PCT Notice of Meeting 2023
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 – 13 October 2023
PCT Notice of Meeting 2023
Precinct Properties New Zealand Limited (Precinct) and Precinct Properties Investments
Limited (Precinct Investments) (together, Precinct Properties Group) advise that their
consolidated Annual General Meeting of shareholders will be held on Tuesday 14 November
2023, commencing at 11:30 am (NZ time).
It will be a hybrid meeting held at Generator Commercial Bay, Toroa Room, Level 2, PwC
Tower 15 Customs St West, Auckland, or online at https://meetnow.global/nz.
The agenda for the meeting:
• Chair's address to shareholders.
• CEO’s address to shareholders.
• Shareholder questions and discussion.
• To consider, and if thought appropriate, pass the following Precinct resolutions:
Ordinary resolutions
1. That Chris Meads be elected as a director.
2. That the directors be authorised to fix the remuneration of the independent directors of
Precinct from 14 November 2023 pursuant to the per position sums shown in the
“Proposed Remuneration” column of the table shown in note 2 of the explanatory notes.
3. That the directors be authorised to fix the remuneration of Ernst & Young as auditor for
the ensuing year.
Special resolution
4. That the constitution of Precinct is amended by deleting clause 4 of Schedule 2 and
substituting the following:
4 Proxy form must be sent or made available with notice
A proxy form must be sent or made available with each notice of meeting.
• To consider, and if thought appropriate, pass the following Precinct Investments resolutions:
Ordinary resolution
5. That the directors be authorised to fix the remuneration of Ernst & Young as auditor for
the ensuing year.
Special resolution
6. That the constitution of Precinct Investments is amended by deleting clause 4 of
Schedule 2 and substituting the following:
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
4 Proxy form must be sent or made available with notice
A proxy form must be sent or made available with each notice of meeting.
• Other business: To consider any other matter that may properly be brought before the
meeting.
The Notice of Meeting, which explains the format of the meeting in more detail, is being sent to
Shareholders today. It has also been provided to NZX, together with the Proxy/Voting Form and
Virtual Meeting Guide.
Please note for your proxy to be effective it must be received by 11.30 am (NZ time) on Sunday,
12 November 2023.
Ends
For further information, please contact:
Louise Rooney
General Counsel & Company Secretary
Mobile: +64 21 294 3189
Email: louise.rooney@precinct.co.nz
About Precinct (PCT)
Listed on the NZX Main Board under the ticker code PCT and ranked in the NZX top 30, Precinct
is the largest owner, manager and developer of premium inner-city real estate in Auckland
and Wellington. Precinct is predominantly invested in office buildings and also includes
investment in Generator, Commercial Bay retail, third party capital partnerships, and a multi-
unit residential development business. For information visit: www.precinct.co.nz
On 1 July 2023, Precinct 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 Precinct Properties Group (“Precinct”) hold an equal number of shares in
Precinct Properties New Zealand Limited (“PPNZ”) and Precinct Properties Investments Limited
(“PPIL”) 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.
---
1
Notice of
Meeting
ANNUAL MEETING
OF SHAREHOLDERS 2023
02
Notice of Meeting.
Precinct Properties New Zealand Limited ("Precinct") and Precinct Properties Investments Limited ("Precinct
Investments") (together the "Companies")
Notice of Meeting.
NZX, through NZ RegCo, has granted a waiver from Listing Rules 2.14.1, 2.14.2, 7.8 and 7.9 to permit Precinct and Precinct Investments
to provide consolidated notices of meetings to shareholders.
Date
Tuesday 14 November 2023
Time
11:30 am
Venue
Toroa Meeting Suite, Generator, Commercial Bay, PwC Tower,
Level 2, 15 Customs Street West, Auckland. Or online at
https://meetnow.global/nz
03
Notice of Meeting.
Agenda
• Chair's address to shareholders.
• CEO’s address to shareholders.
• Shareholder questions and discussion.
• Precinct Resolutions.
• Precinct Investments Resolutions.
• Other business.
Precinct Resolutions
To consider, and if thought appropriate, pass the following
ordinary resolutions:
1. Election of Director
That Chris Meads be elected as a director of Precinct Properties
New Zealand Limited.
See explanatory note 1.
