not, and would not be immediately after such payment, insolvent; and
• no event of default (howsoever described) is continuing, or will occur as a result of such payment, in respect of any borrowed
money of Precinct NZ.
For this purpose, Precinct NZ is “insolvent” if it does not satisfy the solvency test in section 4 of the Companies Act 1993. This solvency
test requires that:
• Precinct NZ is able to pay its debts as they become due in the normal course of business; and
• the value of Precinct NZ’s assets is greater than the value of its liabilities, including contingent liabilities.
The Payment Condition does not restrict the issue of Stapled Shares following Conversion of the Notes.

17
KEY FEATURES OF THE NOTES
CONVERSION
Conversion and issue of Stapled Shares
On the relevant Conversion Date, subject to a Cash Election, Precinct NZ will Convert the Notes into ordinary shares of Precinct NZ. If
Precinct NZ issues shares on Conversion, Precinct Investments must issue a corresponding number of fully paid ordinary shares for no
consideration. The Precinct NZ and Precinct Investments shares will be stapled under the Stapling Deed, as Stapled Shares.
Stapled Shares issued following Conversion will rank equally with, and be of the same class as, the existing Stapled Shares, which are
quoted on the NZX Main Board (NZX: PCT).
The number of Stapled Shares to be issued following Conversion of each holding of Notes will be determined by the following formula:
Number of Stapled Shares =
Principal Amount of the Notes + Unpaid Interest (and any interest thereon)
Conversion Price
The Conversion Price is the lesser of:
1. the Conversion Price Cap ($1.42 for the 2026 Notes and $1.46 for the 2027 Notes); and
2. the Market Price (referred to as the Market Price approach and calculated as per the statement below).
The Market Price is based on the arithmetic average of the daily volume weighted average price of Stapled Shares traded through the
NZX Main Board on each Business Day during the period of 20 Business Days prior to (but not including) each Conversion
Announcement Date. Further details on the calculation of Market Price on any Business Day are set out in the Trust Documents.
If the total number of Stapled Shares to be issued to you includes a fraction of a Stapled Share, that fraction will be rounded down to
the nearest whole number.
The Conversion Price Cap results in Noteholders benefitting from any increase in the Stapled Share price above the relevant
Conversion Price Cap prior to each Conversion Date (subject to any adjustment of the Conversion Price Cap as described below). If
the Market Price approach is used, Noteholders will receive Stapled Shares with a value (as determined under the terms of the Notes
and subject to rounding) equal to the Principal Amount of the Notes. The Conversion Price is based on the arithmetic average of the
volume weighted average price calculated over a 20 Business Day period so may not be the same as the price of the Stapled Shares
on each Conversion Date.
Precinct NZ will announce the final Conversion Price via NZX on each Conversion Announcement Date.
Precinct NZ and Precinct Investments may issue further Stapled Shares from time to time before each Conversion Date, which may
negatively affect the Stapled Share price. This may reduce the value Noteholders receive on Conversion (but subject to the minimum
provided by the Market Price approach). As described below, the Conversion Price Cap can be adjusted from time to time.
The following table illustrates the number of Stapled Shares to be issued following Conversion and the value provided at a range of
possible Stapled Share prices. The examples are for illustrative purposes only. The figures in the examples are not forward looking
statements and do not indicate, guarantee or forecast future Stapled Shares prices.

18
KEY FEATURES OF THE NOTES
6. KEY FEATURES OF THE NOTES (CONTINUED)
PRECINCT PROPERTIES NEW ZEALAND, PRODUCT DISCLOSURE STATEMENT
2026 NOTES ILLUSTRATION OF THE VALUE OF STAPLED SHARES/CASH RECEIVED
Example Market Price
1
Conversion Price
2
Principal Amount to be
Converted
3
Number of Stapled Shares
received
4
Value of Stapled Shares
received
5
Cash amount to be paid if
Cash Election selected
6
$1.25$1.25$10,0008,000$10,000$10,000
$1.35$1.35$10,0007,407$10,000$10,000
$1.42$1.42$10,0007,042$10,000$10,000
$1.45$1.42$10,0007,042$10,211$10,211
$1.55$1.42$10,0007,042$10,915$10,915
$1.65$1.42$10,0007,042$11,619$11,619
1 The actual Market Price on the Conversion Announcement Date could be above or below the illustrative range provided.
2 The Conversion Price will be the lesser of $1.42 and the Market Price as described above. These examples assume that there has been no adjustment to the Conversion Price Cap.
3 These examples assume that there is no Unpaid Interest.
4 Fractions of Stapled Shares arising on the Conversion of the Notes are disregarded.
5 The value of Stapled Shares received assumes no change between the Market Price used in the calculation of the Conversion Price and the Stapled Share price following Conversion, and ignores transaction costs and any impact on the
Stapled Share price caused by the potential dilution that may occur given the additional Stapled Shares created by Conversion. Amounts are rounded to the nearest cent.
6 The cash amount is calculated by multiplying the Market Price by the Conversion Number.
2027 NOTES ILLUSTRATION OF THE VALUE OF STAPLED SHARES/CASH RECEIVED
Example Market Price
1
Conversion Price
2
Principal Amount to be
Converted
3
Number of Stapled Shares
received
4
Value of Stapled Shares
received
5
Cash amount to be paid if
Cash Election selected
6
$1.25$1.25$10,0008,000$10,000$10,000
$1.35$1.35$10,0007,407$10,000$10,000
$1.45$1.45$10,0006,896$10,000$10,000
$1.46$1.46$10,0006,849$10,000$10,000
$1.55$1.46$10,0006,849$10,616$10,616
$1.65$1.46$10,0006,849$11,301$11,301
1 The actual Market Price on the Conversion Announcement Date could be above or below the illustrative range provided.
2 The Conversion Price will be the lesser of $1.46 and the Market Price as described above. These examples assume that there has been no adjustment to the Conversion Price Cap.
3 These examples assume that there is no Unpaid Interest.
4 Fractions of Stapled Shares arising on the Conversion of the Notes are disregarded.
5 The value of Stapled Shares received assumes no change between the Market Price used in the calculation of the Conversion Price and the Stapled Share price following Conversion, and ignores transaction costs and any impact on the
Stapled Share price caused by the potential dilution that may occur given the additional Stapled Shares created by Conversion. Amounts are rounded to the nearest cent.
6 The cash amount is calculated by multiplying the Market Price by the Conversion Number.

19
KEY FEATURES OF THE NOTES
Adjustments to Conversion Price Cap
The Conversion Price Cap will be adjusted if, prior to the Conversion Date:
•
Bonus issues
: Precinct NZ, and/or Precinct Investments' issues any Stapled Shares or other instruments to its Shareholders as a class by
way of bonus issue capitalisation of profits, reserves or otherwise; or
•
Rights issues
: Precinct NZ, and/or Precinct Investments, issues or grants any rights to subscribe for, purchase or otherwise acquire,
Stapled Shares to its Shareholders as a class offered on a pro rata basis (excluding any Shareholders if they have an address outside
New Zealand); or
•
Placements or Share Purchase Plans
: Precinct NZ, and/or Precinct Investments, issues or grants any rights to subscribe for, purchase
or otherwise acquire Stapled Shares (including under any share purchase plan), other than pursuant to the first two bullet points
above, at less than 98% of the Market Price: or
•
Divisions etc
: there is a division, consolidation or reclassification of Stapled Shares.
Further details of the process for adjustments are set out in the Supplemental Trust Deed for each series of Notes.
However, no adjustments will be made in respect of any actions pursuant to a dividend reinvestment plan, any further issuances of
convertible notes, or any other transactions which may affect the price of the Stapled Shares (including, for example, any return of
capital, buy back or cash dividend paid by Precinct NZ or Precinct Investments).
Cash Election
Rather than Converting the Notes, Precinct NZ may elect to instead pay a cash amount in respect of all (but not some only) of the
relevant series of Notes determined by the following formula for each Noteholder:
Cash amount =
Conversion NumberxMarket Price
where the Conversion Number is the number of Stapled Shares that would be (in the absence of a Cash Election) issued following
Conversion of that Noteholder’s holding of Notes.
In effect, Noteholders would receive an equivalent value to those Stapled Shares (as determined under the terms of the Notes) and as
such will similarly benefit from any appreciation of the Stapled Shares price above the relevant Conversion Price Cap prior to the
relevant Conversion Date.
Precinct NZ is only permitted to make a Cash Election for a series of Notes if it meets the Payment Condition as described above.
Precinct NZ will inform Noteholders whether it intends to make a Cash Election for a series of Notes (subject to meeting the Payment
Condition on the relevant Conversion Date) by announcement to NZX on or before the relevant Conversion Announcement Date.
If Precinct NZ announces an intention to make a Cash Election but does not, on the relevant Conversion Date, meet the Payment
Condition then Precinct NZ will Convert the Notes as set out above.
Conversion Price for early Conversion
If the Notes of either series become Convertible prior to the relevant Conversion Date due to an Event of Default, a Compulsory
Acquisition Event or a Tax Event (as described below), then Conversion will occur in substantially the same manner as described above
in respect of Conversion on the Conversion Date. However, in accordance with the Supplemental Trust Deed for each series of Notes:
• In the case of an Event of Default or Tax Event, the Market Price shall instead be calculated over the period of 20 Business Days
ending (but not including) 5 Business Days prior to the date of such early Conversion.
• In the case of a Compulsory Acquisition Event, the Market Price shall be deemed to be the price offered for each Stapled Share in
the relevant Compulsory Acquisition Event.
The Cash Election does not apply to any Conversion of a series of Notes before the relevant Conversion Date.
Stapled Shares may be issued to a nominee instead of you
If any of your Notes are Converted, the relevant Stapled Shares may be issued to a nominee instead of you if you are not, or Precinct
NZ believes you may not be, a New Zealand resident at the time of Conversion and Precinct NZ determines in its absolute discretion,
that the laws of your country of residence are unduly onerous to permit the issue of Stapled Shares to you on Conversion (or you
otherwise request Precinct NZ to do so, by notice in writing at least 5 Business Days before the date of Conversion, or you do not
provide such information as may be required to issue the Stapled Shares to you). If this occurs, the nominee will sell those Stapled
Shares and pay you the proceeds less the sale charges.

20
KEY FEATURES OF THE NOTES
6. KEY FEATURES OF THE NOTES (CONTINUED)
PRECINCT PROPERTIES NEW ZEALAND, PRODUCT DISCLOSURE STATEMENT
SUSPENSION OF INTEREST PAYMENTS
Payments of interest on the Notes will be suspended if Precinct NZ does not satisfy the Payment Condition on the relevant Interest
Payment Date.
Any such Unpaid Interest will remain outstanding and will accumulate. Interest will accrue on Unpaid Interest at the Interest Rate
(compounding on each Interest Payment Date) until paid.
No dividend or other return will be made to Shareholders while any interest on the Notes is due but unpaid.
Unpaid Interest (and any interest thereon) is required to be paid no later than 5 Business Days after Precinct NZ satisfies the Payment
Condition (which does not need to be an Interest Payment Date). No Event of Default arises if Precinct NZ fails to pay Unpaid Interest
before such date.
If there is any Unpaid Interest at the time of Conversion of a Note, that Unpaid Interest (and any interest thereon) will be taken into
account when determining the number of Stapled Shares to be issued. See further under the heading “Conversion” above.
EVENTS OF DEFAULT
The Events of Default for each series of Notes include:
• a failure by Precinct NZ to pay the cash amount due for the Notes on the relevant Conversion Date if a Cash Election is made;
• a failure by Precinct NZ to make any other payment on the Notes that continues for 10 Business Days after the due date (other than
Unpaid Interest);
• a breach by Precinct NZ of a material undertaking in the Trust Documents that (if capable of remedy) is not remedied within 30
days after Precinct NZ becomes aware of such default and that has or is likely to have (in the reasonable opinion of the Supervisor)
a material adverse effect (as defined in the Trust Documents);
• termination of the Subordinated Guarantee contained in the Supplemental Trust Deed relating to those Notes; or
• Precinct NZ becoming insolvent.
This summary does not cover all Events of Default. For full details of the Events of Default, see clause 10 of the Supplemental Trust Deed
for each series of Notes. The events of default set out in clause 11.1 of the Master Trust Deed do not apply to the Notes as subordinated
obligations.
If an Event of Default occurs in relation to a series of Notes, the Supervisor may in its discretion, and must upon being directed to do so
by an Extraordinary Resolution of Noteholders, declare the Notes of that series to be immediately Convertible.
COMPULSORY ACQUISITION EVENT
Noteholders may choose to Convert their Notes before the relevant Conversion Date if any person (or persons acting jointly or in
concert) become bound, or become entitled and elect, to compulsorily acquire Stapled Shares held by minority Shareholders,
whether following a takeover offer, a scheme of arrangement or otherwise (a Compulsory Acquisition Event).
If a Compulsory Acquisition Event occurs, Precinct NZ will announce this via the NZX (an Early Conversion Notice) and each Noteholder
may elect to Convert all (but not some only) of its Notes by notice to Precinct NZ or the Registrar on its behalf.
In the Early Conversion Notice, Precinct NZ will set:
• the last date on which Noteholders may make an election to Convert their Notes, which must be at least 14 days after the date of
the Early Conversion Notice; and
• the date of Conversion of such Notes, which must be no more than 21 days after the date of the Early Conversion Notice.
A scheme of arrangement interposing a company between Precinct NZ (or both Precinct NZ and Precinct Investments) and its existing
Shareholders (such as a non-operating holding company) will not be a Compulsory Acquisition Event provided that the Notes become
Convertible in that company (or, as applicable, that company and Precinct Investments) and various other requirements are met as
set out in clause 11 of the Supplemental Trust Deed for each series of Notes.

