Notice of Annual Meeting
a
ANNUAL
MEETING
20
24
Notice of
2024
Annual
Meeting
of shareholders
PROPERTY FOR INDUSTRY LIMITED
Attendees have the option of attending online or
in person at the Tuhono Room, Ground Floor
Lobby, HSBC Tower, 188 Quay Street,
Auckland CBD, Auckland 1010
NOTICE IS GIVEN that the annual meeting of the shareholders of Property for Industry Limited
(PFI, the Company) will be held on:
03
WEDNESDAY
APRIL 2024
COMMENCING AT:
AM
11
.
00
1
PROPERTY FOR INDUSTRY LIMITED ANNUAL MEETING 2024
Resolution 1:
That David Thomson, who
retires and is eligible for
election, be elected as a
Director of the Company.
Resolution 2:
That Jeremy Simpson
(appointed by the Board as a
Director on 27 February 2024),
who retires and is eligible for
election, be elected as a
Director of the Company.
By order of the Board of Directors.
Anthony Beverley
Chair
AGENDA
01
02
03
BOARD AND
MANAGEMENT TEAM
PRESENTATIONS
SHAREHOLDER
DISCUSSION
ORDINARY
RESOLUTIONS
04
GENERAL
BUSINESS
The Board recommends that you vote in favour of each of the
above resolutions.
The Board notes that Gregory Reidy is retiring as a Director by rotation
and has chosen not to stand for re-election. The Board also notes that,
as announced on 19 February 2024, Anthony Beverley will step down as
Board Chair at the conclusion of the Annual Meeting, following which
Dean Bracewell will take on the role of Board Chair.
Resolution 3:
That the Directors are authorised
to fix the fees and expenses of the
auditors, PricewaterhouseCoopers
Auckland.
2
EXPLANATORY NOTES ORDINARY RESOLUTIONS
ELECTION OF DAVID THOMSON
The NZX Listing Rules state
Directors must not hold office
(without re-election) past the
third annual meeting following
the Director’s appointment, or
three years, whichever is longer.
Accordingly, David Thomson is
required to retire at this meeting.
David, being eligible, offers
himself for re-election, and the
Board unanimously supports his
re-election.
Having regard to the factors
described in the NZX Corporate
Governance Code that may
impact director independence,
the Board considers David
Thomson will be an Independent
Director, if re-elected.
David has been a Director of
PFI since 2018 and was last re-
elected in May 2021. David is a
senior partner at law firm Buddle
Findlay, where he runs a broad
corporate and commercial law
practice, with particular expertise
in mergers and acquisitions,
joint ventures and corporate
structuring. He has over 30 years’
legal experience including over 21
years at partner level, and was a
member of Buddle Findlay’s board
for seven years. David advises
a wide range of New Zealand
and international businesses,
and significant public-sector
clients including the University
of Auckland, Eke Panuku
Development Auckland, Auckland
Council, Auckland Transport,
Victoria University of Wellington,
Museum of New Zealand Te Papa
Tongarewa, and New Zealand
Blood and Organ Service.
David was raised in Christchurch,
where he completed commerce
and law degrees at the University
of Canterbury. He then practiced
law in Wellington and London,
before returning to Buddle
Findlay in 2000 and becoming a
partner of the firm in Auckland
in 2002.
David is currently a member
of the People Committee (and
will become Chair of the People
Committee effective from the
close of the Annual Meeting),
a member of the Audit and
Risk Committee, and the
Director representative on the
Treasury Committee.
ELECTION OF JEREMY SIMPSON
The Company’s constitution and
the NZX Listing Rules require
that any person appointed as
a Director by the Board must
retire at the next annual meeting
but shall be eligible for election
at the meeting. Being eligible
to do so, Jeremy Simpson
is seeking election, and the
Board unanimously supports
his election.
Having regard to the factors
described in the NZX Corporate
Governance Code that may
impact director independence,
the Board considers Jeremy
Simpson will be an Independent
Director, if elected.
