Precinct Properties New Zealand Limited logo

PCT Notice of Meeting 2024

AGM13 October 2024PCTReal Estate

Precinct Auckland Head Office Wellington Office
E hello@precinct.co.nz Level 12, 188 Quay Street, Auckland 1010 T 0800 400 599 Level 3, 31 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 – 14 October 2024

PCT Notice of Meeting 2024

Precinct Properties New Zealand Limited ("Precinct Properties") and Precinct Properties

Investments Limited ("Precinct Investments") (together the "Companies" or "Precinct") advise

that their consolidated Annual Meeting of shareholders will be held on Friday 15 November

2024, commencing at 11:30 am (NZDT).

It will be a hybrid meeting held at Toroa Meeting Suite, Generator, Commercial Bay, PwC

Tower, Level 2, 15 Customs Street 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.

• Precinct Properties Resolutions.

• Precinct Investments Resolutions.

• Other business.

Precinct Properties Resolutions

To consider, and if thought appropriate, pass the following ordinary resolutions:

1. Election of Director

That Alison Barrass be elected as a Director of Precinct Properties New Zealand Limited. See

explanatory note 1.

2. Re-election of Director

That Nicola Greer, who retires by rotation and has offered herself for re-election, be re-

elected as a Director of Precinct Properties New Zealand Limited. See explanatory note 2.

3. Re-election of Director

That Chris Judd, who retires by rotation and has offered himself for re-election, be re-elected

as a Director of Precinct Properties New Zealand Limited. See explanatory note 3.

4. Re-election of Director

That Mark Tume, who retires by rotation and has offered himself for re-election, be re-

elected as a Director of Precinct Properties New Zealand Limited. See explanatory note 4.

5. 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 5.



Precinct Auckland Head Office Wellington Office

E hello@precinct.co.nz Level 12, 188 Quay Street, Auckland 1010 T 0800 400 599 Level 3, 31 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

To consider, and if thought appropriate, pass the following special resolution:

6. Alteration to constitution of Precinct Properties

That the existing constitution of Precinct Properties New Zealand Limited is altered by

deleting clause 35, the last sentence in clause 36.1 and clause 39.6. See explanatory note 6.

Precinct Investments Resolution

To consider, and if thought appropriate, pass the following ordinary resolution:

7. 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 5.

Other business

To consider any other matter that may properly be brought before the meeting.


The notice of meeting to shareholders of Precinct Properties and Precinct Investments,

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 (NZDT) on

Wednesday, 13 November 2024.


Ends

For further information, please contact:

Louise Rooney

General Counsel & Company Secretary

Office +64 21 294 3189

Email: louise.rooney@precinct.co.nz









Precinct Auckland Head Office Wellington Office

E hello@precinct.co.nz Level 12, 188 Quay Street, Auckland 1010 T 0800 400 599 Level 3, 31 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

About Precinct

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 city centre real estate in Auckland

and Wellington. Precinct is predominantly invested in office buildings and also includes

investment in Generator, Commercial Bay retail and a multi-unit residential development

business. As at 30 June 2024, Precinct's directly-held portfolio (on-completion value) totalled

$3.3 billion and Precinct had a further $1.6 billion of capital partnering assets under

management: $1.1 billion of these were assets in which Precinct holds a minority interest; with

the balance being managed on behalf of third party partners. 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 NZ and Precinct Investments Limited 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.

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Notice of
Meeting

Notice of Meeting
Annual Meeting of Shareholders 2024

Precinct Properties New Zealand Limited ("Precinct

Properties") and Precinct Properties Investments Limited

("Precinct Investments") (together the "Companies"

or "Precinct")

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 Properties and Precinct Investments to provide

consolidated notices of meetings to shareholders.

Date

Friday 15 November 2024

Time

11:30 am (NZDT)

Venue

Toroa Meeting Suite,

Generator, Commercial Bay,

PwC Tower, Level 2,

15 Customs Street West,

Auckland. Or online at

https://meetnow.global/nz

02

Agenda
• Chair's address to shareholders.

• CEO’s address to shareholders.

• Shareholder questions and discussion.

• Precinct Properties Resolutions.

• Precinct Investments Resolutions.

• Other business.