21
KEY FEATURES OF THE NOTES
TAX EVENT
Precinct NZ may choose to Convert all (but not some only) of the Notes in a series before the relevant Conversion Date if a Tax Event
has occurred and is continuing. Broadly, a Tax Event will occur if there has been, or there will be, a change in New Zealand law
applying after the Issue Date, as a result of which:
• any coupon interest payable on the Notes is not, or will not be, allowed as a deduction for the purposes of New Zealand income
tax; or
• Precinct NZ would be, or is likely to be, exposed to any other adverse tax consequence in relation to any Notes, provided such
event is not minor and Precinct NZ did not expect such event on the Issue Date.
If Precinct NZ chooses to Convert the Notes in these circumstances, it will announce this via NZX together with the date set for
Conversion (which must be at least 30 days and not more than 60 days after such announcement). If the Notes Convert prior to the
relevant Conversion Date, interest will be calculated to the date of Conversion based on the number of days since the last Interest
Payment Date and a 365-day year.
OTHER RELEVANT INFORMATION ABOUT THE TRUST DOCUMENTS
The Trust Documents also contain a number of standard terms, including relating to:
• The role of the Supervisor, and the powers and duties of the Supervisor.
• The right of the Supervisor to be indemnified.
• The payment of fees, expenses and other amounts owing to the Supervisor (including that amounts owing to the Supervisor are, on
a default, paid from the proceeds of enforcement before payments to Noteholders).
• Holding meetings of Noteholders.
• The process for amending the Trust Documents, including amendments that may be made without the consent of Noteholders. Any
amendment to the Trust Documents will be binding on all Noteholders. You should read clause 20 of the Master Trust Deed for
further information.
STAPLING AND NON-STANDARD DESIGNATION
On 1 July 2023 the shares of Precinct NZ were stapled together with shares of Precinct Investments in accordance with a Stapling Deed
dated 7 June 2023 between Precinct NZ and Precinct Investments. The stapled shares of Precinct NZ and Precinct Investments have
traded since 3 July 2023 under the ticker code ‘PCT’.
NZX has granted Precinct NZ and Precinct Investments a non-standard designation, due to the complexity of the Stapling
arrangements.
LISTING RULE WAIVERS AND RULINGS RELATING TO STAPLING
On 18 April 2023, NZX Regulation Limited (NZ RegCo) agreed to grant certain waivers and rulings in connection with the Stapling,
subject to certain conditions, as follows:
• 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 NZ, 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 NZ board and Precinct Investments board to be made up of the same people;
- the Precinct NZ board to be deemed to be appointed (or removed) if appointed to (or removed from) Precinct Investments
board; and
- the Precinct NZ board members to retire from the Precinct NZ board by rotation at the same time as they retire from Precinct
Investments 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 waiver from Listing Rule 2.11 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;

22
KEY FEATURES OF THE NOTES
6. KEY FEATURES OF THE NOTES (CONTINUED)
PRECINCT PROPERTIES NEW ZEALAND, PRODUCT DISCLOSURE STATEMENT
• A ruling under Listing Rule 4.6.1 to enable Stapled Shares to be issued to any employee of the Precinct Properties Group;
• 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 NZ or Precinct Investments;
• A ruling that, for the purposes of the Listing Rules in respect of Precinct Properties Group, “Material Information” means information
in respect of Precinct Properties Group;
• A waiver from Listing Rules 3.5, 3.6, 3.7 and 3.8 to permit Precinct Properties Group to provide the information required in annual
reports and annual and half-yearly results announcements on a consolidated basis;
• 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.
A full copy of the NZ RegCo waiver and ruling decision dated 18 April 2023 is available from https://www.nzx.com/companies/PCT/
documents.
For the purpose of this section “Listing Rule waivers and rulings relating to Stapling”, terms used but not otherwise defined in this PDS
shall have the meaning given to those terms in the Listing Rules.

23
THE PRECINCT NZ GROUP'S FINANCIAL INFORMATION
7. THE PRECINCT NZ GROUP'S FINANCIAL INFORMATION
This table provides selected financial information about the Precinct NZ Group. Full financial statements are available on the offer
register at www.companiesoffice.govt.nz/disclose. The Precinct NZ Group’s financial performance and position is critical to Precinct
NZ’s ability to meet its obligations, including those owed to you. If you do not understand this sort of financial information, you can seek
professional advice.
The Notes are issued by Precinct NZ and have the benefit of the Subordinated Guarantee from Precinct Investments.
The Notes are not guaranteed by any member of the Precinct NZ Group. However, Precinct NZ’s financial position and performance is
relevant to the repayment of the Notes because the ability of Precinct NZ, as a non-operating holding company, to repay the Notes is
dependent on the financial performance of the Precinct NZ Group as a whole.
The financial information in this table has been taken from the Precinct NZ Group’s audited annual financial statements.
The financial information set out in the table below shows the financial position of the Precinct NZ Group (as at 30 June).
SELECTED FINANCIAL INFORMATION AND RATIOS
(Amounts in $ millions unless otherwise stated)202120222023
Rental revenue199.8200.3
218.9
Operating profit before interest, tax, depreciation, and amortisation (EBITDA)110.2129.4
146.4
Net profit / (loss) after taxation attributable to equity holders187.7110.0
(153.1)
Net cash flows from operating activities(136.0)87.9
118.1
Cash and cash equivalents8.311.5
16.6
Total assets3,456.43,839.2
3,642.8
Total debt (total interest-bearing liabilities)1,096.11,275.8
1,258.4
Total liabilities1,235.81,403.7
1,459.7
Equity2,220.62,435.5
2,183.1
Debt/EBITDA9.99.9
8.6
Debt/EBITDA is an indicator of the degree to which an entity has borrowed
against earnings. The higher the number, the greater the risk that the entity will
not be able to pay off its debts.
Interest expense27.223.9
30.8
EBITDA/interest expense4.15.4
4.8
EBITDA/interest expense is a measure of the ability of an entity to pay interest on
borrowings. The lower the number, the greater the risk that the entity will not be
able to pay interest
The financial information set out in the table below shows the financial position of Precinct Investments as subordinated guarantor as at
30 June 2023, based on values determined for the purpose of the Stapling. These amounts have not been audited by a qualified
auditor.
PRECINCT INVESTMENTS SELECTED FINANCIAL INFORMATION
The financial information set out in the table below shows the financial position of Precinct Investments as subordinated guarantor.
(Amounts in $ millions unless otherwise stated)
2023
Total assets
83.4
Total tangible assets (being total assets less total intangible assets and goodwill)
81.8
Total liabilities
38.1
Total net tangible assets (being total tangible assets less total liabilities)
43.7
Precinct Investments has been recently incorporated and financial statements have not been prepared. Going forward, under an
exemption that is expected to be granted by the Financial Markets Authority, group financial statements will be prepared and
published in respect of Precinct Properties Group rather than separate group financial statements for each of Precinct NZ and Precinct
Investments.
Each of Precinct NZ and Precinct Investments financial statements will be made available to the public at the times and in the manner
prescribed by the Listing Rules. If the exemption referred to above is granted, Precinct Properties Group financial statements will be
made available rather than separate financial statements for each of Precinct NZ and Precinct Investments.
Precinct NZ and Precinct Investments’ page on the NZX website, which will include any financial statements referred to above, can be
found at www.nzx.com/companies/PCT.

24
RISKS OF INVESTING
8. RISKS OF INVESTING
PRECINCT PROPERTIES NEW ZEALAND, PRODUCT DISCLOSURE STATEMENT
INTRODUCTION
This section 8 describes the following potential key risk factors:
• general risks associated with an investment in the Notes and
the Stapled Shares; and
• specific risks relating to Precinct NZ’s creditworthiness.
Key risks outlined in this section are based on an assessment of
the probability of a risk occurring and its potential impact
(individually or in combination with other key risks) at the date of
this PDS. There is no guarantee or assurance that key risks will not
change, alter in their significance or that other risks will not
emerge.
Investors should carefully consider these risk factors (together
with the other information in this PDS) before deciding to invest in
the Notes.
Before making any investment decision it is important that
investors consider the suitability of an investment in the Notes in
light of their own individual risk profile for investments, investment
objectives and personal circumstances (including financial and
taxation issues). The risks described in this section do not take
account of the personal circumstances, financial position or
investment requirements of any particular person other than
Precinct NZ.
GENERAL RISKS
An investment in the Notes is subject to the following general
risks.
Credit risk of Precinct NZ
The principal risk of Noteholders not being able to recover their
full principal investment is that Precinct NZ encounters severe
financial difficulty or becomes insolvent. In that case Precinct NZ
may be unable to meet its obligations under the Notes or satisfy
the Payment Condition. If Precinct NZ suspends interest
payments in accordance with the terms of the Notes you will not
be able to take any action against Precinct NZ, unless an Event
of Default subsequently occurs. See section 6 of this PDS (
Key
features of the Notes
).
Secondary market risk
Precinct NZ intends to quote the Notes on the NZX Debt Market,
which means Noteholders may be able to sell them on the NZX
Debt Market before the Conversion Date. However there may
be no active trading market and an investment in Notes may not
be very liquid. You may be unable to find a buyer, or the price at
which you are able to sell the Notes may be less than the
amount you paid for them.
The price (if any) at which you may be able to sell Notes may
also be affected by factors related to the creditworthiness of
Precinct NZ, movements in the market price of the Stapled
Shares, and market-related factors such as movements in market
interest rates. For example, if market interest rates go up, the
market value of the Notes would typically be expected to go
down and vice versa.
The subordination of the Notes, Conversion and possibility of
interest payment suspension may also increase the volatility of
the market price of the Notes, and they may be more sensitive
generally to adverse changes in Precinct NZ’s financial
condition, than other debt securities. Unless and until
Noteholders receive Stapled Shares following Conversion of the
Notes, they will have no rights with respect to the Stapled Shares,
including any voting rights or rights to receive any regular
dividends or other distributions with respect to the Stapled
Shares. Following Conversion, Noteholders will be entitled to
exercise the rights of Shareholders only as to actions for which
the applicable record date occurs after the date of Conversion.
Risk relating to Conversion of Notes
The risks in respect of your investment will change significantly on
any Conversion of the Notes. For instance:
• as a Shareholder, you may receive a return only if dividends
are paid on the Stapled Shares, or if the Stapled Shares
increase in value and you are able to sell them at a higher
price than you paid for your Notes. Dividends on Stapled
Shares are payable at the absolute discretion of Precinct NZ
and Precinct Investments and the amount of each dividend is
discretionary. The Precinct Properties Group’s current
dividend policy is available at www.precinct.co.nz/
frequentlyaskedquestions;
• the price of the Stapled Shares may go up or down at any
time, and may be more volatile than the market price of the
Notes or other debt securities. There is no certainty as to the
future value of the Stapled Shares;
• you may lose some or all of your investment in the Stapled
Shares. For example, this could occur if one or more of the
specific risks relating to Precinct NZ’s creditworthiness occur;
and
• in a winding up of Precinct NZ, claims of Shareholders rank
behind claims of holders of all other securities (including any
preference shares) and debts of Precinct NZ. You will only be
paid after all creditors and, if applicable, holders of
preference shares have been paid.

25
RISKS OF INVESTING
SPECIFIC RISKS RELATING TO PRECINCT NZ’S
CREDITWORTHINESS
Precinct NZ considers that the circumstances which could
significantly affect, either individually or in combination, Precinct
NZ’s future financial position and financial performance, and
therefore significantly increase the risk that Precinct NZ may
default on its obligations under the Notes or impact the value of
Stapled Shares issued following Conversion are as follows.
Changes affecting the valuation and income of the Precinct NZ
Group's property portfolio
The Precinct NZ Group’s returns are highly dependent on the
rental income generated from its property investment assets,
which is the Precinct NZ Group’s primary source of income, and
the expenses incurred in the operation, management and
maintenance of those properties.
• Returns may be affected by changes in property market
conditions arising as a result of changes in economic and
credit conditions, changes in business conditions leading to
tenant defaults, obsolescence of existing buildings over time,
and the cyclical nature of property markets generally.
Reductions in the returns from a property resulting from any of
these factors could materially negatively impact the Precinct
NZ Group’s financial performance, and would also be
expected to adversely affect the value of that property, and
therefore the Precinct NZ Group’s net worth. General
changes in market conditions would be expected to impact
the Precinct NZ Group’s wider portfolio rather than being
isolated to a single property, and may have significant
impacts. Most recently, COVID-19 has increased flexible
working and there remain questions around long term
impacts for city centres. These risks are mitigated by the
Precinct NZ Group’s strategy of investing in well-located
premium and A-Grade buildings close to amenity and public
transport links. Demand remains strong for waterfront location
and quality buildings. More generally, high quality clients
recognise the importance of working from office for
collaboration and creativity. The Wellington occupier market
remains strong, with growth in the public sector workforce
and minimum NABERSNZ requirements for crown agencies as
well as seismic awareness and a demand for resilience,
together driving demand for the Precinct NZ Group's premium
buildings.
• Changes in regulation, as well as earthquakes and other
natural disasters in the areas in which the Precinct NZ Group
operates (in central Auckland and central Wellington) may
also decrease demand for properties that Precinct NZ owns
or increase costs to maintain, repair and upgrade them.
Insurance risk
Insurance risk is the risk that Precinct NZ cannot continue to
obtain insurance cover or, that following an insured event, the
cover in place is not sufficient to repay all creditors (including
Noteholders). One off catastrophic events (such as earthquakes
and volcanic eruptions) in Auckland or Wellington could cause
significant damage to Precinct NZ’s property portfolio and could
result in significant business interruption.
Insurance cover is usually put in place for periods of one year
and there is no guarantee that insurance will be renewed upon
expiry or the premium of such cover.
Precinct NZ’s approach to property insurance is to engage
directly with a wide range of local and international insurers
highlighting the quality of Precinct NZ’s portfolio, its risk
management processes and very low historic loss history.
The primary objective of Precinct NZ’s annual insurance
programme is to protect Shareholders from material loss in the
value of assets as a result of events such as fire, natural disaster
or accidental damage. This approach protects creditors and
Noteholders as well.
Generally, buildings are insured at full replacement cost plus an
allowance for demolition costs and inflation. In addition, business
interruption insurance provides loss of rents cover of between 2
and 4 years. Importantly losses suffered by one off catastrophic
events are insured, however Precinct NZ will usually be
responsible for losses from catastrophic events up to a pre-
agreed limit which is informed by natural catastrophe modelling.
Property development risks
The Precinct NZ Group is involved in several large scale, high
profile development projects, including Wynyard Quarter (24.9%
ownership) and the Deloitte Centre in the Auckland CBD and 61
Molesworth Street in the Wellington CBD, as well as ongoing
maintenance and upgrades to several of its existing properties,
and is likely to be involved in further such projects in the future.
As at 30 June 2023, development properties comprise
approximately 15.5% of the Precinct NZ Group's property
portfolio by valuation. Precinct NZ has also provided an update
on the Precinct NZ Group's property development activities as
part of its FY23 annual results. These are available at
www.precinct.co.nz/annual-reporting/2023-annual-results.
Property development faces a number of risks which may be
difficult to effectively manage, including delays due to labour
and supply shortages, construction difficulty and inclement
weather, the existence of liabilities (such as asbestos and other
hazardous materials) and health and safety issues. The nature of
property development means that some cost overruns are a
material possibility, and the large scale of the Precinct NZ
Group's developments (discussed above) increases the risks that
cost overruns could be significant. For example, 61 Molesworth
Street has an expected total project cost as at 30 June 2023 of
approximately $250 million. A relatively small percentage
increase in such expected cost may have a material impact on
the Precinct NZ Group's cash flows and returns. The Precinct NZ
Group also relies on third party contractors to undertake
construction on its behalf, and is reliant on them completing their
contractual obligations. Delays in construction and tenanting, as
well as other related issues, may have financial and reputational
impacts which in turn can adversely affect returns on properties.
The Precinct NZ Group seeks to mitigate such risks where
practical through contractual provisions and by maintaining its
own team of development managers, project managers and
quantity surveyors to monitor key projects and identify and
address any issues arising.