Jeremy joined the Board of PFI
in February 2024. Jeremy has
had a career of over 30 years in
financial markets in New Zealand
and Australia, including 27 years
as an equity analyst culminating
with a Senior Equity Analyst /
Director role at Forsyth Barr from
2002 to 2021. Among the various
sectors he researched, the listed
property sector was a particular
focus, and Jeremy had a top three
market analyst rating for many of
those years.
Jeremy completed a BCA in
Accounting from Victoria
University of Wellington. He is
a Chartered Financial Analyst
(CFA) and for around 10 years
was a Director of the Chartered
Financial Analyst Society of
NZ. Jeremy is also a Chartered
Member of the Institute
of Directors and a Trustee
for the Pinc & Steel Cancer
Rehabilitation Foundation NZ.
AUDITOR’S FEES AND EXPENSES
Section 207T of the
Companies Act 1993 provides
that a company’s auditor is
automatically reappointed
unless the shareholders resolve
to appoint a replacement
auditor or there is some other
reason for the auditor not to
be reappointed. The Company
wishes PricewaterhouseCoopers
to continue as the auditor
of the Company, and
PricewaterhouseCoopers has
indicated its willingness to
continue in office.
Section 207S of the Companies
Act 1993 provides that the fees
and expenses of the auditor
are to be fixed in such manner
as the company determines at
the annual meeting. The Board
recommends that, consistent
with usual practice, the auditor’s
fees and expenses be fixed by
the Directors.
RESOLUTION 01.
RESOLUTION 02.
RESOLUTION 03.
3
PROPERTY FOR INDUSTRY LIMITED ANNUAL MEETING 2024
Hybrid Meeting
PFI will host its Annual Meeting
online as well as in person this
year. Shareholders can participate
in the annual meeting virtually
through the web platform https://
meetnow.global/nz and selecting
the required meeting.
Please refer to the Virtual
Meeting Guide available at www.
computershare.com/vm-guide-nz
for more information.
To participate, shareholders will
need their CSN/Holder Number
and Post Code. Shareholders’ can
find their CSN numbers on their
Voting/Proxy Form. Shareholders
will be able to view presentations,
ask questions, cast their vote and
view meeting materials from
their own computers, mobiles or
similar devices.
Voting
Voting at the annual meeting
shall be decided by a poll of PFI
shareholders entitled to vote
and voting. Set out below are
details on voting matters for the
annual meeting.
A Voting/Proxy Form for use at
the annual meeting is enclosed
with this notice of meeting. If
you are attending in person, you
should bring this form to the
meeting as it also constitutes your
voting paper.
PROCEDURAL
NOTES
Entitlement to Vote
Every PFI shareholder whose
name is registered in the share
register as at 5.00pm on Thursday,
28 March 2024 and who is
present at the meeting in person,
virtually, by proxy, or in the case of
a body corporate shareholder, by
representative, can vote in respect
of Resolutions 1, 2 and 3 and shall
have one vote in respect of every
fully paid PFI share held by that
PFI shareholder at that time.
How to vote
PFI shareholders can vote in any
one of the following ways:
• virtually (please refer to the
instructions in the Virtual
Meeting Guide);
4
• in person;
• by appointing a proxy online at
www.investorvote.co.nz;
• by appointing a proxy using the
enclosed form; or
• by representative (if the
shareholder is a body
corporate).
Proxies and Corporate
Representatives
Any shareholder who is entitled
to vote at the annual meeting
may appoint a proxy (or in the
case of a corporate shareholder,
a representative) to attend and
vote in your place. A proxy or
representative need not be a
shareholder of the Company.
You may direct your proxy or
representative to vote, or give
your proxy or representative a
discretion to vote how he/she
sees fit. If you wish to give your
proxy or representative such
discretion you should mark the
box accordingly. If you do not
mark any box then your direction
is to abstain.
