Property for Industry Limited logo

Notice of Annual Meeting

AGM28 February 2024PFIReal Estate

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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