26
RISKS OF INVESTING
8. RISKS OF INVESTING (CONTINUED)
PRECINCT PROPERTIES NEW ZEALAND, PRODUCT DISCLOSURE STATEMENT
Funding covenant compliance risk
As a real estate specialist, the Precinct NZ Group has a high
degree of dependency on external funding sources. Such
funding often requires compliance with financial covenants,
breach of which may have a significant impact on the Precinct
NZ Group’s ability to obtain sufficient funding. If any of the risks
described above occur and are sustained and significant, the
Precinct NZ Group could be put at risk of breaching such
covenants. The Precinct NZ Group may in turn be forced to sell
properties to reduce its debt, and its financial condition may be
significantly negatively affected.
The Precinct NZ Group manages this risk by forecasting covenant
impacts of transactions before approval (with material
transactions considered at Board level), and maintaining a
moderate level of debt with headroom under such covenants in
the ordinary course of business. The key covenants Precinct NZ is
subject to are set out on page 16 of this PDS. As at the date of
this PDS, Precinct NZ’s “loan to value” ratio was 38.0% and its
“interest coverage” ratio was 1.9 times. Precinct NZ’s FY23 annual
results (available at
www.precinct.co.nz/annual-reporting/2023-annual-results)
provide further information about Precinct NZ’s external funding
sources.

27
TAX
9. TAX
Taxes may affect your returns. The information set out below does not constitute taxation advice to any Noteholder, is general in
nature and limited to consideration of New Zealand taxation impacts only.
RESIDENT WITHHOLDING TAX
If you are resident in New Zealand for tax purposes or you otherwise receive payments of interest on the Notes that are subject to the
resident withholding tax (RWT) rules, RWT will be deducted from interest paid or credited to you, unless you notify the Registrar that you
have RWT-exempt status (as that term is defined in the Income Tax Act 2007) and the status remains valid on the record date for the
relevant payment date.
APPROVED ISSUER LEVY
If you are not a resident of New Zealand for tax purposes and the interest you receive is subject to the non-resident withholding tax
(NRWT) rules, approved issuer levy (AIL) will be deducted from the interest paid or credited to you in lieu of deducting NRWT, unless you
elect for NRWT to be deducted or AIL is not applicable under the law.
If the AIL regime applies, Precinct NZ will apply a zero rate of AIL, if possible, and otherwise pay AIL at the applicable rate. If the AIL
regime or rate changes in the future, Precinct NZ reserves the right not to deduct AIL. See the Trust Documents for further details.
INDEMNITY
If, in respect of any of your Notes, Precinct NZ becomes liable to make any payment of, or on account of, tax payable by you, then
you will be required to indemnify Precinct NZ in respect of such liability. Any amounts paid by Precinct NZ in relation to any such liability
may be recovered from you by withholding the amount from further payments to you in respect of Notes. See the Trust Documents for
further details.
GENERAL
The tax treatment applying to Notes is dependent on the particular term of the Notes. Typically, Noteholders will be taxed on the
interest received on the Notes and any “gain” arising on conversion in relation to increase in the value of shares will be treated as
equity. For most Noteholders this will be a capital gain. Due to the particular terms of the Notes, there is a technical risk that any gain
that might arise on Conversion (or Cash Election) relates to the debt component of the Notes, meaning it is required to be included as
taxable income in the base price adjustment under New Zealand's "financial arrangements" rules.
Precinct NZ intends to work with Inland Revenue officials to change the legislation to achieve a tax outcome for Noteholders, whereby
Noteholders are only taxed on the coupon interest received. Precinct NZ does not expect Inland Revenue to have policy concerns
with the proposed legislative change as it reflects the outcomes in financial arrangement determinations that have been issued for
similar types of convertible note offerings.
In the absence of a change in legislation, Precinct NZ does not intend on taking a deduction for any loss and therefore expects that
any gain to Noteholders may not need to be recognised as taxable income. Taxation advice should be sought by Noteholders as to
the appropriate treatment.
There may be other tax consequences from acquiring or disposing of the Notes (or any Stapled Shares issued following Conversion),
and otherwise from the maturity, Conversion or cash settlement of the Notes, including under New Zealand’s “financial arrangements”
rules.
If you have any queries relating to the tax consequences of the investment, you should obtain professional taxation advice on those
consequences.

28
SELLING RESTRICTIONS
10. SELLING RESTRICTIONS
PRECINCT PROPERTIES NEW ZEALAND, PRODUCT DISCLOSURE STATEMENT
General
You may only offer for sale or sell any Note in conformity with all
applicable laws and regulations in any jurisdiction in which it is
offered, sold or delivered.
Precinct NZ has not taken and will not take any action which
would permit a public offering of Notes, or possession or
distribution of any offering material in respect of the Notes, in any
country or jurisdiction where action for that purpose is required
(other than New Zealand).
Any information memorandum, disclosure statement, circular,
advertisement or other offering material in respect of the Notes
may only be published, delivered or distributed in compliance
with all applicable laws and regulations (including those of the
country or jurisdiction in which the material is published,
delivered or distributed).
Set out below are specific selling restrictions that apply to an
offer of the Notes in the United States, Australia, Hong Kong and
Singapore. These selling restrictions do not apply to an offer of
the Notes in New Zealand.
By subscribing for or otherwise acquiring any Notes, you agree to
indemnify, among others, Precinct NZ and the Supervisor for any
loss suffered as a result of any breach by you of the selling
restrictions referred to in this section.
Australia
This PDS and the offer of Notes are only made available in
Australia to persons to whom an offer of securities can be made
without disclosure in accordance with applicable exemptions in
sections 708(8) (sophisticated investors) or 708(11) (professional
investors) of the Australian Corporations Act 2001 (the
Corporations Act). This PDS is not a prospectus, product
disclosure statement or any other formal “disclosure document”
for the purposes of Australian law and is not required to, and
does not, contain all the information which would be required in
a “disclosure document” under Australian law. This PDS has not
been and will not be lodged or registered with the Australian
Securities & Investments Commission or the Australian Securities
Exchange and Precinct NZ is not subject to the continuous
disclosure requirements that apply in Australia.
Prospective investors should not construe anything in this PDS as
legal, business or tax advice nor as financial product advice for
the purposes of Chapter 7 of the Corporations Act. Investors in
Australia should be aware that the offer of Notes and underlying
shares for resale in Australia within 12 months of their issue may,
under section 707(3) of the Corporations Act, require disclosure
to investors under Part 6D.2 if none of the exemptions in section
708 of the Corporations Act apply to the re-sale.
Hong Kong
WARNING: This document has not been, and will not be,
registered as a prospectus under the Companies (Winding Up
and Miscellaneous Provisions) Ordinance (Cap. 32) of Hong
Kong, nor has it been authorised by the Securities and Futures
Commission in Hong Kong pursuant to the Securities and Futures
Ordinance (Cap. 571) of the Laws of Hong Kong (the SFO). No
action has been taken in Hong Kong to authorise or register this
PDS or to permit the distribution of this PDS or any documents
issued in connection with it. Accordingly, the Notes have not
been and will not be offered or sold in Hong Kong other than to
“professional investors” (as defined in the SFO and any rules
made under that ordinance).
No advertisement, invitation or document relating to the Notes
has been or will be issued, or has been or will be in the possession
of any person for the purpose of issue, in Hong Kong or
elsewhere that is directed at, or the contents of which are likely
to be accessed or read by, the public of Hong Kong (except if
permitted to do so under the securities laws of Hong Kong) other
than with respect to Notes that are or are intended to be
disposed of only to persons outside Hong Kong or only to
professional investors. No person allotted Notes may sell, or offer
to sell, such securities in circumstances that amount to an offer to
the public in Hong Kong within six months following the date of
issue of such securities.
The contents of this PDS have not been reviewed by any Hong
Kong regulatory authority. You are advised to exercise caution in
relation to the Offer. If you are in doubt about any contents of
this PDS, you should obtain independent professional advice.
Singapore
Securities and Futures Act Product Classification
: Solely for the
purposes of sections 309B(1)(a) and 309B(1)(c) of the Securities
and Futures Act 2001 of Singapore (the SFA), Precinct NZ has
determined, and hereby notifies all relevant persons (as defined
in Section 309A of the SFA) that the Notes are “prescribed
capital markets products” (as defined in the Securities and
Futures (Capital Markets Products) Regulations 2018).
This PDS and any other materials relating to the Notes have not
been, and will not be, lodged or registered as a prospectus in
Singapore with the Monetary Authority of Singapore.
Accordingly, this PDS and any other document or materials in
connection with the offer or sale, or invitation for subscription or
purchase, of Notes, may not be issued, circulated or distributed,
nor may the Notes be offered or sold, or be made the subject of
an invitation for subscription or purchase, whether directly or
indirectly, to persons in Singapore except pursuant to and in
accordance with exemptions in Subdivision (4) Division 1, Part 13
of the SFA, or as otherwise pursuant to, and in accordance with
the conditions of any other applicable provisions of the SFA.
This PDS has been given to you on the basis that you are (i) an
“institutional investor” (as defined in the SFA) or (ii) an
“accredited investor” (as defined in the SFA). In the event that
you are not an investor falling within any of the categories set
out above, please return this PDS immediately. You may not
forward or circulate this PDS to any other person in Singapore.
Any offer is not made to you with a view to the Notes or the
underlying shares being subsequently offered for sale to any
other party. There are on-sale restrictions in Singapore that may
be applicable to investors who acquire Notes or the underlying
shares. As such, investors are advised to acquaint themselves
with the SFA provisions relating to resale restrictions in Singapore
and comply accordingly.

29
SELLING RESTRICTIONS
United States
The Notes and the underlying shares have not been, and will not
be, registered under the Securities Act of 1933 and may not be
offered or sold in the United States or to, or for the account or
benefit of, US persons (as defined in Regulation S under the US
Securities Act) except in transactions exempt from, or not subject
to, the registration requirements of the US Securities Act.
The Notes will not be offered or sold in the United States or to, or
for the account or benefit of, US persons (i) as part of their
distribution at any time or (ii) otherwise until 40 days after the
completion of the distribution of all Notes, as determined by the
Joint Lead Managers except in accordance with Rule 903 of
Regulation S. Any Notes sold to any distributor, dealer or person
receiving a selling concession, fee or other remuneration during
the distribution compliance period require a confirmation or
notice to the purchaser at or prior to the confirmation of the sale
to substantially the following effect:
“The Notes or the underlying shares have not been registered
under the US Securities Act of 1933 or with any securities
regulatory authority of any state or other jurisdiction of the United
States and may not be offered or sold in the United States, or to
or for the account or benefit of, US persons (i) as part of their
distribution at any time or (ii) otherwise until 40 days after the
later of the commencement of the offering of the Notes and the
closing date except in either case pursuant to a valid exemption
from registration in accordance with Regulation S under the US
Securities Act. Terms used above have the meaning given to
them by Regulation S.”
Until 40 days after the completion of the distribution of all Notes,
an offer or sale of the Notes in the United States by any Joint
Lead Manager or any dealer or other distributor (whether or not
participating in the offering) may violate the registration
requirements of the US Securities Act if such offer or sale is made
otherwise than in accordance with Regulation S.

30
WHO IS INVOLVED?
11. WHO IS INVOLVED?
PRECINCT PROPERTIES NEW ZEALAND, PRODUCT DISCLOSURE STATEMENT
NameRole
IssuerPrecinct Properties New Zealand LimitedIssuer of the Notes.
SupervisorThe New Zealand Guardian Trust Company LimitedHolds certain covenants on trust for the benefit of the
Noteholders, including the right to enforce Precinct
NZ's obligations under the Notes and to enforce
Precinct Investments' obligations under the
Subordinated Guarantee.
Arranger
Jarden Securities LimitedProvide assistance to Precinct NZ in arranging the
Offer and assist with the marketing and distribution
of the Offer.
Joint Lead ManagersJarden Securities Limited
Craigs Investment Partners Limited
Forsyth Barr Limited
Assist with the marketing and distribution of the Offer.
RegistrarComputershare Investor Services LimitedMaintains the register of Noteholders.
Solicitors to IssuerChapman TrippProvides legal advice to Precinct NZ in respect of the
Offer.
Solicitors to SupervisorBuddle FindlayProvides legal advice to the Supervisor in respect of
the Offer.
ROLE OF THE ARRANGER AND JOINT LEAD MANAGERS
This PDS does not constitute a recommendation by the Arranger, any Joint Lead Manager, or any of their respective directors, officers,
employees, agents or advisors to purchase any Notes.
The role of the Arranger in relation to the Offer is solely to provide professional assistance to Precinct NZ with arranging the Offer and
assisting with quotation of the Notes. The Joint Lead Managers will assist with the marketing and distribution of the Notes. The Arranger
and Joint Lead Managers are otherwise not involved in the Offer.
The Arranger has participated in the due diligence process for the Offer undertaken by Precinct NZ, but neither it, nor the other Joint
Lead Managers, nor their respective directors, employees, agents and advisors have independently verified the content of the PDS.
You must make your own independent investigation and assessment of the financial condition and affairs of Precinct NZ before
deciding whether or not to invest in the Notes.

31
HOW TO COMPLAIN
12. HOW TO COMPLAIN
Complaints about the Notes can be directed to:
Precinct NZ, in the first instance, at
Investor Relations Advisor
Precinct Properties New Zealand Limited
Level 12
188 Quay Street
Auckland 1010
New Zealand
Telephone: +64 9 222 0070
Email: companysecretary@precinct.co.nz
The Supervisor at
Manager, Corporate Trusts
The New Zealand Guardian Trust Company Limited
Level 6
191 Queen Street
Auckland
PO Box 274, Auckland 1140
Telephone: 0800 300 299
Facsimile: +64 9 969 3732
Email: ct-auckland@nzgt.co.nz
The Supervisor is a member of an external, independent dispute
resolution scheme operated by Financial Services Complaints
Limited (FSCL) and approved by the Minister of Consumer Affairs.
If the Supervisor has not been able to resolve your issue, you can
refer the matter to FSCL by emailing info@fscl.org.nz, or calling
FSCL on 0800 347 257, or by contacting the Complaint
Investigation Officer, Financial Services Complaints Limited, Level
4, 101 Lambton Quay, Wellington 6011.
The scheme will not charge a fee to any complainant to
investigate or resolve a complaint.
Complaints may also be made to the Financial Markets Authority
through their website www.fma.govt.nz.

32
WHERE YOU CAN FIND MORE INFORMATION
13. WHERE YOU CAN FIND MORE INFORMATION
PRECINCT PROPERTIES NEW ZEALAND, PRODUCT DISCLOSURE STATEMENT
Further information relating to Precinct NZ and the Notes is available free of charge on the online offer register maintained by the
Companies Office known as ‘Disclose’. The Disclose Register can be accessed at www.companiesoffice.govt.nz/disclose.
A copy of the information on the Disclose Register is also available on request to the Registrar of Financial Service Providers at www.fsp-
register.companiesoffice.govt.nz. The information contained on the Disclose Register includes copies of the Trust Documents.
Precinct NZ and Precinct Investments are subject to a disclosure obligation in relation to the Stapled Shares that requires them to notify
certain material information to the NZX for the purpose of that information being made available to participants in the market. Precinct
NZ’s and Precinct Investments' page on the NZX website, which includes information made available under the disclosure obligations
referred to above, can be found at www.nzx.com/companies/PCT.