A Voting/Proxy Form is attached
to this notice of meeting. If you
wish to appoint a proxy to vote on
your behalf, you must complete
the Voting/Proxy Form and
produce it to the Company so as
to be received (either by post or
online) no later than 11.00am on
Monday, 1 April 2024.
If you have any questions, or for more information, please contact PFI’s Chief Finance
and Operating Officer,
Craig Peirce on +64 9 303 9651
or email peirce@propertyforindustry.co.nz
Alternatively, shareholders can
appoint a proxy online at www.
investorvote.co.nz in accordance
with the instructions set out in
the enclosed Voting/Proxy Form.
The Chair of the Company is
willing to act as proxy. If you
appoint the Chair as proxy but
do not direct him how to vote
on any particular matter, then
the Chair intends to vote in
favour of each of the resolutions.
If, in appointing a proxy, you
have inadvertently not named
someone to be your proxy but
otherwise completed the Voting/
Proxy Form in full, or your
named proxy does not attend
the meeting, the Chair of the
Meeting will be your proxy and
will vote in accordance with your
express direction.
Required Votes
Resolutions 1, 2 and 3 are
ordinary resolutions that each
require a simple majority of more
than 50% of the valid votes cast at
the annual meeting.
Shareholder Questions
Shareholders present at
the meeting will have the
opportunity to ask questions
during the meeting. Please
refer to the instructions in the
Virtual Meeting Guide on how
shareholders can ask a question if
attending virtually.
In addition, shareholders have
the opportunity to ask questions
in advance of the meeting. If you
would like to ask a question please
either email your question to
info@propertyforindustry.co.nz
with ‘Annual Meeting Question’
in the subject line, or post your
question to the Chief Finance
and Operating Officer, Property
for Industry Limited, PO Box
1147, Shortland Street, Auckland
1140. Please include your name
and shareholder number. During
the meeting, the Board intends
to answer as many of the most
frequently asked questions as
is reasonably practicable. All
questions should be received by
PFI by 5.00pm on Monday, 25
March 2024.
Presentations
The presentations from the
annual meeting will be released
to the NZX and published on
the Company website at https://
www.propertyforindustry.co.nz/
investor-centre/annual-meeting/
prior to, or during, the meeting.
A summary of the meeting and
the results of voting will be
released to the NZX as soon as
practicable following the close of
the annual meeting.
MORE INFORMATION
Tuhono Room,
Ground Floor
Lobby,
HSBC Tower,
188 Quay Street,
Auckland CBD.
Wednesday
03 April
2024
11.00am
Phone: +64 (9) 303 9450
www.propertyforindustry.co.nz
LOCATION
TRANSPORT AND PARKING
Shareholders may use the public transport options
available to get to the venue, including bus, train and
ferry. 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 through to the lobby of the HSBC tower at
188 Quay Street. Please refer to the schedule of fees
at the carpark entry. Mobility parking is available in
the Downtown Carpark.
PROPERTY FOR INDUSTRY LIMITED
Level 4, Hayman Kronfeld Building
15 Galway Street
Auckland 1010
PO Box 1147
Shortland Street
Auckland 1140
QUAY ST
LOWER ALBERT ST
STURDEE ST
CUSTOMS ST WEST
LOWER HOBSON ST
Tuhono
Room
Commercial Bay
Quay St entrance
►
►
DOWNTOWN CARPARK
Entrance
Walk through
via carpark
HSBC TOWER
►
AMP Centre
M Social Auckland
Lower Albert St
Bus Interchange
►
►
Britomart Train Station
►►►►
►
►
►
►
►
►
►
►
►
Lift
Lobby
---
Your secure access information
Control Number: CSN/Shareholder Number:
PLEASE NOTE: You will need your CSN/Shareholder Number and post code to appoint your proxy online.