Precinct Properties Resolutions

To consider, and if thought appropriate, pass the

following ordinary resolutions:

1. Election of Director

That Alison Barrass be elected as a Director of Precinct

Properties New Zealand Limited. See explanatory note 1.

2. Re-election of Director

That Nicola Greer, who retires by rotation and has offered

herself for re-election, be re-elected as a Director of

Precinct Properties New Zealand Limited. See explanatory

note 2.

3. Re-election of Director

That Chris Judd, who retires by rotation and has offered

himself for re-election, be re-elected as a Director of

Precinct Properties New Zealand Limited. See explanatory

note 3.

4. Re-election of Director

That Mark Tume, who retires by rotation and has offered

himself for re-election, be re-elected as a Director of

Precinct Properties New Zealand Limited. See explanatory

note 4.

5. 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 5.

To consider, and if thought appropriate, pass the

following special resolution:

6. Alteration to constitution of Precinct Properties

That the existing constitution of Precinct Properties New

Zealand Limited is altered by deleting clause 35, the last

sentence in clause 36.1 and clause 39.6. See explanatory

note 6.

Precinct Investments Resolution

To consider, and if thought appropriate, pass the

following ordinary resolution:

7. 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 5.

Other business

To consider any other matter that may properly be

brought before the meeting.

Important Dates

Latest time for receipt of Proxy Forms

11.30am, Wednesday 13th November 2024 (NZDT)

Record date for voting entitlements

5.00pm, Wednesday 13th November 2024 (NZDT)

Annual Meeting

11.30am, Friday 15th November 2024 (NZDT)

Notice of Meeting

03

Notice of Meeting

Explanatory Notes
1. Election of Alison Barrass 

Under NZX Listing Rule 2.7.1, a Director appointed by

the Board must not hold office past the next annual

meeting following the Director’s appointment. Ms Alison

Barrass was appointed by the Board as a Director of the

Companies with effect from 1 October 2024. Accordingly,

Ms Barrass offers herself for election at the Annual

Shareholders' Meeting. Ms Barrass 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 Properties by

shareholders, Alison Barrass will automatically be

appointed as a Director of Precinct Investments, pursuant

to clause 35.1 of the Precinct Investments constitution.

Alison Barrass

Director, Independent

Term of office

First appointed by the Board on 1 October 2024.

Board Committees

•Environmental, Social and Governance Committee

•People and Performance Committee

Background

Alison is a Professional Director, Chartered Fellow of the

Institute of Directors, and former CEO.  She has had

direct leadership experience in large scale consumer

goods organisations and has previously worked in Sales,

Marketing and Operations.  Alison has operated in

New Zealand, Australia and South East Asia, and has

led significant mergers and acquisitions activity across

multiple geographies and industries. She is passionate

about people, brands and technology with a focus on

supporting New Zealand businesses on their growth

journey through effective leadership, smart business

design and innovation. Alison is currently Chair of AA

Insurance Limited, Chair of Babich Wines Limited, and

a Director of Zespri International Limited, Suncorp New

Zealand and Rockit Global Limited.

2. Re-election of Nicola Greer

Under NZX Listing Rule 2.7.1, a Director must not hold

office (without re-election) past the third annual meeting

following the Director’s appointment or three years,

whichever is longer. This year, Nicola Greer retires in

accordance with this rule and, being eligible, stands

for re-election by shareholders. Ms Greer stands for re-

election with the support of the Board and is considered

by the Board to be an Independent Director.

Nicola Greer

Director, Independent


Term of office

First appointed by the Board in July 2021 and last elected

by shareholders in November 2021.

Board Committees

• Environmental, Social and Governance

Committee (Chair)

• Audit and Risk Committee

Background

Nicola is a professional company director. She has

extensive experience in New Zealand, Australia and

the UK in the banking and finance sectors, previously

holding a range of roles within financial markets and

asset and liability management at ANZ, Citibank and

Goldman Sachs. She has a significant background in the

04

New Zealand commercial property market, developing
and owning commercial property across a variety of

sectors. Nicola is currently a director of Fidelity Life

Assurance Company Limited, South Port New Zealand

Limited, Vulcan Steel Limited and New Zealand Railways

Corporation and is a member of the New Zealand

Markets Disciplinary Tribunal. She was previously a

director of Airways Corporation of New Zealand Limited.