33
HOW TO APPLY
14. HOW TO APPLY
SHAREHOLDER PRIORITY OFFER
If you are an Eligible Shareholder you may apply for Notes of each series in the Shareholder Priority Offer. Precinct NZ may, in its
absolute discretion, determine whether any application is eligible under the Shareholder Priority Offer.
If you are an Eligible Shareholder and wish to apply for Notes in the Shareholder Priority Offer, you must apply online at
www.precinctnotesoffer.co.nz before 5pm (New Zealand time) on the Shareholder Priority Offer Closing Date.
You will be required to download a copy of this PDS as part of that online process. To complete your application in the Shareholder
Priority Offer you will need your common shareholder number (CSN). You must also remain a shareholder in Precinct NZ at the time of
the Shareholder Priority Offer Closing Date and this will be verified by the Registrar.
There is no guarantee that an Eligible Shareholder will receive all of the Notes for which it has applied. Precinct NZ may, in its absolute
discretion, determine whether to accept or scale any application without giving any reason.
OTHER APPLICATIONS
Outside of the Shareholder Priority Offer, all of the Notes offered under the Offer (including any oversubscriptions) have been reserved
for clients of the Joint Lead Managers, Primary Market Participants and other approved financial intermediaries and institutional
investors invited to participate in a bookbuild conducted by the Joint Lead Managers and will be allocated to those persons by
Precinct NZ in conjunction with the Joint Lead Managers.
There is no public pool for the Notes. This means you can only apply for Notes under the General Offer through a Joint Lead Manager,
Primary Market Participant or approved financial intermediary. You can find a Primary Market Participant by visiting www.nzx.com/
services/ market-participants/find-a-participant.
The Primary Market Participant or approved financial intermediary will:
(a) provide you with a copy of this PDS (if you have not already received a copy);
(b) explain what you need to do to apply for the Notes; and
(c) explain what payments need to be made by you (and by when).
Your financial adviser will be able to advise you as to what arrangements will need to be put in place for you to trade the Notes
(including obtaining a CSN), an authorisation code (FIN) and opening an account with a Primary Market Participant) as well as the
costs and timeframes for putting such arrangements in place.

34
CONTACT INFORMATION
15. CONTACT INFORMATION
PRECINCT PROPERTIES NEW ZEALAND, PRODUCT DISCLOSURE STATEMENT
NameContact details
IssuerPrecinct Properties New Zealand LimitedLevel 12
188 Quay Street
Auckland 1010
Telephone: +64 9 222 0070
Email: hello@precinct.co.nz
RegistrarComputershare Investor Services LimitedLevel 2, 159 Hurstmere Road
Takapuna
Auckland 0622
Private Bag 92119
Auckland 1142
Email: precinctnotes@computershare.co.nz
Telephone: 0800 650 034
Arranger and Joint Lead ManagerJarden Securities LimitedLevel 32, PwC Tower
15 Customs Street West Commercial Bay
Auckland 1010
Telephone: 0800 805 584
Joint Lead ManagersCraigs Investment Partners LimitedLevel 32, Vero Centre
48 Shortland Street
Auckland 1010
Telephone: 0800 226 263
Forsyth Barr LimitedLevel 23, Shortland & Fort
88 Shortland Street
Auckland 1010
Telephone: 0800 367 227

35
GLOSSARY
GLOSSARY
TermDescription
$
New Zealand dollars.
2026 Notes
The series of Notes with a Conversion Date of 21 September 2026.
2027 Notes
The series of Notes with a Conversion Date of 21 September 2027.
Bank Facility
Agreement
The syndicated facilities agreement dated 10 December 2015 (as amended from time to time) made between
(among others) Precinct NZ (as borrower), the guarantors named therein and ANZ Bank New Zealand Limited as
facility agent.
Bookbuild
The process whereby an issue margin is determined for the Interest Rate of the relevant Notes by reference to
bids from market participants for an allocation of Notes at different margins.
Business Day
A working day (as defined in the Legislation Act 2019), except that in the context of the Listing Rules or the
determination of Market Price it means a day on which the NZX Main Board is open for trading.
Cash Election
An election by Precinct NZ (at its option) to pay a cash amount rather than Converting Notes on a Conversion
Date, where the cash amount is equivalent to the value of the Stapled Shares that would otherwise be issued as
determined under the terms of the Notes. Precinct NZ may only make such an election if the Payment Condition
is satisfied.
CBD
Central business district.
Closing Date
For the Shareholder Priority Offer, 7 September 2023 at 5pm (New Zealand time).
For the General Offer, 8 September 2023 at 12pm (New Zealand time).
Compulsory
Acquisition Event
A Compulsory Acquisition Event will occur if any person (or persons acting jointly or in concert) become bound,
or become entitled and elect, to compulsorily acquire Stapled Shares held by minority Shareholders, whether
following a takeover offer, a scheme of arrangement or otherwise (except as described in section 6 of this PDS
(
Key features of the Notes
)).
Conversion
The conversion of Notes under the Trust Documents by the issue of fully paid ordinary shares of Precinct NZ.
As a consequence of the issue of shares by Precinct NZ, under the Stapling Deed, Precinct Investments must
issue a corresponding number of fully paid ordinary shares for no consideration. Accordingly, following
Conversion, relevant Noteholders will hold Stapled Shares.
Convert, Converted, Converting and Convertible have corresponding meanings.
Conversion
Announcement Date
The date 5 Business Days before the relevant Conversion Date (expected to be, for the 2026 Notes,
14 September 2026 and for the 2027 Notes, 14 September 2027).
Conversion Date
For the 2026 Notes: 21 September 2026
For the 2027 Notes: 21 September 2027
Conversion Number
In relation to a Cash Election, the number of Stapled Shares that would be (in the absence of the Cash Election)
issued on Conversion of a holding of Notes.
Conversion Price
Cap
For the 2026 Notes: $1.42, as adjusted from time to time in accordance with the relevant Supplemental Trust
Deed.
For the 2027 Notes: $1.46, as adjusted from time to time in accordance with the relevant Supplemental Trust
Deed.
Disclose Register
The online offer register maintained by the Companies Office known as ‘Disclose’.
Early Conversion
Notice
A notice provided to Noteholders via NZX in connection with a Compulsory Acquisition Event, notifying them of
their rights to Convert their Notes before the Conversion Date.
Eligible Shareholder
Members of the public resident in New Zealand who are Shareholders (at the time of applying for Notes and on
the Shareholder Priority Offer Closing Date), excluding institutional Shareholders as determined by Precinct NZ.
Event of Default
Each event set out in clause 10 of the Supplemental Trust Deed for each series of Notes, which are summarised
in section 6 of this PDS (
Key features of the Notes
).
Extraordinary
Resolution
Means, in respect of a series of Notes, a resolution passed with the support of Noteholders of that series holding
not less than 75% of the aggregate Principal Amount of Notes of that series held by those persons voting.
FMCA
Financial Markets Conduct Act 2013.
General Offer
The offer of Notes made by Precinct NZ under this PDS to investors resident in New Zealand and certain overseas
institutional investors.
Inland Revenue
The New Zealand Inland Revenue Department.
Interest Payment
Dates
21 March, 21 June, 21 September and 21 December in each year (or if that day is not a Business Day, the next
Business Day) until and including the Conversion Date, with the first Interest Payment Date being 21 December
2023.
Interest Rate
The rate of interest per annum payable on the Principal Amount of the Notes as announced by Precinct NZ via
NZX on or about the Rate Set Date.
Issue Date
21 September 2023.
Arranger
Jarden Securities Limited.
Joint Lead Managers
Jarden Securities Limited, Craigs Investment Partners Limited and Forsyth Barr Limited.
Listing Rules
The listing rules applying to the NZX Main Board and NZX Debt Market, as amended from time to time.

36
GLOSSARY
GLOSSARY (CONTINUED)
PRECINCT PROPERTIES NEW ZEALAND, PRODUCT DISCLOSURE STATEMENT
TermDescription
Market Price
The arithmetic average of the daily volume weighted average price of Stapled Shares traded through the NZX
Main Board on each Business Day during the period of 20 Business Days prior to (but not including) the
Conversion Announcement Date (or, in the case of Conversion before the Conversion Date, the date falling 5
Business Days before the date of such early Conversion) and as otherwise defined in the Supplemental Trust
Deed.
Master Trust Deed
The Master Trust Deed dated 27 November 2014 (as amended from time to time) between Precinct NZ and the
Supervisor pursuant to which certain debt securities may be issued (as amended or supplemented from time to
time).
Noteholder
A person whose name is entered as a holder of a Note in the register in respect of the Notes maintained by the
Registrar.
Notes
The notes constituted and issued pursuant to the relevant Trust Documents and offered pursuant to this PDS.
NZX
NZX Limited.
NZX Debt Market
The debt security market operated by NZX.
NZX Main Board
The main registered market for trading equity securities operated by NZX.
Offer
The offer of the Notes in each series (being the 2026 Notes and the 2027 Notes) made by Precinct NZ under this
PDS, consisting of the Shareholder Priority Offer for each series of Notes and the General Offer for each series of
Notes.
Opening Date
4 September 2023.
Payment Condition
In respect of any payment, Precinct NZ will meet the Payment Condition if:
•
Precinct NZ is not, and would not be immediately after such payment, insolvent (where Precinct NZ shall be
“insolvent” if it does not satisfy the solvency test in section 4 of the Companies Act 1993); and
•
no event of default (howsoever described) is continuing, or will occur as a result of such payment, in respect
of any borrowed money of Precinct NZ.
PDS
This product disclosure statement for the Offer dated 25 August 2023.
Precinct NZ
Precinct Properties New Zealand Limited.
Precinct Investments
Precinct Properties Investments Limited.
Precinct NZ Group
Precinct NZ and the companies it owns.
Precinct Properties
Group
Precinct NZ and Precinct Investments together, and companies owned by either of them.
Primary Market
Participant
Has the meaning given to that term in the NZX Participant Rules as amended from time to time.
Principal Amount
$1.00 per Note.
Rate Set Date
8 September 2023.
Registrar
Computershare Investor Services Limited.
Secured Bonds
Each of (i) the $100 million in principal amount of senior secured fixed rate bonds issued by Precinct NZ on
17 November 2017, (ii) the $150 million in principal amount of senior secured fixed rate bonds issued by Precinct
NZ on 28 May 2021 and (iii) the $175 million in principal amount of senior secured fixed rate bonds issued by
Precinct NZ on 29 April 2022.
Security Trust Deed
The security trust deed dated 20 June 2013 (as amended from time to time) made between (among others)
Precinct NZ (as borrower), Precinct Properties Holdings Limited (as a Guarantor), and the initial security trustee.
The Security Trust Deed does not apply to the Notes.
Shareholder
A holder of a Stapled Share.
Shareholder Priority
Offer
The offer of Notes made by Precinct NZ under this PDS which is open only to New Zealand retail Shareholders.
Stapled Share
One ordinary share in Precinct NZ and one ordinary share in Precinct Investments.
Stapling Deed
The stapling deed dated 7 June 2023 between Precinct NZ and Precinct Investments. Under the Stapling Deed:
•
The shares in Precinct NZ and Precinct Investments are "stapled" together, meaning they can only be
transferred or dealt with together.
•
If Precinct NZ issues ordinary shares on Conversion, Precinct Investments must issue a corresponding number
of fully paid ordinary shares for no consideration.
Stapling
The process that resulted in Precinct NZ shares and Precinct Investments shares being and remaining Stapled
Shares.
Subordinated
Guarantee
In respect of the 2026 Notes, means the subordinated guarantee of payments on the 2026 Notes provided by
Precinct Investments and in respect of the 2027 Notes, means the subordinated guarantee of payments on the
2026 Notes provided by Precinct Investments, as contained, in each case, in the Supplemental Trust Deed
relating to those Notes. Precinct Investments' obligations under each Subordinated Guarantee will be
subordinated to its unsubordinated obligations (including as guarantor of Precinct NZ’s bank borrowing, USPP
Notes and Secured Bonds, and to trade creditors).
Supervisor
The New Zealand Guardian Trust Company Limited or such other person as may hold office as trustee and
supervisor under the Trust Documents from time to time.

37
GLOSSARY
TermDescription
Supplemental Trust
Deed
In respect of the 2026 Notes, means the Supplemental Trust Deed dated 25 August 2023 between Precinct NZ,
Precinct Investments and the Supervisor setting the terms and conditions of the 2026 Notes (as amended or
supplemented from time to time) and in respect of the 2027 Notes, means the Supplemental Trust Deed dated
25 August 2023 between Precinct NZ, Precinct Investments and the Supervisor setting the terms and conditions
of the 2026 Notes (as amended or supplemented from time to time).
Tax Event
Broadly, a Tax Event will occur if there has been, or there will be, a change in New Zealand law applying
after the Issue Date, as a result of which:
•
any interest payable on the Notes is not, or will not be, allowed as a deduction for the purposes of New
Zealand income tax; or
•
Precinct NZ would be, or is likely to be, exposed to any other adverse tax consequence in relation to any
Notes, provided such event is not minor and Precinct NZ did not expect such event on the Issue Date.
Trust Documents
The Master Trust Deed as supplemented by the relevant Supplemental Trust Deed for each series of the Notes.
Unpaid Interest
Interest that has accrued on a series of Notes but payment of which has been suspended in accordance with
clause 7.3 of the Supplemental Trust Deed for that series of Notes.
USPP Notes
The US$75 million in principal amount of senior secured notes issued (in two series) by Precinct NZ to investors in
the United States on 27 January 2015 and the US$110 million in principal amount of senior secured notes issued
(in two series) by Precinct NZ to investors in the United States on 11 April 2019.