2. Directors' Remuneration
That, in accordance with NZX Listing Rule 2.11.1, the amount
payable to any person who from time to time holds office as a
Director of Precinct be increased pursuant to the per position
sums shown in the “Proposed Remuneration” column of the table
contained in explanatory note 2, with effect from 14 November
2023.
See explanatory note 2.
3. Auditor's Remuneration
That the directors be authorised to fix the remuneration of Ernst &
Young as auditor for Precinct Properties New Zealand Limited for
the ensuing year.
See explanatory note 3.
To consider, and if thought appropriate, pass the following
special resolution:
4. Minor alteration to constitution of Precinct
That the constitution of Precinct Properties New Zealand Limited
is amended by deleting clause 4 of Schedule 2 and substituting
the following:
4 Proxy form must be sent or made available with
notice
A proxy form must be sent or made available with each
notice of meeting.
See explanatory note 4.
Precinct Investments Resolutions
To consider, and if thought appropriate, pass the following
ordinary resolution:
5. Auditor's Remuneration
That the directors be authorised to fix the remuneration of Ernst &
Young as auditor for Precinct Properties Investments Limited for
the ensuing year.
See explanatory note 3.
To consider, and if thought appropriate, pass the following
special resolution:
6. Minor alteration to constitution of Precinct Investments
That the constitution of Precinct Properties Investments Limited is
amended by deleting clause 4 of Schedule 2 and substituting
the following:
4 Proxy form must be sent or made available with
notice
A proxy form must be sent or made available with each
notice of meeting.
See explanatory note 4.
Other business
To consider any other matter that may properly be brought
before the meeting.
Important Dates
•
Record date for voting entitlements
– 5.00pm, Friday 10th November 2023 (NZDT)
Latest time for receipt of Proxy Forms
– 11.30am, Sunday 12th November 2023 (NZDT)
•
Annual Meeting
– 11.30am, Tuesday 14 November 2023 (NZDT)
04
Explanatory Notes.
Explanatory Notes.
1. Election of Director
Election of Chris Meads
Under NZX Listing Rule 2.7.1, a director appointed by the Board
must not hold office (without election) past the next annual
meeting following the Director’s appointment.
Mr Meads was appointed by the Board as a Director of the
Companies with effect from 1 October 2023. Accordingly, Mr
Meads offers himself for election at the Annual Shareholders'
Meeting. Mr Meads stands for election with the support of the
Board and is considered by the Board to be an Independent
Director.
If elected as a Director of Precinct, Chris Meads will
automatically be appointed as a Director of Precinct
Investments, pursuant to clause 35.1 of the Precinct Investments
constitution.
Chris Meads
BCom, BCA (Hons) First Class, Economics.
Director, Independent
Term of office
First appointed on 1 October 2023.
Background
Educated at University of Auckland and Victoria University of
Wellington, Chris has over thirty years’ experience working in the
banking and finance sectors in New Zealand and Hong Kong.
Chris has previously worked as an economist, investment banker
and was formerly the Chief Investment Officer of Pantheon
Ventures, which invests globally in private equity, infrastructure &
real assets, and private credit.
2. Directors’ Remuneration
Under NZX Listing Rule 2.11.1, no remuneration may be paid to a
Director in his or her capacity as a Director of a Company, or as
a director of a subsidiary (other than a listed subsidiary), unless
such remuneration has been authorised by an ordinary resolution
of shareholders.
Under the stapled structure, Directors are collectively paid
through a contribution from both Precinct and Precinct
Investments. Under waivers granted by NZX Limited, through NZ
RegCo, in 2023, there is no requirement for Directors'
remuneration to be authorised by separate resolutions of
Precinct and Precinct Investments. This resolution is therefore
being proposed by Precinct.
The remuneration the Companies currently pay to Directors is set
out in the table on page 5.
The Precinct Board last proposed an increase in Directors’
remuneration in 2021. At that time, Precinct introduced fees for
membership of the Environmental, Social & Governance
Committee, which was newly established at the time. Precinct
also introduced a cap on the aggregate ad hoc fees that can
be paid in respect of Due Diligence Committees in any one year.
Precinct's policy is to engage an external review of director
remuneration every two years. The Company has re-engaged
PwC to update the New Zealand listed company benchmark
data last provided in 2021. This review includes the roles of chair,
committee chairs, committee members and base non-executive
director fees. A summary of PwC's report together with their
attestation of independence is available in the investor section of
www.precinct.co.nz.