Go online to appoint your proxy, or turn over to complete the form
Voting/Proxy Form: Property for Industry Limited Annual Meeting, 11am on 3 April 2024
Voting
Voting at the annual meeting shall be decided by a poll of PFI shareholders entitled to
vote and voting. Set out below are details on voting matters for the annual meeting.
Every PFI shareholder whose name is registered in the share register as at 5.00pm on
Thursday, 28 March 2024 and who is present at the meeting in person, virtually, by
proxy, or in the case of a body corporate shareholder, by representative, can vote in
respect of Resolutions 1, 2 and 3 and shall have one vote in respect of every fully
paid PFI share held by that PFI shareholder at that time.
Resolutions 1, 2 and 3 are ordinary resolutions that each require a simple majority of
more than 50% of the valid votes cast at the annual meeting.
How to Vote
PFI shareholders can vote in any one of the following ways:
§ virtually (please refer to the instructions in the “Virtual Meeting Guide”);
§ in person;
§ by appointing a proxy online at www.investorvote.co.nz;
§ by appointing a proxy using this form; or
§ by representative (if the shareholder is a body corporate).
Appointment of Proxy
Any shareholder who is entitled to vote at the annual meeting may appoint a proxy (or in the
case of a corporate shareholder, a representative) to attend and vote in your place. A proxy or
representative need not be a shareholder of the Company. You may direct your proxy or
representative to vote, or give your proxy or representative a discretion to vote how he/she
sees fit. If you wish to give your proxy or representative such discretion you should mark the
boxes overleaf accordingly. If you do not mark any box then your direction is to abstain.
The Chair of the Company is willing to act as proxy. If you appoint the Chair as proxy but do
not direct him how to vote on any particular matter, then the Chair intends to vote in favour
of each of the resolutions. If, in appointing a proxy, you have inadvertently not named
someone to be your proxy but otherwise completed the Voting/Proxy Form in full, or your
named proxy does not attend the meeting, the Chair of the Meeting will be your proxy and
will vote in accordance with your express direction.
Signing Instructions for Postal Forms
Individual
Where a shareholder is an individual, this Voting/Proxy Form must be signed by the shareholder
or his or her duly authorised attorney.
Companies
Where a shareholder is a company, this Voting/Proxy Form must be signed by a director or a
duly authorised attorney or officer.
Trusts
Where a shareholder is a trust, this Voting/Proxy Form should be signed as above by at least
one trustee in accordance with the relevant trust deed (using the rules for an individual or a
company, depending upon whether the trustee is an individual or a company).
Partnerships
Where a shareholder is a partnership, this Voting/Proxy Form should be signed as above by at
least one partner in accordance with the rules governing the partnership (using the rules for an
individual or a company, depending upon whether the partner is an individual or a company).
Joint Shareholders
At least one joint shareholder should sign this Voting/Proxy Form (on behalf of all joint
shareholders). In the case of joint shareholders, if the shareholders appoint different voting
proxies, the vote of the proxy appointed by the first named joint shareholder will be counted.
Seniority shall be determined by the order in which names stand in Property for Industry
Limited’s share register.
Power of Attorney
If this Voting/Proxy Form is completed by an attorney, the power of attorney or a certified copy
must, if not previously produced to Property for Industry Limited, accompany the Voting/Proxy
Form together with a completed certificate of non-revocation of authority.
Body Corporate
A body corporate shareholder may appoint a representative on its behalf in the same manner
as if it were appointing a proxy, provided that the Chair of the meeting, the Board, or the persons
checking the entitlement of people to attend a meeting, shall waive any time limit for prior notice
in respect of a corporation in favour of a person who at a meeting can produce reasonable
evidence of their authority to represent the corporation.
Appoint your proxy
Online
www.investorvote.co.nz
By Mail
Computershare Investor Services Limited
Private Bag 92119, Auckland 1142, New Zealand
For all enquiries contact
+64 9 488 8777
corporateactions@computershare.co.nz
Appoint your proxy online, 24 hours a day, 7 days a week:
www.investorvote.co.nz
Scan the QR code to appoint your proxy now.