38
GLOSSARY
GLOSSARY (CONTINUED)
PRECINCT PROPERTIES NEW ZEALAND, PRODUCT DISCLOSURE STATEMENT
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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
I N D I C A T I V E T E R M S S H E E T
25 AUGUST 2023
OFFER OF TWO SERIES OF SUBORDINATED CONVERTIBLE NOTES
www.precinctnotesoffer.co.nz
Arranger and Joint Lead ManagerJoint Lead Managers

02
INDICATIVE TERMS SHEET
INDICATIVE TERMS SHEET
PRECINCT PROPERTIES NEW ZEALAND, PRODUCT DISCLOSURE STATEMENT
FOR AN OFFER OF TWO SERIES OF SUBORDINATED CONVERTIBLE NOTES
This terms sheet should be read together with the Product Disclosure Statement dated 25 August 2023 (PDS) for the offer of two series of
subordinated convertible notes by Precinct Properties New Zealand Limited (Offer). The PDS is available at
www.precinctnotesoffer.co.nz or can be obtained from the Joint Lead Managers or your usual financial advisor. Investors must obtain
a copy of the PDS before they apply for Notes.
Capitalised terms used but not defined in this terms sheet have the meanings given to them in the PDS.
IssuerPrecinct Properties New Zealand Limited (Precinct NZ).
DescriptionSubordinated convertible notes in two series (the 2026 Notes and the 2027 Notes, and together the
Notes).
Subject to a Cash Election by Precinct NZ as described below, the Notes will Convert into ordinary
shares in Precinct NZ.
If Precinct NZ issues shares on Conversion, Precinct Properties Investments Limited (Precinct
Investments), must issue a corresponding number of fully paid ordinary shares for no consideration.
The Precinct NZ and Precinct Investments shares will be stapled under the Stapling Deed described
below (Stapled Shares).
About the Precinct NZ Group
and the Stapled Structure
The Precinct NZ Group includes Precinct NZ and the companies that it owns.
The Precinct NZ Group is part of the Precinct Properties Group, which includes Precinct NZ and
Precinct Investments together and any companies that either of them own. The Precinct Properties
Group is a stapled structure pursuant to a stapling deed dated 7 June 2023 (Stapling Deed). A stapled
structure 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. Each Stapled Share comprises one ordinary share of
Precinct NZ and one ordinary share of Precinct Investments.
The Precinct NZ Group, and the Precinct Properties Group of which it is part, is New Zealand’s only
listed city centre real estate specialist, investing predominantly in premium and A-Grade city centre
real estate.
Subordinated Guarantee
The Notes are guaranteed by Precinct Investments under a Subordinated Guarantee. Precinct
Investments is not a member of the Precinct NZ Group but is a member of the Precinct Properties
Group and is an associated person of Precinct NZ.
The Subordinated Guarantee is not limited or subject to conditions.
The Subordinated Guarantee does not have the benefit of any security and is subordinated. This
means that Precinct Investments’ obligations under the Subordinated Guarantee will be subordinated
to its unsubordinated obligations (including its secured obligations as guarantor of Precinct NZ’s bank
borrowing, USPP Notes and Secured Bonds, and to trade creditors).
Purpose
The proceeds of the Offer (net of issue costs) are expected to be used to repay existing bank debt
and for general corporate purposes.
No credit ratings
The Notes will not be rated.
Offer amount
Up to $150,000,000 with the ability to accept oversubscriptions of up to an additional $50,000,000 at
Precinct NZ’s discretion across the two series of Notes.
The offer amounts above are inclusive of the Shareholder Priority Offer described below.
Shareholder Priority Offer
Eligible Shareholders can apply for Notes through the Shareholder Priority Offer.
The amount of Notes of each series allocated in the Shareholder Priority Offer will be determined
during the Bookbuild by Precinct NZ in consultation with the Joint Lead Managers, subject to a
maximum size of $25,000,000 in aggregate across both series of Notes (or such other amount as
Precinct NZ may determine in its discretion).
There is no guarantee that an Eligible Shareholder will receive all of the Notes for which it has applied.
Precinct NZ may, in its absolute discretion, determine whether to accept or scale any application
without giving any reason.

03
INDICATIVE TERMS SHEET
How to apply
Eligible Shareholders may apply for Notes in the Shareholder Priority Offer online at
www.precinctnotesoffer.co.nz before 5pm (New Zealand time) on 7 September 2023 and otherwise
as set out in the PDS.
All Notes (including any oversubscriptions) in the General Offer have been reserved for subscription
by clients of the Joint Lead Managers, Primary Market Participants and other persons invited to
participate in the bookbuild.
Precinct NZ reserves the right to refuse all or any part of any application for Notes under the Offer
without giving a reason.
Issue price
$1.00 per Note, being the Principal Amount of each Note.
Term
2026 Notes: 3 years with a Conversion Date of 21 September 2026.
2027 Notes: 4 years with a Conversion Date of 21 September 2027.
Conversion DateFor 2026 Notes: 21 September 2026.
For 2027 Notes: 21 September 2027.
The Notes may Convert before the relevant Conversion Date in some circumstances. See the “Early
Conversion” section below for further information.
Conversion
On the relevant Conversion Date, all outstanding Notes in a series will be Converted and Stapled
Shares will be issued, subject to a Cash Election.
The number of Stapled Shares to be issued following Conversion of each holding of Notes will be
determined by dividing their Principal Amount (together with any Unpaid Interest (and any interest
thereon)) by the Conversion Price, which is the lesser of:
1. the Conversion Price Cap of:
• for the 2026 Notes: $1.42; and
• for the 2027 Notes: $1.46; and
2. the Market Price (calculated as per the statement below).
The Market Price is determined based on the arithmetic average of the daily volume weighted
average price of Stapled Shares on the NZX Main Board in the 20 Business Days prior to (but not
including) each Conversion Announcement Date, as described in section 6 of the PDS (
Key features
of the Notes
).
The Conversion Announcement Date is 5 Business Days before the relevant Conversion Date.
The Conversion Price Cap may be adjusted in certain circumstances as further described in the PDS.
Please refer to the PDS for example scenarios of Conversion at different Market Prices.
Conversion Price Cap
Adjustments
The Conversion Price Cap will be adjusted for bonus issues, rights issues, placements or Share
Purchase Plans and divisions as described further in the PDS.
However, no adjustments will be made in respect of any actions pursuant to a dividend reinvestment
plan, any further issuances of convertible notes, or any other transactions which may affect the price
of the Stapled Shares (including, for example, any return of capital, buy back or cash dividend paid
by Precinct NZ or Precinct Investments).
Cash Election
Rather than Converting a series of Notes, Precinct NZ may elect to instead pay a cash amount to
Noteholders at the end of the term. In this case, Noteholders would be paid an amount equal to the
Market Price (calculated as set out above) of all the Stapled Shares that would have otherwise been
issued to them on Conversion of their Notes, so that they receive an equivalent value to those
Stapled Shares (as determined under the terms of the Notes) and will similarly benefit from any
appreciation of the Stapled Share price above the relevant Conversion Price Cap prior to the
Conversion Date.
Precinct NZ may only elect to pay the cash amount if it is not insolvent and no event of default in
respect of borrowed money is continuing (and Precinct NZ would not become insolvent, and no such
event of default would occur, as a result of making such payment) (the Payment Condition).
Precinct NZ will announce whether it intends to make a Cash Election for a series of Notes via NZX on
or before the Conversion Announcement Date, being the date that is 5 Business Days before the
relevant Conversion Date.

04
INDICATIVE TERMS SHEET
INDICATIVE TERMS SHEET (CONTINUED)
PRECINCT PROPERTIES NEW ZEALAND, PRODUCT DISCLOSURE STATEMENT
Early Conversion
The Notes may be Converted prior to the relevant Conversion Date:
• after an Event of Default;
• at the Noteholders’ option after a Compulsory Acquisition Event; or
• at Precinct NZ’s option after a Tax Event,
as described further in the PDS.
A Compulsory Acquisition Event will occur if any person (or persons acting jointly or in concert)
become bound, or become entitled and elect, to compulsorily acquire Stapled Shares held by
minority Shareholders, whether following a takeover offer, a scheme of arrangement or otherwise
(except for the interposition of a non-operating holding company or similar, as described further in
the PDS).
Broadly, a Tax Event will occur if there has been, or there will be, a change in New Zealand law
applying after the Issue Date, as a result of which:
• any interest payable on the Notes is not, or will not be, allowed as a deduction for the purposes of
New Zealand income tax; or
• Precinct NZ would be, or is likely to be, exposed to any other adverse tax consequence in relation
to any Notes,
provided such event is not minor and Precinct NZ did not expect such event on the Issue Date.
The Cash Election does not apply to any Conversion before the Conversion Date.
Interest Rate
Each series of Notes will pay a fixed rate of interest.
The Interest Rate for each series of Notes will be determined by Precinct NZ in conjunction with the
Arranger following a bookbuild, and announced via NZX on or about the Rate Set Date.
The Interest Rate will be equal to the sum of the Swap Rate and the issue margin.
Indicative Issue Margin
Precinct NZ expects to announce an indicative issue margin range (which may be subject to
change) in respect of each series of Notes via NZX on or about the Opening Date.
The issue margin (which may be above, below or within the indicative issue margin range) for each
series of Notes will be determined by Precinct NZ in consultation with the Joint Lead Managers
through the Bookbuild. The issue margin for each series of Notes will be announced by Precinct NZ via
NZX on or about the Rate Set Date.
The issue margin will not change.
Swap Rate
The mid-market 3-year swap rate (adjusted to a quarterly basis as necessary) in respect of the 2026
Notes and the mid-market 4-year swap rate (adjusted to a quarterly basis as necessary) in respect of
the 2027 Notes, in each case for a term commencing on the Issue Date and determined on the Rate
Set Date by Precinct NZ in conjunction with the Arranger in accordance with market convention, by
reference to Bloomberg page ICNZ4 (or any successor page) (rounded to 2 decimal places if
necessary, with 0.005 rounded up).
Interest Payment Dates
Quarterly in arrear in equal amounts on 21 March, 21 June, 21 September and 21 December each
year (or if that day is not a Business Day, the next Business Day) until and including the relevant
Conversion Date, with the first Interest Payment Date being 21 December 2023.
Interest payments may be suspended in certain circumstances as described below.
Interest suspension
Payments of interest on the Notes will be suspended if Precinct NZ does not meet the Payment
Condition (as described above) in respect of such interest.
Any suspended interest payment (Unpaid Interest) will accumulate and interest will accrue on it at the
Interest Rate (compounding on each Interest Payment Date) until paid. No dividend or other return
will be made to Shareholders while any interest on the Notes is suspended.
Unpaid Interest is required to be paid within 5 Business Days after Precinct NZ meets the Payment
Condition in respect of such interest. Any Unpaid Interest (including any interest thereon) will be
added to the Principal Amount on Conversion.
Record Date
The record date for interest payments is 5pm (New Zealand time) on the date that is 10 days before
the relevant Interest Payment Date or, if that is not a Business Day, the immediately preceding
Business Day.

05
INDICATIVE TERMS SHEET
Retail Brokerage
0.50% retail brokerage plus 0.50% on retail firm allocations paid by Precinct NZ. No firm fees will be
paid on allocations made in the Shareholder Priority Offer but brokerage of 0.50% will be paid.
ISIN
2026 Notes: NZPCTDG002C4
2027 Notes: NZPCTDG003C2
Eligible Shareholder
Members of the public resident in New Zealand who are Shareholders (at the time of applying for
Notes and on the Shareholder Priority Offer Closing Date for the Shareholder Priority Offer), excluding
institutional Shareholders, as determined by Precinct NZ.
Quotation
Application has been made to NZX for permission to quote the Notes on the NZX Debt Market and all
the requirements of NZX relating to that quotation that can be complied with on or before the date
of distribution of this terms sheet have been duly complied with. However, the Notes have not yet
been approved for trading and NZX accepts no responsibility for any statement in this terms sheet.
NZX is a licensed market operator, and the NZX Debt Market is a licensed market, under the Financial
Markets Conduct Act 2013.
The following NZX ticker codes have been reserved for the Notes:
• 2026 Notes: PCTHB
• 2027 Notes: PCTHC
Minimum application amount
Shareholder Priority Offer: $1,000.
General Offer: $5,000.
Governing law
New Zealand.
Arranger
Jarden Securities Limited.
Joint Lead Managers
Craigs Investment Partners Limited, Forsyth Barr Limited and Jarden Securities Limited.
Supervisor
The New Zealand Guardian Trust Company Limited.
Registrar
Computershare Investor Services Limited.
Documentation
The terms of the Notes and other key terms of the Offer are set out in:
• The Product Disclosure Statement dated 25 August 2023 for the offer of the Notes.
• The Master Trust Deed dated 27 November 2014 (as amended from time to time) between
Precinct NZ and the Supervisor.
• The Supplemental Trust Deed for each series of Notes dated 25 August 2023 between (among
others) Precinct NZ and the Supervisor.
The Supplemental Trust Deed amends the application of the Master Trust Deed to the Notes as
subordinated obligations, including disapplying certain provisions set out in the Master Trust Deed
(such as the loan to value ratio, negative pledge and senior guarantees) and amending or replacing
others (including those relating to ranking, redemption and events of default). The Subordinated
Guarantee for each series of Notes is contained in the Supplemental Trust Deed relating to those
Notes.
You should read these documents. Copies may be obtained from the Disclose Register at
www.companiesoffice.govt.nz/disclose.

06
INDICATIVE TERMS SHEET
INDICATIVE TERMS SHEET (CONTINUED)
PRECINCT PROPERTIES NEW ZEALAND, PRODUCT DISCLOSURE STATEMENT
IMPORTANT DATES
Opening Date
4 September 2023
Closing Date for the
Shareholder Priority Offer
7 September 2023 at 5pm (New Zealand time)
Closing Date for the General
Offer
8 September 2023 at 12pm (New Zealand time)
Rate Set Date
8 September 2023
Issue Date and allotment date
21 September 2023
Expected date of initial
quotation and trading of the
Notes on the NZX Debt Market
22 September 2023
Conversion Announcement
Date
5 Business Days before the relevant Conversion Date.On the relevant Conversion Announcement
Date Precinct NZ will announce the final Conversion Price. On or before the relevant Conversion
Announcement Date Precinct NZ will announce whether it intends to make a Cash Election.
Conversion DateFor 2026 Notes: 21 September 2026.
For 2027 Notes: 21 September 2027.
The dates in this terms sheet are indicative only and are subject to change. Precinct NZ may, in its absolute discretion and without
notice, vary the timetable. Any such changes will not affect the validity of any applications received. Precinct NZ reserves the right to
cancel the Offer and the issue of the Notes, in which case all application monies received will be refunded (without interest) as soon as
practicable.