The Precinct Board reviewed this benchmark data and, based
on a comparison of the Precinct Directors’ fees to the market,
consider the proposed increases to the Directors’ remuneration
set out in the table on page 5 are appropriate.
The Board is conscious of its obligation to ensure Directors' fees
are set and managed in a manner which is fair, flexible and
transparent. At the same time, the Board seeks to ensure that
Directors' fees are set at an appropriate level to assist Precinct
and Precinct Investments to secure and retain the skills and
experience at Board level necessary to govern the business and
enhance long term value.
Since the last remuneration review in 2021, the regulatory
landscape has continued to change, with increased regulatory
risk and obligations increasing demand on Directors’ time and
broadening their scope of responsibilities. During that time,
Precinct has effected a restructuring to create a stapled group
structure, established a multi-unit residential development
business, and established a number of third party capital
partnerships which cumulatively add complexity to the
governance structure. At a macro economic level, high levels of
inflation persist, meriting a review of fees at this time.
05
Explanatory Notes.
Director Remuneration - Current and Proposed
PositionCurrent RemunerationProposed RemunerationAmount of increase*
Chair$182,340$182,340$0 (0%)
Independent Director$91,170$98,800$7,630 (8%)
Audit and Risk Committee Chair$15,000$20,000$5,000 (33%)
People and Performance Committee Chair$15,000$17,500$2,500 (17%)
Environmental, Social and Governance Committee Chair$15,000$17,500$2,500 (17%)
Audit and Risk Committee Member$7,500$11,900$4,400 (59%)
People and Performance Committee Member$7,500$10,000$2,500 (33%)
Environmental, Social and Governance Committee Member$7,500$10,000$2,500 (33%)
Due Diligence Committee Chair (ad hoc hourly rate)$380/hr$380/hr$0 (0%)
Due Diligence Committee Member (ad hoc hourly rate)$350/hr$350/hr$0 (0%)
Annual Cap for Due Diligence Committee Fees$100,000$100,000$0 (0%)
*When assessed across total director fees, the average increase
is approximately 10%.
The Boards consider that alignment of Directors’ fees to market is
important in order for the Companies to be able to continue to
attract and retain high performing Directors whose skills and
experience are well-suited to the Companies' requirements.
Having taken into account the overall performance of the
Companies, the Boards consider the fee increases proposed are
fair and reflective of market conditions.
If Resolution 2 is passed, the changes to the Directors’
remuneration will take effect on and from 14 November 2023.
Voting Restrictions
In accordance with NZX Listing Rule 2.11.1, the fees payable to
non-executive directors must be approved by an ordinary
resolution of the shareholders of the Company. In accordance
with NZX Listing Rule 6.3.1, no independent director or their
Associated Persons (as defined under the Listing Rules) can vote
on such resolutions, unless casting votes under an express proxy
of a person who is not disqualified from voting. Discretionary
proxies given to persons disqualified from voting will not be valid.
3. Remuneration of the Auditor
The proposed resolutions are to authorise the directors to fix the
auditor’s remuneration for the following year for the purposes of
section 207S of the Companies Act 1993.
Section 207T of the Companies Act 1993 provides that a
company’s auditor is automatically reappointed unless there is a
resolution or other reason for the auditor not to be reappointed.
The Companies (respectively) would like Ernst & Young to
continue as the Companies' auditor, and Ernst & Young has
indicated its willingness to continue in office. Pursuant to section
207T of the Companies Act 1993, Ernst & Young is automatically
reappointed at the annual meeting as auditor of the
Companies.
Section 207S of the Companies Act 1993 provides that the fees
and expenses of Ernst & Young as auditor are to be fixed by the
Companies at the Annual Meeting or in such a manner as the
Companies determine at the Annual Meeting. The Boards of the
Companies respectively propose that, consistent with past
practice, the auditor’s fees should be fixed by the directors.
4. Minor alterations to the constitutions
Resolutions 4 and 6 propose to make a minor alteration to the
constitution of Precinct and to the constitution of Precinct
Properties Investments to enable in each case proxy
appointment forms to either be sent “
or made available
” with
each notice of meeting of shareholders.
The effect of the change is that proxy forms will not need to be
enclosed with future notices of meeting, but instead Precinct
and Precinct Investments will be able to provide a URL link to
Computershare’s investor vote voting and proxy appointment
electronic facility.
