Precinct Properties New Zealand Limited logo

PCT Notice of Meeting 2023

AGM12 October 2023PCTReal Estate

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.