07
INDICATIVE TERMS SHEET
SELLING RESTRICTIONS
You may only offer for sale or sell any Note in conformity with all applicable laws and regulations in any jurisdiction in which it is offered,
sold or delivered.
Precinct NZ has not taken and will not take any action which would permit a public offering of Notes, or possession or distribution of
any offering material in respect of the Notes, in any country or jurisdiction where action for that purpose is required (other than New
Zealand).
Any information memorandum, disclosure statement, circular, advertisement or other offering material in respect of the Notes may only
be published, delivered or distributed in compliance with all applicable laws and regulations (including those of the country or
jurisdiction in which the material is published, delivered or distributed).
Set out below are specific selling restrictions that apply to an offer of the Notes in the United States, Australia, Hong Kong and
Singapore. These selling restrictions do not apply to an offer of the Notes in New Zealand.
By subscribing for or otherwise acquiring any Notes, you agree to indemnify, among others, Precinct NZ and the Supervisor for any loss
suffered as a result of any breach by you of the selling restrictions referred to in this terms sheet and the PDS.
Australia
This terms sheet, the PDS and the offer of Notes are only made available in Australia to persons to
whom an offer of securities can be made without disclosure in accordance with applicable
exemptions in sections 708(8) (sophisticated investors) or 708(11) (professional investors) of the
Australian Corporations Act 2001 (the Corporations Act). Neither this terms sheet nor the PDS is a
prospectus, product disclosure statement or any other formal “disclosure document” for the purposes
of Australian law and is not required to, and does not, contain all the information which would be
required in a “disclosure document” under Australian law. Neither this terms sheet nor the PDS has
been, or will be, lodged or registered with the Australian Securities & Investments Commission or the
Australian Securities Exchange and Precinct NZ is not subject to the continuous disclosure
requirements that apply in Australia.
Prospective investors should not construe anything in this terms sheet or the PDS as legal, business or
tax advice nor as financial product advice for the purposes of Chapter 7 of the Corporations Act.
Investors in Australia should be aware that the offer of Notes and underlying shares for resale in
Australia within 12 months of their issue may, under section 707(3) of the Corporations Act, require
disclosure to investors under Part 6D.2 if none of the exemptions in section 708 of the Corporations Act
apply to the re-sale.
Hong Kong
WARNING: Neither this terms sheet nor the PDS have been, or will be, registered as a prospectus
under the Companies (Winding Up and Miscellaneous Provisions) Ordinance (Cap. 32) of Hong Kong,
nor has it been authorised by the Securities and Futures Commission in Hong Kong pursuant to the
Securities and Futures Ordinance (Cap. 571) of the Laws of Hong Kong (the SFO). No action has been
taken in Hong Kong to authorise or register this terms sheet or the PDS or to permit the distribution of
this terms sheet or the PDS or any documents issued in connection with them. Accordingly, the Notes
have not been and will not be offered or sold in Hong Kong other than to “professional investors” (as
defined in the SFO and any rules made under that ordinance).
No advertisement, invitation or document relating to the Notes has been or will be issued, or has been
or will be in the possession of any person for the purpose of issue, in Hong Kong or elsewhere that is
directed at, or the contents of which are likely to be accessed or read by, the public of Hong Kong
(except if permitted to do so under the securities laws of Hong Kong) other than with respect to Notes
that are or are intended to be disposed of only to persons outside Hong Kong or only to professional
investors. No person allotted Notes may sell, or offer to sell, such securities in circumstances that
amount to an offer to the public in Hong Kong within six months following the date of issue of such
securities.
The contents of this terms sheet and the PDS have not been reviewed by any Hong Kong regulatory
authority. You are advised to exercise caution in relation to the Offer. If you are in doubt about any
contents of this terms sheet or the PDS, you should obtain independent professional advice.

08
INDICATIVE TERMS SHEET
INDICATIVE TERMS SHEET (CONTINUED)
PRECINCT PROPERTIES NEW ZEALAND, PRODUCT DISCLOSURE STATEMENT
Singapore
Securities and Futures Act Product Classification
: Solely for the purposes of sections 309B(1)(a) and
309B(1)(c) of the Securities and Futures Act 2001 of Singapore (the SFA), Precinct NZ has determined,
and hereby notifies all relevant persons (as defined in Section 309A of the SFA) that the Notes are
“prescribed capital markets products” (as defined in the Securities and Futures (Capital Markets
Products) Regulations 2018).
This terms sheet, the PDS and any other materials relating to the Notes have not been, and will not be,
lodged or registered as a prospectus in Singapore with the Monetary Authority of Singapore.
Accordingly, this terms sheet, the PDS and any other document or materials in connection with the
offer or sale, or invitation for subscription or purchase, of Notes, may not be issued, circulated or
distributed, nor may the Notes be offered or sold, or be made the subject of an invitation for
subscription or purchase, whether directly or indirectly, to persons in Singapore except pursuant to
and in accordance with exemptions in Subdivision (4) Division 1, Part 13 of the SFA, or as otherwise
pursuant to, and in accordance with the conditions of any other applicable provisions of the SFA.
This terms sheet has been given to you on the basis that you are (i) an “institutional investor” (as
defined in the SFA) or (ii) an “accredited investor” (as defined in the SFA). In the event that you are
not an investor falling within any of the categories set out above, please return this terms sheet
immediately. You may not forward or circulate this terms sheet to any other person in Singapore.
Any offer is not made to you with a view to the Notes or the underlying shares being subsequently
offered for sale to any other party. There are on-sale restrictions in Singapore that may be applicable
to investors who acquire Notes or the underlying shares. As such, investors are advised to acquaint
themselves with the SFA provisions relating to resale restrictions in Singapore and comply accordingly.
United States
The Notes and the underlying shares have not been, and will not be, registered under the Securities
Act of 1933 and may not be offered or sold in the United States or to, or for the account or benefit of,
US persons (as defined in Regulation S under the US Securities Act) except in transactions exempt
from, or not subject to, the registration requirements of the US Securities Act.
The Notes will not be offered or sold in the United States or to, or for the account or benefit of, US
persons (i) as part of their distribution at any time or (ii) otherwise until 40 days after the completion of
the distribution of all Notes, as determined by the Joint Lead Managers except in accordance with
Rule 903 of Regulation S. Any Notes sold to any distributor, dealer or person receiving a selling
concession, fee or other remuneration during the distribution compliance period require a
confirmation or notice to the purchaser at or prior to the confirmation of the sale to substantially the
following effect:
“The Notes or the underlying shares have not been registered under the US Securities Act of 1933 or
with any securities regulatory authority of any state or other jurisdiction of the United States and may
not be offered or sold in the United States, or to or for the account or benefit of, US persons (i) as part
of their distribution at any time or (ii) otherwise until 40 days after the later of the commencement of
the offering of the Notes and the closing date except in either case pursuant to a valid exemption
from registration in accordance with Regulation S under the US Securities Act. Terms used above have
the meaning given to them by Regulation S.”
Until 40 days after the completion of the distribution of all Notes, an offer or sale of the Notes in the
United States by any Joint Lead Manager or any dealer or other distributor (whether or not
participating in the offering) may violate the registration requirements of the US Securities Act if such
offer or sale is made otherwise than in accordance with Regulation S.

---

•ef
Subordinated
Convertible Notes Offer
August 2023
Artist’s impression: 1 Queen Street
JOINT LEAD MANAGERS
ARRANGER & JOINT LEAD MANAGER

PRECINCT PROPERTIES, INVESTOR PRESENTATION -Page 2
Disclaimer
The information and opinions in this presentation were prepared by Precinct Properties New Zealand Limited (Precinct NZor Precinct) in relation to its offer of
two series of convertible notes described in this presentation (together, the Notes). The offer of the Notes is made in the Product Disclosure Sstatement
dated 25 August 2023 (PDS), which has been lodged in accordance with the Financial Markets Conduct Act 2013 (FMCA). The PDS is available through
www.companies.govt.nz/discloseor by contacting Jarden Securities Limited as Arranger and Joint Lead Manager, Craigs Investment Partners Limited or
Forsyth Barr Limited as Joint Lead Managers, any other Primary Market Participant or your usual financial adviser, andmust be given to investors before they
decide to acquire any Notes. No applications will be acceptedor money received unless the applicant has been given the PDS. Capitalised terms used
but not defined in this presentation have the meaning given to them in the PDS.
This presentation is provided for information purposes only and is of a general nature. The information contained in this presentation does not constitute
financial product advice, investment advice or any recommendation by Precinct, the Arranger, the Joint Lead Managers, The NewZealand Guardian Trust
Company Limited (the Supervisor) or any of their respective directors, officers, employees, affiliates, agents or advisers tosubscribe for, or purchase, any of
the Notes. Nothing in this presentation constitutes legal, financial, tax or other advice. The information in this presentation does not take into accountthe
particular investment objectives, financial situation, taxation position or needs of any person. You should make your own assessment of an investment in
Precinct and should not rely on this presentation. In all cases, you should conduct your own research on Precinct and analysis of any offer, the financial
condition, assets and liabilities, financial position and performance, profits and losses, prospects and business affairs of Precinct, and the contents of this
presentation.
Opinions including estimates and projections in this presentation constitute the current judgement of Precinct as at the dateofthis presentation and are
subject to change without notice. Such opinions are not guarantees or predictions of future performance, and involve known and unknown risks,
uncertainties and other factors, many of which are beyond Precinct’s control, and which may cause actual results to differ materially from those expressed
in this presentation.
Precinct undertakes no obligation to update any information or opinions whether as a result ofnew information, future events or otherwise.
No contract or other legal obligations shall arise between Precinct, the Arranger, the Joint Lead Managers or the Supervisor andany recipient of this
presentation.
None of Precinct, the Arranger, the Joint Lead Managers or the Supervisor or any of their respective directors, officers, employees and agents: (a) accept
any responsibility or liability whatsoever for any loss arising from this presentation or its contents or otherwise arising in connection with the offer of Notes; (b)
authorised or caused the issue of, or made any statement in, any part of this presentation; or (c) make any representation, recommendation or warranty,
express or implied regarding the origin, validity, accuracy, adequacy, reasonableness or completeness of, or any errors or omissions in, any information,
statement or opinion contained in this presentation and accept no liability (except to the extent such liability is found by a court to arise under the FMCA or
cannot be disclaimed as a matter of law).
The Notes may only be offered for sale or sold in conformity with all applicable laws and regulations in New Zealand and in any other jurisdiction in which
the Notes are offered, sold or delivered. No action has been or will be taken by Precinct which would permit a public offer of Notes, or possession or
distribution of any offering material, in any country or jurisdiction where action for that purpose is required (other than New Zealand).
Application has been made to NZX for permission to quote the Notes on the NZX Debt Market and all the requirements of NZX relating thereto that can be
complied with on or before the distribution of this presentation have been duly complied with. However, NZX accepts no responsibility for any statement in
this presentation. NZX is a licensed market operator, and the NZX Debt Market is a licensed market under the FMCA.

PRECINCT PROPERTIES, INVESTOR PRESENTATION -Page 3
Agenda
Section 1 – Business overview and highlights Page 05
Section 2 –Our marketsPage 15
Section 3 – Financial results and capital managementPage 22
Section 4 –Subordinated convertible notesPage 28
Note: All $ are in NZD
Precinct Properties New Zealand Limited
Scott Pritchard, CEO
George Crawford, Deputy CEO
Richard Hilder, CFO

PRECINCT PROPERTIES, INVESTOR PRESENTATION -Page 4
The offer
The Offer
An offer of up to $150m (with ability to
accept oversubscriptions of up to an
additional $50 million)
Subordinated convertible notes
Two tranches sought:
3-year term
4-year term
Provides Precinct capital management
and strategic benefits
Enables investors to potentially share in
upside from share price growth

Section 1
Business
overview and
highlights
Artist’s impression: 1 Queen Street and PwC Tower

PRECINCT PROPERTIES, INVESTOR PRESENTATION -Page 6
Our business
Precinct is a central city real estate
investment business. It invests in
highquality strategically located real
estate with a focus on sustainability.
Strategy encompasses three key areas of outperformance:
1.Investment
❖Well-located prime assets have significantly outperformed
lower grade stock
❖Precinct’s market leading position and high performing
team continue to deliver asset management excellence
2.Development
❖Recycling and deploying capital into projects that generate
returns over and above stable investments
❖Combining the development strategy with the capital
partnering strategy enables the scale of development
activity to increase and provides a strong lever for Precinct
to outperform
3.Capital Partnering
❖Partnering with direct investors expands the capital base
and enables Precinct to explore a broader set of
opportunities
❖Enhances the return on invested capital through aligned
investment performance, maintaining access to high quality
real estate, and freeing up capital for future opportunities

PRECINCT PROPERTIES, INVESTOR 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
2010
ANZO corporatised and
renamed to Precinct (PCT)
New strategy established –
active management focus
2012
2021
Management of PCT
internalised
PCT wholly funded
developments transforming
investment portfolio
2015-20
2014
$1b development pipeline
established
Strategy review –
Third Party Capital identified
2021
2022
Formed investment
partnerships with GIC and
PAG. Established a
residential development
business with Lamont and
Co.
Drive higher returns from
our capital by utilising
partnerships and PCT’s
capabilities
2023+

PRECINCT PROPERTIES, INVESTOR PRESENTATION -Page 8
FY23 highlights
Development pipeline
•Secured development opportunity at 61 Molesworth Street, with 100% of the
office space leased by MFAT on a 20+ year lease
•Agreed a 12-year lease to Beca at Wynyard Quarter Stage 3, enabling
commitment to 117 Pakenham, the last remaining building
•Selected as preferred development partner for the Downtown Carpark with
exclusive negotiations with Eke PanukuDevelopment Auckland advanced
Operational excellence
•Portfolio occupancy maintained at 99% with a WALT of 6.0 years
•Over 53,000m
2
of leasing completed in the period including over 35,000m
2
of development leasing
•Achieved 13.8% growth in contract rents on new leases
Strategic execution
•Successfully commenced the partnership with Singaporean sovereign wealth
fund, GIC, and grew the partnership with the acquisition of Wynyard Stage 3
and the conditional acquisition of 56 The Terrace, Wellington
•Established a new joint venture investment partnership with global private
asset manager, PAG, to acquire 40 and 44 Bowen Street
•Entered the multi-unit residential development market through a 50%
acquisition of the established Lamont & Co business
•Completed corporate restructure (stapling)
•Established a joint venture with Ngāti WhātuaŌrākeito acquire Te Tōangaroa
portfolio in partnership with PAG

PRECINCT PROPERTIES, INVESTOR PRESENTATION -Page 9
Investment portfolio
Directly held portfolio FY23
99%
occupancy (by area)
73%
weighting to Auckland (by value)
19%
Local & Central government income
13.8%
growth in contract rent on new leases
10.6%
under-renting (contract vs. market rents)
6.0 years
weighted average lease term

Investment
portfolio
including
cornerstone
Investment
portfolio –
directly held
Auckland Wellington
WALT
6.2 years 6.0 years
5.5 years7.3 years
Occupancy (by NLA)
98%99%
98%99%
Investment portfolio value
$2,716 m$2,574 m
$1,877 m$697 m
Weighted average cap rate
5.6%5.6%
5.4%6.0%
Net lettable area (m²)
288 k223 k
138 k85 k
Portfolio snapshot as at 30 June 2023
1
Precinct leasing transactions
Note 1 – Investment portfolio metrics including Precinct cornerstone are weighted based on Precinct’s
ownership interest except for NLA which reflects total unweighted lettable area. Cornerstone portfolio
includes 40 & 44 Bowen Street which settled on 15 August 2023.
0k m²
5k m²
10k m²
15k m²
20k m²
25k m²
30k m²
35k m²
40k m²
45k m²
50k m²
FY18FY19FY20FY21FY22FY23
Net lettable area (NLA)
Investments (AKL)Developments (AKL)
Investments (WLG)Developments (WLG)