Under the Companies Act 1993 alterations to the constitution
must be approved by “special resolution,” being 75% of
shareholders attending a meeting in person or by proxy.
The proposed alterations to the Companies' constitutions do not
impose or remove a restriction on the activities of the Companies
and accordingly no rights arise under section 110 of the
Companies Act 1993.
As required by NZX Listing Rule 2.19.1, Chapman Tripp has
provided an opinion to NZ RegCo that Chapman Tripp considers
that these amendments comply with the Listing Rules.
The Board recommends shareholders vote in favour of the
alterations to the Companies’ constitutions.
06
Important Information
Important Information
Transport
Public transport options are available via buses, trains and ferries
to the venue. For those who are driving, parking is available in
the Downtown Carpark, entry at 31 Customs Street West. From
Downtown Carpark, attendees can walk directly across the air
bridge through 188 Quay Street to the Commercial Bay Retail
Centre. Once in the Retail Centre, travel up one level and enter
level 2 of the PwC Tower. Please refer to the schedule of fees at
the carpark entry. Mobility parking is available in the Downtown
Carpark.
Hybrid Meeting
As noted above, the Company has decided to host its Annual
Meeting online as well as in person this year.
Our online meeting provides you the opportunity to participate
online using your smartphone, tablet or computer. If you choose
to attend online you will be able to view a live webcast of the
meeting, ask questions and submit your votes in real time. You
will need the latest version of Chrome, Safari or Edge. Please
ensure your browser is compatible.
In order to participate remotely you will need to visit https://
meetnow.global/nz.
Details of how to participate ‘virtually’ are included in the Virtual
Meeting Guide available at www.computershare.com/vm-
guide-nz. Shareholders are encouraged to review this guide prior
to the Annual Meeting.
If you have any questions, or need assistance with the online
process, please contact Computershare on +64 9 488 8777
between 8.30am and 5.00pm Monday to Friday.
Voting
Resolutions 1, 2, 3 and 5 are ordinary resolutions and are required
to be passed by a simple majority of the votes of those
shareholders who are entitled to vote and voting on the
resolution, in person or by proxy. Resolutions 4 and 6 are special
resolutions and are required to be passed by a majority of 75% of
votes of those shareholders who are entitled to vote and voting
on the resolution, in person or by proxy.
Voting entitlements will be determined as at 5.00pm (New
Zealand time) on Friday 10 November 2023. Registered
shareholders at that time will be the only persons entitled to vote
and only the shares registered in those shareholders' names at
that time may be voted at the meeting.
Shareholders may cast their votes using one of the following
options:
•
At the Annual Meeting: Shareholders present at the meeting
will be handed voting papers, which can be completed and
handed in at the conclusion of the meeting. Alternatively,
shareholders can vote online by attending the meeting
virtually through the Computershare Meeting Platform https://
meetnow.global/nz. Please refer to the Virtual Meeting Guide
available at www.computershare.com/vm-guide-nz for more
information. You will need the latest version of Chrome, Safari
or Edge to access the meeting. Please ensure your browser is
compatible.
•
Appoint a proxy to vote: You may appoint a proxy or
corporate representative (if the shareholder is a body
corporate) to attend the Annual Meeting, to act generally at
the meeting and to vote on your behalf. To do this, you
should complete the enclosed Proxy/Voting Form. You may
return your Proxy Form by:
– Completing the Proxy Form and posting it to the share
registrar; or
– Completing the Proxy/Voting Form online at
www.investorvote.co.nz
The Chair of the meeting is available to act as a proxy. If, in
appointing a proxy, you have inadvertently not named someone
to be your proxy (either online or on the enclosed proxy form),
the Chair of the meeting will be your proxy and will vote in
accordance with your express direction. All completed Proxy
Forms must be received by 11:30am Sunday 12 November 2023
to be effective.
• A proxy need not be a shareholder of the Company.
• The Chair of the meeting intends to vote all discretionary
proxies given to him in favour of resolutions 1 and 3 to 6.
• In relation to Resolution 2, the Chair will only be able to cast
votes if given an express proxy (discretionary proxies on
Resolution 2 will not be valid).
Voting on all resolutions put before the meeting will be
conducted by way of a poll only.