Smartphone?
For your vote to be effective by proxy, the Voting/Proxy Form must be received by 11.00am on Monday, 1 April 2024.
HYBRID MEETING
PFI will host its Annual Meeting online as well as in person this year. Shareholders can participate in the annual meeting virtually
through the web platform https://meetnow.global/nz and selecting the required meeting. Please refer to the Virtual Meeting Guide available
at www.computershare.com/vm-guide-nz for more information.
ATTENDANCE SLIP
Proxy/Corporate Representative Form
Appoint a Proxy to Vote on Your Behalf
STEP 1
hereby appointof
or failing him/herof
as my/our Proxy to exercise my/our vote in accordance with my/our directions at the Annual Meeting of the Shareholders of Property for Industry Limited to be held
at the Tuhono Room, Ground Floor Lobby, HSBC Tower, 188 Quay Street, Auckland CBD, Auckland 1010, or virtually, on Wednesday, 3 April 2024 commencing at
11.00am and at any adjournment of that meeting, and to vote as my/our proxy thinks fit on any resolution to amend the resolution, on the resolution so amended and on any
other resolution proposed at the meeting (or any adjournment) so as to give effect to my/our intention as set out below where possible.
I/We being a shareholder/s of Property for Industry Limited
Items of Business - Voting Instructions
STEP 2
Please note: Unless otherwise instructed, the proxy may vote or abstain from voting as he or she thinks fit.
Signature of Shareholder(s) This section must be completed.
SIGN
or director or duly authorised officer or attorney
Shareholder1Shareholder2Shareholder3
Contact Name Contact Daytime Telephone Date
Resolutions: Annual Meeting
1.
That David Thomson, who retires and is eligible for election, be elected as a Director of the Company.
2.
That Jeremy Simpson (appointed by the Board as a Director on 27 February 2024), who retires and is eligible for election, be
elected as a Director of the Company.
3.
That the Directors are authorised to fix the fees and expenses of the auditors, PricewaterhouseCoopers Auckland.
For
Against
Abstain
Proxy
Discretion
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):
Shareholders can still attend the meeting electronically, even if they have appointed a proxy
(although they will not be able to vote if a proxy has been appointed).
Annual Meeting of the Shareholders of Property for
Industry Limited to be held at the Tuhono Room, Ground
Floor Lobby, HSBC Tower, 188 Quay Street, Auckland
CBD, Auckland 1010, or virtually, on Wednesday, 3 April
2024 commencing at 11.00am.
---
NZX and media
announcement
—
29 February 2024
Page 1
NOTICE OF ANNUAL MEETING
Property for Industry Limited (PFI, the Company) has provided NZX with a copy of the Notice of Meeting
and Voting / Proxy form.
Please refer to the Virtual Meeting Guide available at www.computershare.com/vm-guide-nz for
information on how to participate virtually.
These materials will be emailed / mailed to shareholders and are also available on the PFI website,
www.propertyforindustry.co.nz/investor-centre/annual-meeting.
Attendees have the option of attending online, or in person at the Tuhono Room, Ground Floor Lobby,
HSBC Tower, 188 Quay Street, Auckland CBD, Auckland 1010.
ENDS
ABOUT PFI & CONTACT
PFI is an NZX listed property vehicle specialising in industrial property. PFI’s nationwide portfolio of 92 properties is leased to
around 126 tenants.
For further information please contact:
SIMON WOODHAMS
Chief Executive Officer
----
Phone: +64 21 749 770
Email: woodhams@pfi.co.nz
CRAIG PEIRCE
Chief Finance and Operating Officer
----
Phone: +64 21 248 6301
Email: peirce@pfi.co.nz
----
Property for Industry Limited
Level 4, Hayman Kronfeld Building, 15 Galway Street,
Auckland 1010
PO Box 1147, Shortland Street, Auckland 1140
www.propertyforindustry.co.nz
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.
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