PRECINCT PROPERTIES, INVESTOR PRESENTATION -Page 10
Development track record
Bowen Campus Stage 2
Cumulative development completions
Delivering material value uplift
•$1.8 billion of development completions since 2017 have
delivered aggregate return on cost of 27% and
contributed approximately 24 cents per share to NTA
•Value of completions will increase to $2.3 billion by end of
2024 financial year
Pipeline
•Around $1 billion
1
of committed projects due to
complete progressively through to end of 2025 calendar
year including Wynyard Quarter Stage 3 (in partnership
with GIC)
•Secured WALT of 14.1 years on committed projects
•Replenishment of development pipeline expected to
occur through strategies such as residential development
and opportunities such as Downtown Carpark site
Note 1: Total project cost. Disregards Precinct ownership level. Adjusting for
ownership, pipeline is around $0.7 billion.
0
500
1,000
1,500
2,000
2,500
3,000
3,500
201720182019202020212022202320242025
$ millions
Calendar year
Total project costValue uplift
Forecast

PRECINCT PROPERTIES, INVESTOR PRESENTATION -Page 11
Capital partnerships – strategic approach
Development
Key benefits
❖Increases liquidity, diversifies capital sources and
leverages partners’ greater access to capital
❖Leverages Precinct’s balance sheet, enabling a wider set
of opportunities to be explored
❖Improves return on equity to Precinct shareholders
❖Facilitates takeouts and further follow-on investment
❖Provides access to new income streams and continued
access to development profits
❖Ability to participate in wider range of asset types,
locations and risk spectrum
Partnering principles
❖Deliver market-leading risk-adjusted returns
for partners, leveraging Precinct’s market
position, capabilities and management
platform
❖Alignment of values focusing on Health &
Safety, Sustainability and Business Ethics
❖Strong alignment through co-investment
and investment objectives
❖Prioritise strong, open and collaborative
relationships with capital partners,
adopting a long-term view
OfficeCity centre retail
Direct ownership (strategic assets)
Hotel
Capital Partnering
Development
Investment –
passive and active
Investment management services

PRECINCT PROPERTIES, INVESTOR PRESENTATION -Page 12
Existing partnerships
Precinct is delivering on its strategy with $1.8 billion of capital partnerships formed since
FY22 (completion value)
1
. Value of direct portfolio and partnerships now $5.2 billion.
General note – Values in chart may not add precisely due to rounding
Note 1 – Includes the gross realisation value (excl. GST) of residential projects in progress or near commencement.
$3.5 b
$1.3 b
$0.4 b
$3.7 b
$3.9 b
-$0.2 b
+$0.5 b
+$0.6 b
+$0.4 b$5.2 b
$0.0
$1.0
$2.0
$3.0
$4.0
$5.0
$6.0
FY22FY23DisposalsAcquisitionsDevelopment
completions
Residential
partnerships
Total direct
and indirect
$ billions
Investment propertiesDevelopmentsHeld for saleCapital partnershipsResidential partnerships

PRECINCT PROPERTIES, INVESTOR PRESENTATION -Page 13
Partnership platforms positioned for growth
1.Existing partnerships providing opportunities for further
growth where Precinct can leverage its dominant
market position, asset management expertise and track
record to take advantage of value-enhancing
opportunities in a more volatile market: ~$1.0b -$1.5b
(medium term)
2.The residential development platform established
through JV with Lamont & Co.: ~$0.2b - $0.4b (medium
term)
3.The Downtown Carpark site where Precinct is the
preferred development partner with Eke Panuku
Development Auckland: ~$1b - $1.2b (long term)
Precinct continues to explore opportunities to
scale its capital partnerships platform through:
Te Tōangaroa PortfolioArtist impression – Onehunga Mall Club56 The Terrace
40 & 44 Bowen Street
$1.8b
$1.8b
+$1.0 - $1.5b
+$0.2 - $0.4b
+$1.0 - $1.2b
$4.0b - $4.9b
$1.0$2.0$3.0$4.0$5.0
Existing partnerships
+ Opportunities with
existing partners
+ Residential dev.
opportunities
+ Downtown Carpark
= Potential range
Partnership opportunities ($b)
CurrentOpportunities [lower range][upper range]

PRECINCT PROPERTIES, INVESTOR PRESENTATION -Page 14
Sustainability at Precinct
•$1.5 billion of green assets (excl. partnership assets)
•Committed to the World Green Building Council Net Zero Carbon
Buildings Commitment and a target that all assets be certified Green by
2030
•Offsetting development embodied emissions for several years
•Focus on preparing for XRB climate reporting, refining the pathway to net
zero carbon and social initiatives with a focus on future developments
ParticipationOverviewCurrent
1
Target
The overarching measure Precinct have chosen to use as its core
ESG performance benchmark is the Global Real Estate Sustainability
Benchmark (GRESB).
It is considered the global standard for ESG benchmarking and
reporting for real estate entities.
Score82
+ Global
Average 74
Public DisclosureA
+ Global
Average B
RankingTop 33%Top 25%
Carbon Disclosure Project which is the gold standard for corporate environmental
reporting and is fully aligned with the TCFD recommendations.
BA
NABERSNZ is a ratings scheme to measure and rate the energy performance of office
buildings in New Zealand.
57%
Portfolio:
>100% 4 star
by 2030
(Excellent)
Green Star is an internationally recognised, rating system for the sustainable design,
construction and operation of buildings, fitout and communities.
52%
Portfolio:
>60% 5 Star
(Excellence)
Our Strategy includes the integration of sustainability across all areas of our business.
Green Assets
Green Development Assets
Non-Green Assets
Green assets
(4 star NABERSNZ or 5 Star Greenstar)
Note 1: GRESB and CDP metrics relate to 2022. The 2023 submission is
currently being assessed with scores available in November 23.

Section 2
Our markets

PRECINCT PROPERTIES, INVESTOR PRESENTATION -Page 16
Auckland city centre office market
Key themes
•Strong occupier demand despite economic headwinds
with four consecutive halves of positive net absorption
recorded for prime grade assets
•Strong demand for prime waterfront assets which
continue to enjoy below-market levels of vacancy
(1.8% vs. 4.2% prime grade average as at Jun-23)
•Flight to quality accelerating with the prime-secondary
gap widening over the past 24 months
•Prime grade assets recorded positive net absorption
totalling 41,893m
2
over this period compared to a
negative 19,467m
2
for secondary grade assets
•Prime grade net effective rents increased 9.8%
compared to only 0.5% for secondary grade
0%
3%
6%
9%
12%
15%
18%
21%
24%
-40K
-30K
-20K
-10K
-
10K
20K
30K
40K
6
-
monthly net absorption (sqm)
Auckland CBD net absorption vs. vacancy rates (source: JLL)
Prime net absorptionSecondary net absorption
Prime vacancy (RHS)Secondary vacancy (RHS)
Prime office market indicators (source: JLL)
Jun-23Jun-2220Y avg.
Annual net absorption (m
2
)+19.2k+22.7k+12.4k
Annual net supply (m
2
)+3.9k+19.8k+23.0k
Vacancy rate (%)4.2%6.6%5.8%
Effective rent change (%)+6.3%+3.3%+2.2%
Note – Submarket vacancy rates provided by Colliers. CBD Waterfront data reflects
vacancy within the Commercial Bay and Britomart precincts as analysed by PCT.
0%
2%
4%
6%
8%
10%
12%
14%
16%
18%
20%
Dec-19Jun-20Dec-21Jun-21Dec-21Jun-22Dec-22Jun-23
Prime vacancy rates by submarkets (source: Colliers, JLL, PCT analysis)
CBD WaterfrontCBD OtherPrime Avg. (JLL)

PRECINCT PROPERTIES, INVESTOR PRESENTATION -Page 17
Wellington city centre office market
Key themes
•Tightest city centre office market in Australia and NZ
despite ~32,900 m
2
of prime grade supply being added
to the market over the past 12 months
•Strong demand underpinned by government
occupation along with corporates seeking high
quality seismically resilient space
•Quality of existing stock remains low relative to other
major Australasian markets, providing opportunities
to capture growing demand for prime grade assets
•Continued stock withdrawals for seismic strengthening
and high level of leasing pre-commitments supporting
low vacancies and prime grade market rentals
•Precinct’s portfolio recorded 13.4% growth in gross
market rentals over the past 12 months, well above
JLL’s reported rate over the same period
0%
2%
4%
6%
8%
10%
12%
-60K
-40K
-20K
-
20K
40K
60K
6
-
monthly net absorption (sqm)
Wellington CBD office net absorption vs. vacancy rates (source: JLL)
Prime net absorptionSecondary net absorption
Prime vacancy (RHS)Secondary vacancy (RHS)
Prime office market indicators (source: JLL)
Jun-23Jun-2220Y avg.
Annual net absorption (m
2
)+21.4k+13.3k+9.2k
Annual net supply (m
2
)+32.9k+14.8k+9.5k
Vacancy rate (%)4.0%1.3%2.1%
Effective rent change (%)+0.7%+2.9%+3.0%
0%
2%
4%
6%
8%
10%
12%
14%
16%
18%
20%
Dec-19Jun-20Dec-21Jun-21Dec-21Jun-22Dec-22Jun-23
Prime vacancy rates by submarkets (source: Colliers, JLL, PCT analysis)
ThorndonCBD CorePrime Avg. (JLL)

PRECINCT PROPERTIES, INVESTOR PRESENTATION -Page 18
Other city centre markets
Flex space
•Clear trend reversal from work-form-home to ‘Work-from-Work’ with
Generator reporting surge in hot-desking demand with some desks
being booked six months out
•Meetings and events demand are also stronger than pre-pandemic
levels confirming return of in-person collaboration
•Demand also growing for managed suite offers which appeals to
capital-constrained businesses
Hotels
•International flight capacity and visitor arrivals continue to gradually
recover with arrivals now 31% below the pre-pandemic peak per CBRE
analysis
•Room night demand has largely recovered to peak levels however
occupancy rates remain below peak due to new supply added since
2019 (albeit high development costs will impede additional new supply)
•Room rates have benefited from recovering travel demand and are
tracking over 20% above pre-pandemic levels per CBRE analysis
Retail
•City centre retail trading conditions continue to improve, albeit modestly,
in line with return of office workers and tourist arrivals, resulting in an
increase in leasing activity and vacancy rate falling to 7.3% according to
JLL research (Jun-22: 8.6%)
•Despite increased cost of living, retail spend remains resilient underpinned
by strong F&B (food and beverage) spend
•Occupiers are now positioning to take advantage of upcoming
completions of new demand drivers including the City Rail Link

PRECINCT PROPERTIES, INVESTOR PRESENTATION -Page 19
Office market themes
Low vacancies provide relative affordability
•Clear relationship between vacancy rates and market
rentals adjusted for inflation, indicating relative
affordability at present compared to pre-COVID, pre-
GFC, and historic trend
•Implies potential rental upside with most of the recent
rental growth likely a response to high inflation
Obsolescence supporting tight market conditions
•Ongoing seismic and functional obsolescence is
underpinning demand for prime grade assets while at
the same time reducing overall supply through stock
withdrawals
•Prime vacancies anticipated to remain at low levels
despite economic headwinds and committed new
supply completing in the near term
Return to office and significant leasing transactions
•A return of workers to offices is being observed, as
evidenced in access card activity with most monitored
buildings near or above pre-COVID levels
•Continued strong demand for Precinct’s high quality
office space, with occupancy at 99% and over
79,000sqm of new development leasing transactions
completed in the last three years
-150K
-100K
-50K
-
50K
100K
AKLWLGAKLWLGAKLWLGAKLWLGAKLWLGAKLWLGAKLWLGAKLWLGAKLWLG
Jun-15Jun-16Jun-17Jun-18Jun-19Jun-20Jun-21Jun-22Jun-23
NLA (sqm)
Annual supply change (source: JLL)
New BuildsRefurbsWithdrawals
96%
94%
109%
78%
0%
50%
100%
Access card usage relative to pre-pandemic
1
HSBC TowerAON Centre Auckland
Jarden House12 Madden St
60
65
70
75
80
85
90
95
100
105
0.0%2.0%4.0%6.0%8.0%10.0%12.0%14.0%
Inflation
-
adj. Prime NER
index (Base: 2008 = 100)
Prime Vacancy
GFC
Current
Covid
Auckland inflation-adjusted Prime net effective rent index (source: JLL, PCT analysis)
Note 1: Represents rolling four-week card usage relative to usage in the
month prior to the first NZ lockdown.

PRECINCT PROPERTIES, INVESTOR PRESENTATION -Page 20
0%
10%
20%
30%
40%
50%
Vacant23242526272829303132>32
% of NLA
Financial Year
Precinct lease expiry profile
AucklandWellington
Occupier market dynamics support rent growth
Economic rents expected to restrict new supply
•Rising development costs, combined with easing cap
rates, are driving a material uplift in economic rents
•New stock unlikely to eventuate except in premium
locations where new rental benchmarks could be set
•A reduction in supply will benefit existing prime grade
assets, supporting continued market rental growth
Low vacancy rates supportive of market rental growth
•Strong occupier demand and low vacancy rates offer
opportunity for rental growth
•JLL forecasts vacancy rates in Auckland and Wellington
Prime office markets to remain around existing levels
over the next 3-4 years
•Correlation between market rent growth and vacancy
rates suggests continued market rental growth
-8.0%
-6.0%
-4.0%
-2.0%
0.0%
2.0%
4.0%
6.0%
8.0%
10.0%
12.0%
0.0%2.0%4.0%6.0%8.0%10.0%
Y/Y net market rent growth
Vacancy rate
Auckland Prime office market rent growth vs. vacancy rate (source: JLL, PCT analysis)
Jun-23
$250
$350
$450
$550
$650
$750
$850
'02'03'04'05'06'07'08'09'10'11'12'13'14'15'16'17'18'19'20'21'22'23
Net Mkt RentCPI-adj. PC rentCPI-adj. Peak rentEcon. Rent
188 Quay St average tower net rent $/sqm (source: PCT analysis)
Under-renting and net leases underpin income growth
•Portfolio under-renting (10.6%), combined with shorter
leases, allows rents to revert more quickly to market
•Net leases, fixed growth and indexation (3.3% forecast
rental growth in FY24) provide protection from inflation
•50% of the portfolio is expected to revert to market over
the next 3-4 years through expiries and market reviews
+37%
gap