Yours faithfully,
Louise Rooney, Company Secretary
13 October 2023
Questions
If you have any questions, please contact Precinct
Investor Relations by telephone 0800 400 599 or Company
Secretary by e-mail companysecretary@precinct.co.nz.
---
Head Office Wellington Office
E hello@precinct.co.nz Level 12, 188 Quay Street, Auckland 1010 T 0800 400 599 Generator, 30 Waring Taylor Street, Wellington T 0800 400 599
W www.precinct.co.nz PO Box 5140, Auckland 1141, New Zealand PO Box 2, Wellington 6140, New Zealand
13 October 2023
Dear Shareholder,
2023 Annual Meeting of Shareholders
Precinct Properties New Zealand Limited ("Precinct") and Precinct Properties Investments Limited
("Precinct Investments") (together the "Companies")
On behalf of the Board of directors, I am pleased to invite you to the 2023 Annual Meeting of Shareholders. It will be
a hybrid meeting held in the Toroa Meeting Suite, Generator, Commercial Bay, PwC Tower, Level 2, 15 Customs St
West, Auckland on Tuesday 14 November 2023, or online at: https://meetnow.global/nz. Commencement at
11.30am (NZ time).
Attached to this letter is:
1. Notice of Annual Meeting which includes explanatory notes and important information.
2. Proxy/Voting Form for appointing a proxy to vote on your behalf.
Please read the documents noted above carefully.
A Virtual Meeting Guide which has instructions for attending the meeting online is available at
www.computershare.com/vm-guide-nz. Please note that attendance and participation at the virtual meeting will be
through a live webcast, accessed through an internet connected computer, smartphone, tablet or similar device.
You will need the latest version of Chrome, Safari or Edge. Please ensure your browser is compatible.
PRECINCT RESOLUTIONS
At the meeting, shareholders will be asked to consider and, if thought appropriate, pass the following three ordinary
resolutions and one special resolution. The Board is recommending that you vote in favour of each resolution.
Ordinary resolutions:
1. Election of Director - That Chris Meads be elected as a director of Precinct Properties New Zealand
Limited.
2. Directors’ Remuneration - That, in accordance with NZX Listing Rule 2.11.1, the amount payable to any
person who from time to time holds office as a Director of Precinct be increased pursuant to the per
position sums shown in the “Proposed Remuneration” column of the table contained in explanatory note
2, with effect from 14 November 2023.
3. Auditor's Remuneration - That the directors be authorised to fix the remuneration of Ernst & Young as
auditor for Precinct Properties New Zealand Limited for the ensuing year.
Head Office Wellington Office
E hello@precinct.co.nz Level 12, 188 Quay Street, Auckland 1010 T 0800 400 599 Generator, 30 Waring Taylor Street, Wellington T 0800 400 599
W www.precinct.co.nz PO Box 5140, Auckland 1141, New Zealand PO Box 2, Wellington 6140, New Zealand
Special resolution:
4. Minor alteration to constitution of Precinct - That the constitution of Precinct Properties New Zealand
Limited is amended by deleting clause 4 of Schedule 2 and substituting the following:
4 Proxy form must be sent or made available with notice
A proxy form must be sent or made available with each notice of meeting.
Details of the resolutions above are contained in the explanatory notes to the attached Notice of Meeting.
PRECINCT INVESTMENTS RESOLUTIONS
At the meeting, shareholders will be asked to consider and, if thought appropriate, pass the following one ordinary
resolution and one special resolution. The Board is recommending that you vote in favour of each resolution.
Ordinary resolution:
5. Auditor's Remuneration - That the directors be authorised to fix the remuneration of Ernst & Young as
auditor for Precinct Properties Investments Limited for the ensuing year.
Special resolution:
6. Minor alteration to constitution of Precinct Investments - That the constitution of Precinct Properties
Investments Limited is amended by deleting clause 4 of Schedule 2 and substituting the following:
4 Proxy form must be sent or made available with notice
A proxy form must be sent or made available with each notice of meeting.
Details of the resolutions above are contained in the explanatory notes to the attached Notice of Meeting.
QUESTIONS
Shareholders present at the meeting will have the opportunity to ask questions during the meeting, in-person or
virtually via the webcast portal, but it may not be possible to address all questions in the time available.