3. Re-election of Chris Judd

Under NZX Listing Rule 2.7.1, a Director must not hold

office (without re-election) past the third annual meeting

following the Director’s appointment or three years,

whichever is longer. This year, Chris Judd retires in

accordance with this rule and, being eligible, stands for

re-election by shareholders. Mr Judd stands for re-election

with the support of the Board and is considered by the

Board to be an Independent Director.

Chris Judd

Director, Independent


Term of office

First appointed by the Board in April 2013 and last elected

by shareholders in November 2021.

Board Committees

• People and Performance Committee

• Environmental, Social and Governance Committee

Background

Chris Judd has over 32 years’ experience in the property

industry including a 17 year association with property

and property funds in New Zealand in both public and

private markets. Chris has had various senior executive

leadership roles including Head of Real Estate Funds

Management for AMP Capital Australia with executive

and governance responsibilities in Australia and New

Zealand for a A$20b+ platform. He is Executive Chairman

of 151 Property Group, the manager of Blackstone’s real

estate investments in Australia and New Zealand and is a

non-executive director of Hotel Property Investments. He

is a registered valuer, being an Associate of the Australian

Property Institute. Chris was the inaugural Chairman

of the Property Council of Australia’s Unlisted Property

Roundtable and was a member of the International and

Capital Markets Division Committee.

4. Re-election of Mark Tume

Under NZX Listing Rule 2.7.1, a Director must not hold

office (without re-election) past the third annual meeting

following the Director’s appointment or three years,

whichever is longer. This year, Mark Tume retires in

accordance with this rule and, being eligible, stands

for re-election by shareholders. Mr Tume stands for re-

election with the support of the Board and is considered

by the Board to be an Independent Director.

Mark Tume

Director, Independent


Term of office

First appointed by the Board in August 2021 and last

elected by shareholders in November 2021.

Board Committees

• Audit and Risk Committee (Chair)

Background

Mark has governance experience with both public and

private companies across the infrastructure, energy, and

investment sectors in Australia and New Zealand. He

Notice of Meeting

05

Notice of Meeting

Explanatory Notes
is the Chair of Te Atiawa Iwi Holdings Management

Limited and a director of ANZ Bank New Zealand

Limited and Booster Financial Services Limited. He was

previously Chair of Ngāi Tahu Holdings Corporation

Limited and Infratil Limited and a director of Retire

Australia Pty Limited.

5. 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.

6. Alteration to constitution of

Precinct Properties

Resolution 6 proposes to alter the Precinct Properties

Constitution to remove the right in clause 35 of a holder of

Shares carrying more than 15% to appoint one Director. 

Following the sale by Haumi Company Limited of

its remaining shareholding in Precinct Properties and

Precinct Investments in February 2024, no shareholder

currently holds more than 15% of the Shares in each of

the Companies. The Board considers it is best corporate

governance practice to remove this clause and instead

have all Directors elected by shareholders.

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.

There is no need to alter the Precinct Investments

Constitution, as clause 35.1 of the Precinct Investments

Constitution states that a person who is validly appointed

as a Director of Precinct Properties automatically

becomes, and will be deemed to have been validly

appointed as, a Director of Precinct Investments.

The proposed alterations to Precinct Properties'

Constitution do not impose or remove a restriction on the

activities of Precinct Properties 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 Precinct Properties' Constitution.

06

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 Companies have decided to host

their 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 to 5 and 7 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. Resolution 6 is

a special resolution and is 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 Wednesday 13th November 2024.

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. In the absence of express instructions, the Chair

or any director appointed proxy will vote in favour of all

resolutions. All completed Proxy Forms must be received

by 11:30am (NZDT) on Wednesday 13th November 2024 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 her in favour of all resolutions.

• Voting on all resolutions put before the meeting will be

conducted by way of a poll only.

Notice of Meeting

07

Notice of Meeting

Important Information
Questions

Following the conclusion of formal business, there will

be an opportunity for shareholders at the meeting

(attending either in person or using the virtual meeting

platform) to ask questions. To encourage shareholder

participation, we also invite those unable to attend

in person to submit questions ahead of the meeting.

If you would like to submit 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

(NZDT) on Wednesday 13th November 2024 (noting that

the questions may be raised by a shareholder at the

meeting). Copies of the Annual Meeting presentation

materials will be published and available online shortly

before the meeting begins.