PRECINCT PROPERTIES, INVESTOR PRESENTATION -Page 21
Cap rate spreads consistent with inflationary outlook
•Rising interest rates have led to yield spreads below
long-term averages
•Rent and asset values are correlated with rising
prices. Therefore, during periods of high inflation
expectations yield spreads are generally tighter
•Implies higher market rent growth
•If interest rates remain high it will be in
response to persistent inflation, which
suggests continued rent growth
•Market rent growth forecasts from Colliers and
CBRE for premium grade stock in both Auckland
and Wellington compare well relative to inflation
forecasts over the next three to four years.
Prime yields spreads to 10-year swap rates
Auckland Prime office & industrial yield spreads against inflation expectations
-1.00%
0.00%
1.00%
2.00%
3.00%
4.00%
5.00%
6.00%
1.00%1.50%2.00%2.50%3.00%3.50%4.00%
Spread to 10Y swap rate
RBNZ annual inflation expectations 2 yrsout (axis inverted)
Akl Prime officeAkl Industrial
Dec-22
RBNZ target inflation band
Historic and forecast rents vs. inflation (source: Colliers, CBRE, Treasury, PCT analysis)
-2%
-1%
0%
1%
2%
3%
4%
5%
6%
7%
8%
9%
'98'99'00'01'02'03'04'05'06'07'08'09'10'11'12'13'14'15'16'17'18'19'20'21'22'23
Prime Yield Spread to 10Y Swap Rate
10-Yr SwapAKL Off.AKL Off. (Avg.)
WLG Off.WLG Off. (Avg.)
1.5%
2.0%
2.5%
3.0%
3.5%
4.0%
Auckland
Premium (net)
Wellington
Premium (gross)
Auckland
Premium (net)
Wellington
Premium (gross)
3-year forecast4-year forecast
Annualised growth rate
Forecast rent (CBRE & Colliers)Historic rents (22Y CAGR)
Forecast inflation (Treasury)

Section 3
Financial results
and capital
management

PRECINCT PROPERTIES, INVESTOR PRESENTATION -Page 23
Financial performance
Precinct is well-positioned to perform in challenging
environments due to its good contracted rental growth,
high quality portfolio, long WALT and capital partnering
momentum
Cumulative dividend growth from FY16 vs. peers
24.1%
-50.0%
-40.0%
-30.0%
-20.0%
-10.0%
0.0%
10.0%
20.0%
30.0%
FY16FY17FY18FY19FY20FY21FY22FY23
Peer set rangePCT
11.0%
-25.6%
Highlights
9.3%
Gross rental revenue growth
4.5%
Net property income growth
6.69
AFFO (cents per share)
2.8%
AFFO per share growth
$1.38
NTA per share
•Strong leasing performance underpins the FY23 result, with
net property income of $130.2 million (+4.5%) and net
operating income before tax up 7.1% relative to FY22
•Unrealised revaluation loss of 7.1% over the 12 months to June
2023, mainly attributable to cap rate expansion
•History of outperformance with dividend growth exceeding
listed peers over the last five- and last seven-year periods
1
Note 1: Peer set includes ARG, GMT, KPG, PFI and SPG.

PRECINCT PROPERTIES, INVESTOR PRESENTATION -Page 24
Financial policies: Focus on stability and cashflow
Dividend / AFFO policy
•Moved to a sustainable adjusted funds from
operations-based policy in 2011
•Over the past five years the AFFO payout ratio
has averaged 101% (92% FFO payout ratio)
•Retained earnings from funds from operations
are used to fund the capital expenditure
required to maintain the quality of Precinct's
property portfolio
•3.0% annualised AFFO growth FY19 to FY23
Financial Risk Management policy
•Requires that no capital commitment is entered
into without funding in place
•Requires adequate headroom in loan to value
covenants (50%) in order to withstand a portfolio
devaluation of 25%
•Targets a laddered debt maturity profile and
diversity of funding sources
•Interest coverage covenant of 1.75 times (FY23:
1.9 times)
70%
75%
80%
85%
90%
95%
100%
4.0
4.5
5.0
5.5
6.0
6.5
7.0
7.5
8.0
20192020202120222023
FFO payout ratio
cent per share
Financial year
Funds from operations and dividend paid
Dividend paidFFO retainedFFO payout ratio (RHS)
5.4
5.6
5.8
6.0
6.2
6.4
6.6
6.8
20192020202120222023
cents per share
Financial year
Adjusted funds from operations and dividend paid
Adjusted funds from operationsDividend paid

PRECINCT PROPERTIES, INVESTOR PRESENTATION -Page 25
Offer benefits
Strategic benefits
•Provides semi-permanent capital and matches capital to
investment opportunities, enabling progress of capital partnering
strategy and other opportunities
•Investment returns expected to exceed cost of issued capital
•Retains flexibility to convert or repay depending on capital
partnering progress and utilisation of other funding levers
Capital management benefits
•Reduces June 2023 gearing, as measured under borrower
covenant which disregards subordinated debt,from 35% (post 40
& 44 Bowen Street sale) to 29% -30%
1
(covenant level 50%)
•Reduces Precinct’s weighting to bank debt, allowing this source of
funding to be used within its third-party capital platform.
•Precinct’s weighting to non-bank sources increases to around 70%
Debt facility expiry profile (post issue)
2
Equity Returns – Target and Breakeven
Key benefits of issue
❖Semi-permanent capital aiding delivery of
strategy
❖Matches capital requirements
❖29% - 30%
1
proforma gearing
❖3.8 years weighted average term to expiry
(June 23: 3.5 years)
❖Improved debt maturity profile
❖96% forecast average hedging for FY24
Note 1 – Assumes a SCN issue size of $150 million to $200 million
Note 2 – Assumes a $200 million SCN issue equally split into a 3-year and 4-year tranche
Variable cost of subordinated convertible note (SCN) assumes equity
conversion at $1.00 & $1.50.
CAPM: RF: 4.5%, MRP: 7.5%, PCT Be: 0.74
$50 m
$100 m
$150 m
$200 m
$250 m
$300 m
$350 m
$400 m
$450 m
$500 m
Jun 24Jun 25Jun 26Jun 27Jun 28Jun 29Jun 30Jun 31Jun 32
>Jun 32
Debt Facility Expiry Profile
Year ending
BankBank - UndrawnUSPPBondConvertible note (SCN)
0%
5%
10%
15%
20%
25%
PropertyPassiveActiveDevelopmentResidentialSCN Range @
$1.0-$1.50
Equity IRR / PCT cost of equity
Variable Cost of SCNTarget EIRR returnsPCT cost of equity breakeven

PRECINCT PROPERTIES, INVESTOR PRESENTATION -Page 26
Outlook
•Historically strong & robust dividend growth
•The impact of rising interest rates offset by
•an investment portfolio benefiting from
under renting and strong occupier demand,
•High hedging levels, and
•An established and growing third-party
capital strategy
•FY23 and FY24 development completions
will improve interest coverage
Hedging profile
Australia and NZ Prime grade office vacancy (source: JLL)
0%
2%
4%
6%
8%
10%
12%
14%
16%
18%
20%
Prime vacancy rate
Contributions of PPNZ and PPIL to FY24 dividend guidance
6.75 cps
0.0
1.0
2.0
3.0
4.0
5.0
6.0
7.0
8.0
PPNZPPILCombined
Cents per share
0%
50%
100%
FY 24FY 25FY 26FY 27FY 28
Average hedging
Policy RangeAverage HedgingAverage Hedging (post SCN)

PRECINCT PROPERTIES, INVESTOR PRESENTATION -Page 27
Conclusion
•Strong occupier markets as a result of flight to quality, return to office dynamic and
inflationary environment, have led to low vacancy rates, strong market rent growth and
an under-rented portfolio
•High economic rents are expected to restrict new supply and coupled with continued
low vacancy rates and predominantly net lease structures, supports continued market
and net property income growth
•Proven track record of delivering NTA growth through successful development
completions
•Development pipeline remains robust with Downtown Carpark opportunity
•Capital partnering strategy repositioning the business and expected to deliver earnings
growth
•Residential participation expected to provide additional earnings accretion
•Positions the balance sheet to enable the business to execute on strategy and
opportunities
The subordinated convertible notes provide strategic benefits to Precinct and
allow for opportunities such as the Downtown Carpark and capital partnering
strategy to be progressed

Subordinated
convertible notes
Section 4

PRECINCT PROPERTIES, INVESTOR PRESENTATION -Page 29
Key terms
Description
Subordinated convertible notes (“Notes”) issued in two series by Precinct Properties
New Zealand Limited (as used below, “Precinct NZ”) with a subordinated guarantee
from Precinct Properties Investments Limited (“Precinct Investments”). The Notes will
Convert and Stapled Shares will be issued, subject to a Cash Election by Precinct
Offer size
Up to $150 million with the ability to accept oversubscriptions of up to an additional
$50 million at Precinct NZ’s discretion across the two series of Notes.
Eligible Shareholders can apply for Notes through the Shareholder Priority Offer of up to
$25 million in aggregate across both series of Notes (or such other amount as Precinct
NZ may determine in its discretion) (the offer amounts above are inclusive of the
Shareholder Priority Offer)
Term
2026 Notes: 3 years
2027 Notes: 4 years
Interest RateEqual to the sum of the swap rate and the issue margin
Interest Payments
Quarterly in arrears in equal amounts (subject to suspension in limited circumstances
as described in the PDS)
Conversion MechanismAs described on the following pages
Cash ElectionAt Precinct’s option on Conversion, as described on the following pages
Joint Lead ManagersJarden, Craigs Investment Partners, Forsyth Barr
Retail brokerage
•General Offer (retail investors)
•0.50% retail brokerage fee
•0.50% firm fee
•Shareholder Priority Offer
•0.50% brokerage fee
The offer of the Notes is made in the Product Disclosure Statement dated 25 August 2023 (“PDS”). The PDS is available through
www.companies.govt.nz/disclose or by contacting the Joint Lead Managers any other Primary Market Participant or your usual financial
adviser, and must be given to investors before they decide to acquire any Notes . No applications will be accepted or money received
unless the applicant has been given the PDS. Capitalised terms used but not defined have the meanings given to them in the PDS.

PRECINCT PROPERTIES, INVESTOR PRESENTATION -Page 30
Conversion mechanism
•On the relevant Conversion Date, all outstanding Notes in a series will Convert into Stapled Shares, subject
to a Cash Election by Precinct
•The number of Stapled Shares into which each holding of Notes Converts will be determined by dividing
their Principal Amount ($1.00 per Note) (together with any Unpaid Interest (including any interest thereon))
by the Conversion Price, which is the lesser of:
•the Conversion Price Cap of:
•$1.42 for the 2026 Notes;
•$1.46 for the 2027 Notes; and
•the Market Price (calculated as per the statement below)
•Market Price is determined based on the arithmetic average of the daily VWAP of the Stapled Shares over
the 20 Business Days prior to the Conversion Announcement Date. Please refer to the PDS for example
scenarios of Conversion at different Market Prices
2027 Notes2026 Notes
$9,500
$10,000
$10,500
$11,000
$11,500
$12,000
$12,500
$1.15$1.25$1.35$1.45$1.55$1.65$1.75
Value of Stapled Shares/Cash received
for Principal Amount of $10,000
Example Market Price
Value of Stapled Shares/cash received
Principal Amount of Notes
Excess value of Stapled Shares/cash received over and above Principal Amount
$9,500
$10,000
$10,500
$11,000
$11,500
$12,000
$12,500
$1.15$1.25$1.35$1.45$1.55$1.65$1.75
Value of Stapled Shares/Cash received
for Principal Amount of $10,000
Example Market Price
Value of Stapled Shares/cash received
Principal Amount of Notes
Excess value of Stapled Shares/cash received over and above Principal Amount

PRECINCT PROPERTIES, INVESTOR PRESENTATION -Page 31
Cash Election
•Rather than Converting the Notes, Precinct NZ may elect to instead pay a
cash amount to Noteholders at the end of the relevant term
•In this case, Noteholders would be paid an amount equal to the Market
Price of all the Stapled Shares that would have otherwise been issued to
them following Conversion, so that they receive an equivalent value to
those Stapled Shares (as determined by the terms of the Notes) and will
similarly benefit from any appreciation of the Stapled Share price above
the Conversion Price Cap prior to the relevant Conversion Date
•Precinct NZ will announce whether it intends to make a Cash Election via
NZX on or before the Conversion Announcement Date
•See the PDS for further detail on the Cash Election

PRECINCT PROPERTIES, INVESTOR PRESENTATION -Page 32
Offer structure
•Bookbuild Process –General offer
•All Notes (including any oversubscriptions) in the General Offer have been
reserved for subscription by clients of the Arranger, Joint Lead Managers, Primary
Market Participants and other persons invited to participate in the bookbuild
•Shareholder Priority Offer
•Up to $25 million (or such other amount as Precinct NZ may determine in its
discretion)
•Open to eligible New Zealand resident retail shareholders
•Eligible Shareholders can subscribe at www.precinctnotesoffer.co.nz
•Minimum Applications
•$5,000 for the General Offer
•$1,000 for the Shareholder Priority Offer
•Selling restrictions
•No public offering outside New Zealand.Selling restrictions are set out in the PDS,
including restrictions that apply to an offer of the Notes in the United States,
Australia, Hong Kong and Singapore.

PRECINCT PROPERTIES, INVESTOR PRESENTATION -Page 33
Key dates
Opening Date4 September 2023
Shareholder Priority Offer Closing Date5pm (NZT), 7 September 2023
General Offer Closing Date12 noon(NZT), 8 September 2023
Rate Set Date8 September 2023
Issue Date and allotment date21 September 2023
Expected date of quotation and trading on the
NZX Debt Market
22 September 2023
Conversion Announcement Dates
3 Year Notes: 14 September 2026
4 Year Notes: 14 September 2027
Conversion Dates
3 Year Notes: 21 September 2026
4 Year Notes: 21 September 2027

PRECINCT PROPERTIES, ANNUAL RESULTS PRESENTATION -Page 34
Thank You
Artist’s impression: 1 Queen Street

PRECINCT PROPERTIES, INVESTOR PRESENTATION -Page 35
Appendix I: Five year summary
(Amounts in $ millions unless otherwise stated)
20192020202120222023
Financial performance
Gross rental revenue
135.7151.8199.8200.3218.9
Operating profit before indirect expenses
95.3105.8127.7129.4141.0
Net profit after taxation (NPAT)
190.230.2187.7110.0(153.1)
Financial position
Total assets
2,891.43,185.23,456.43,839.23,642.8
Total liabilities
936.21,276.81,235.81,403.71,459.7
Total equity
1,955.21,908.42,220.62,435.52,183.1
Covenants
Loan to value ratio (%)
22.428.828.234.338.0
Interest coverage ratio
2.02.42.42.51.9
Precinct owned key portfolio metrics
Average portfolio cap rate (%)
5.75.34.84.95.6
Weighted average lease term (years)
9.08.07.77.16.0
Occupancy (% by NLA)
9998989999
Precinct owned development metrics
% pre-leasing (%)
8078897294
Total Project Cost
1,066162678850733
% completing in next 12 months (%)
654642767

---

Strong leasing and strategy underpin PCT FY23 result Precinct announces settlement of Te Toangaroa portfolio

Data sourced from publicly available filings. Our datasets may not be complete. Automated analysis can produce errors. If you believe any data on this page is incorrect, please contact us at hello@nzxplorer.co.nz. For informational purposes only. Not investment advice.