Therefore, the Board is offering shareholders the opportunity to ask questions in advance of the annual meeting and
encourages shareholders to send their questions in advance. If you would like to ask a question, please either email
your question to companysecretary@precinct.co.nz or post your question to the Company Secretary, Precinct
Properties New Zealand Limited, PO Box 5140 Auckland 1141, New Zealand. Please include your name and
shareholder number with your question.
During the meeting the Board intends to answer as many of the most frequently asked questions as is reasonably
practicable. All questions need to be received by Precinct by 11.30am (New Zealand time) on Thursday, 9
November 2023.
Head Office Wellington Office
E hello@precinct.co.nz Level 12, 188 Quay Street, Auckland 1010 T 0800 400 599 Generator, 30 Waring Taylor Street, Wellington T 0800 400 599
W www.precinct.co.nz PO Box 5140, Auckland 1141, New Zealand PO Box 2, Wellington 6140, New Zealand
VOTING/PROXY
Votes can be lodged by attending the physical meeting, during the virtual meeting, or by appointing a proxy to vote
on your behalf.
To appoint a proxy you have two options, either:
a) complete and return the enclosed Proxy/Voting Form to Computershare Investor Services: Level 2, 159
Hurstmere Road, Takapuna, Auckland, New Zealand or Private Bag 92119, Victoria Street West, Auckland
1142, New Zealand; or
b) complete your proxy appointment online at www.investorvote.co.nz.
Please note for your proxy to be effective it must be received by 11.30am (New Zealand time) on Sunday, 12
November 2023.
UNDIRECTED PROXIES
If you appoint me or another director as a proxy, please ensure you direct how you wish to vote by marking the
appropriate box opposite each item of business. All undirected proxies will be cast in favour of resolutions 1 and 3 to
6. In relation to Resolution 2 (Director’s Remuneration), I, or another director, will only be able to cast your vote if
given an express proxy and discretionary proxies on Resolution 2 will not be valid (due to voting restrictions, as
detailed in the explanatory notes to the attached Notice of Meeting).
AFTER THE MEETING
For those attending the physical meeting, we would also like to invite you to join the Board and Executive team of
Precinct for light refreshments following the conclusion of the meeting.
Should you have any questions regarding the meeting format or voting process, Computershare our share registrar
can be contacted at: enquiry@computershare.co.nz or +64 9 488 8777 between 8.30am and 5.00pm, Monday to
Friday
Yours sincerely,
Independent Director and Chair
---
Go online to lodge your proxy or turn over to complete the form.
Lodge your proxy
Please refer to the Virtual Meeting Guide available at
www.computershare.com/vm-guide-nz for more information.
You will need the latest version of Chrome, Safari or Edge to access the meeting.
Please ensure your browser is compatible. If you appoint a proxy to cast your vote,
you are still able to attend the meeting virtually through the Computershare Meeting
Platform, however, you will not be able to cast your votes held by your proxy.
For any assistance with the online process, you may contact Computershare on
+64 9 488 8777 between 8.30am-5.00pm Monday to Friday.
Signing Instructions for Postal Proxies
Individual
Where the holding is in one name, the securityholder must sign.
Joint Holding
Where the holding is in more than one name, all of the securityholders should sign.
Power of Attorney
If this Proxy Form has been signed under a power of attorney, a copy of the power
of attorney (unless already deposited with the Company) and a signed certificate of
non-revocation of the power of attorney must be produced to the Company with this
Proxy Form.
Companies
This form must be signed by a Director jointly with another Director or a Sole Director
can also sign alone. Please sign in the appropriate place and indicate the office held.
Comments & Questions
Shareholders present at the meeting will have the opportunity to ask questions
during the meeting, in-person or virtually via the webcast portal. Also, the Board is
offering shareholders the opportunity to ask the Board questions in advance of the
annual meeting. If you would like to ask a question, please either email your question
to companysecretary@precinct.co.nz or post your question to the Company Secretary,
Precinct Properties New Zealand Limited, PO Box 5140 Auckland 1141, New Zealand.
Please include your name and shareholder number with your question. During the
meeting the Board intends to answer as many of the most frequently asked questions
as is reasonably practicable. All questions need to be received by Precinct by
11:30am (New Zealand time) on Thursday, 9 November 2023. Please note that no
amendments to resolutions proposed will be accepted.
Online
www.investorvote.co.nz
By Mail
Computershare Investor Services Limited
Private Bag 92119 Auckland 1142 New Zealand
How to Vote on Items of Business
All your securities will be voted in accordance with your directions.
Appointment of Proxy
If you do not plan to attend the meeting, you may appoint a proxy. The Chair of the
meeting, or any other director, is willing to act as proxy for any shareholder who wishes
to appoint him or her for that purpose. To do this, enter ‘the Chair’ or the name of your
proxy in the space allocated in ‘Step 1’of this form. If, in appointing a proxy, you have
inadvertently not named someone to be your proxy (either online or on the enclosed
proxy form) the Chair of the meeting will be your proxy and will vote only in accordance
with your express direction. In the absence of express instructions, votes will be cast
in favour of resolutions 1 and 3 to 6. In relation to Resolution 2, the Chair or any other
director will only be able to cast votes if given an express proxy (discretionary
proxies on Resolution 2 will not be valid). Alternatively you can appoint a proxy online
at www.investorvote.co.nz.
Voting of your holding
Direct your proxy how to vote by marking one of the boxes opposite each item of
business. If you do not mark a box your proxy may vote as they choose. In the absence
of express instructions the Chair or any director appointed proxy will vote in favour
of resolutions 1 and 3 to 6. In relation to Resolution 2, proxies given to the Chair or a
director will only be able to be cast if an express proxy has been given. If you mark
more than one box on an item your vote will be invalid on that item. Voting
entitlements for the meeting will be determined as at 5.00pm (New Zealand time)
on Friday, 10 November 2023. Registered shareholders at that time will be the only
persons entitled to vote and only the shares registered in those shareholders’
names at that time may be voted.
In accordance with the updated NZX Listing Rules, voting on all resolutions put before
the meeting will be conducted by poll.
Attending the Meeting in Person
Bring this form to assist registration. If a representative of a corporate securityholder or
proxy is to attend the meeting you will need to provide the appropriate “Certificate of
Appointment of Corporate Representative” prior to admission.
Attending the Meeting Virtually
Shareholders can attend the meeting virtually through the Computershare Meeting
Platform https://meetnow.global/nz. To access the meeting, click ‘Go’ under the
Precinct Properties Group meeting and then click ‘JOIN MEETING NOW’. By using the
meeting platform, you will be able to watch the meeting, vote and ask questions online
using your smartphone, tablet or desktop device.
For all enquiries contact
Your secure access information
Control Number: CSN/Securityholder Number:
PLEASE NOTE: You will need your CSN/Shareholder Number and postcode or country of residence (if outside New Zealand) to
securely access InvestorVote and then follow the prompts to appoint your proxy and exercise your vote online.
+64 9 488 8777
corporateactions@computershare.co.nz
Proxy/Voting Form
Lodge your proxy online, 24 hours a day, 7 days a week:
www.investorvote.co.nz
Scan the QR code to vote now.
Smartphone?
For your proxy to be effective it must be received by 11:30 am on Sunday, 12 November 2023.
Precinct Properties New Zealand Limited
Precinct Properties Investments Limited
If your proxy is not the Chair of the Meeting or any other director of the Company, please ensure that you provide their contact details (phone and
email address). If this information is not provided, we cannot guarantee remote admission to the virtual meeting for your proxy.
Proxy contact Details (Phone):
and (Email):
Precinct Properties New Zealand Limited Resolutions - Ordinary Resolutions
Resolution 1
That Chris Meads be elected as a director of Precinct Properties New Zealand Limited.
Resolution 2
That, in accordance with NZX Listing Rule 2.11.1, the amount payable to any person who from time to time
holds office as a Director of Precinct be increased pursuant to the per position sums shown in the “Proposed
Remuneration” column of the table contained in explanatory note 2, with effect from 14 November 2023.
Resolution 3
That the directors be authorised to fix the remuneration of Ernst & Young as auditor for Precinct Properties New
Zealand Limited for the ensuing year.
Special Resolution
Resolution 4
That the constitution of Precinct Properties New Zealand Limited is amended by deleting clause 4 of
Schedule 2 and substituting the following:
4 Proxy form must be sent or made available with notice.
A proxy form must be sent or made available with each notice of meeting.
Precinct Properties Investments Limited Resolutions - Ordinary Resolution
Resolution 5
That the directors be authorised to fix the remuneration of Ernst & Young as auditor for Precinct Properties
Investments Limited for the ensuing year.
Special Resolution
Resolution 6
That the constitution of Precinct Properties Investments Limited is amended by deleting clause 4 of
Schedule 2 and substituting the following:
4 Proxy form must be sent or made available with notice.
A proxy form must be sent or made available with each notice of meeting.
Please note: If you mark the Abstain box for an item, you are directing your proxy not to vote on your behalf and your votes will not be counted in
computing the required majority.
Proxy/Corporate Representative Form
ATTENDANCE SLIP
Annual Meeting of Precinct Properties New Zealand Limited and Precinct
Properties Investments Limited to be held in the Toroa Meeting Suite,
Generator, Commercial Bay, PwC Tower, Level 2, 15 Customs Street West,
Auckland at 11.30am on Tuesday, 14 November 2023.
Signature of Shareholder(s) This section must be completed.
SIGN
or Sole Director/Directoror Director (if more than one)
SecurityholderSecurityholder 2Securityholder 3
Contact Name Contact Daytime Telephone Date
Items of Business - Voting Instructions/Ballot Paper
STEP 2
Proxy
DiscretionFor
Against
Abstain
Proxy
DiscretionFor
Against
Abstain
Appoint a Proxy to Vote on Your Behalf
Elect Electronic Communications
STEP 1
appointof
or failing him/her
of
I/We being a shareholder/s of
Precinct Properties New Zealand Limited and Precinct Properties Investments Limited
Want to receive your communications quickly? Elect electronic communications by providing your email address below
(By providing an email address above it is acknowledged that all communications for my portfolio will be received electronically where offered)
Email Address
as my/our proxy to act generally at the meeting on my/our behalf and to vote in accordance with the following directions at the Annual Meeting of Precinct Properties
New Zealand Limited and Precinct Properties Investments Limited to be held in the Toroa Meeting Suite, Generator, Commercial Bay, PwC Tower, Level 2,
15 Customs Street West, Auckland at 11.30am on Tuesday, 14 November 2023 and to vote as my/our proxy thinks fit (to the extent permitted by law and relevant
listing rules) on any resolution at the Annual Meeting (or any adjournment thereof) so as to give effect to my/our intention as set out below where possible.
Precinct Properties New Zealand Limited
Precinct Properties Investments Limited
---
Attending the meeting online
Our online meeting provides you the opportunity to
participate online using your smartphone, tablet or computer.
If you choose to attend online you will be able to view a live
webcast of the meeting, ask questions and submit your
votes in real time.
You
will need the latest version of Chrome, Safari or
Edge. Please ensure your browser is compatible.
HOW TO PARTICIPATE IN VIRTUAL/HYBRID MEETINGS
Visit https://meetnow.global/nz
When successfully authenticated, the home screen
will be displayed. You can watch the webcast, vote,
ask questions, and view meeting materials in the
documents folder. The image highlighted blue
indicates the page you have active.
The webcast will appear and begin automatically
once the meeting has started.
Voting
Resolutions will be put forward once voting is
declared open by the Chair. Once the voting has
opened, the resolution and voting options will appear.
To vote, simply select your voting direction from the
options shown on screen. You can vote for all
resolutions at once or by each resolution.
Your vote has been cast when the green tick appears.
To change your vote, select ‘Change Your Vote’.
Q&A
Any eligible shareholder/proxy attending the meeting
r
emotely is eligible to ask a question.
S
elect the Q&A tab and type your question into the
box at the bottom of the screen and press 'Send'.
Navigation
Access
Access the online meeting at
https://meetnow.global/nz, and select the required
meeting. Click 'JOIN MEETING NOW'.
If you are a shareholder:
Select 'Shareholder' on the login screen and enter
your CSN/Holder Number and Post Code. If you are
outside New Zealand, simply select your country
from the drop down box instead of the post code.
Accept the Terms and Conditions and click Continue.
If you are a guest:
Select Guest on the login screen. As a guest, you will
be prompted to complete all the relevant fields
including title, first name, last name and email
address.
Please note, guests will not be able to ask questions
or vote at the meeting.
If you are a proxy holder:
You will receive an email invitation the day before the
meeting to access the online meeting. Click on the
link in the invitation to access the meeting.
Contact
If you have any issues accessing the website please
c
all +64 9 488 8700.
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.