Yours faithfully,

Louise Rooney,

Company Secretary

14 October 2024

08

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Precinct Properties New Zealand Limited
hello@precinct.co.nz

0800 400 599

precinct.co.nz

Auckland Office

Level 12, 188 Quay Street, Auckland 1010

PO Box 5140, Auckland 1141, New Zealand

Wellington Office

Level 3, 31 Waring Taylor Street

PO Box 2, Wellington 6140, New Zealand

14 October 2024



Dear Shareholder,


2024 Annual Meeting of Shareholders

Precinct Properties New Zealand Limited ("Precinct Properties") and Precinct Properties Investments

Limited ("Precinct Investments") (together the "Companies" or “Precinct”)


On behalf of the Board of Directors, I am pleased to invite you to the 2024 Annual Meeting

of Shareholders. It will be a hybrid meeting held at Toroa Meeting Suite, Generator,

Commercial Bay, PwC Tower, Level 2, 15 Customs St West, Auckland on Friday 15

November 2024, or online at: https://meetnow.global/nz

. Commencement at 11.30am

(NZDT ).


Accompanying 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 to 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 PROPERTIES RESOLUTIONS

At the meeting, shareholders will be asked to consider and, if thought appropriate, pass the following five

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 Alison Barrass be elected as a Director of Precinct Properties New

Zealand Limited

2. Re-election of Director - That Nicola Greer, who retires by rotation and has offered herself for re-

election, be re-elected as a Director of Precinct Properties New Zealand Limited




Precinct Properties New Zealand Limited

hello@precinct.co.nz

0800 400 599

precinct.co.nz

Auckland Office

Level 12, 188 Quay Street, Auckland 1010

PO Box 5140, Auckland 1141, New Zealand

Wellington Office

Level 3, 31 Waring Taylor Street

PO Box 2, Wellington 6140, New Zealand

3. Re-election of Director - That Chris Judd, who retires by rotation and has offered himself for re-

election, be re-elected as a Director of Precinct Properties New Zealand Limited

4. Re-election of Director - That Mark Tume, who retires by rotation and has offered himself for re-

election, be re-elected as a Director of Precinct Properties New Zealand Limited

5. 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.


Special resolution:

6. Alteration to Constitution of Precinct Properties - That the existing constitution of Precinct Properties

New Zealand Limited is altered by deleting clause 35, the last sentence in clause 36.1 and clause

39.6.


Details of the resolutions above are contained in the explanatory notes to the attached

Notice of Meeting.


PRECINCT INVESTMENTS RESOLUTION

At the meeting, shareholders will be asked to consider and, if thought appropriate, pass the following one

ordinary resolution. The Board is recommending that you vote in favour of this resolution.

Ordinary resolution:

7. 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.

Details of the resolution above are contained in the explanatory notes to the attached

Notice of Meeting.

QUESTIONS

Following the conclusion of formal business, there will be an opportunity for shareholders at

the meeting (attending either in person or using the virtual meeting platform) to ask

questions. To encourage shareholder participation, we also invite those unable to attend

in person to submit questions ahead of the meeting. If you would like to submit 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




Precinct Properties New Zealand Limited

hello@precinct.co.nz

0800 400 599

precinct.co.nz

Auckland Office

Level 12, 188 Quay Street, Auckland 1010

PO Box 5140, Auckland 1141, New Zealand

Wellington Office

Level 3, 31 Waring Taylor Street

PO Box 2, Wellington 6140, New Zealand

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 (NZDT) on Wednesday, 13 November 2024 (noting that the

questions may be raised by a shareholder at the meeting). Copies of the Annual Meeting

presentation materials will be published and available online shortly before the meeting

begins.

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 (NZDT) on

Wednesday, 13 November 2024.

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 each resolution.

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,


Anne Urlwin

Independent Director and Chair

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Go online to lodge your proxy or turn over to complete the form.
Lodge your proxy

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 (NZDT) on Wednesday, 13 November 2024. 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 all resolutions. 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

all resolutions. 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 Wednesday, 13 November 2024. 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.

Please refer to the Virtual Meeting Guide available at

www.computershare.com/vm-guide-nz for more information.

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 (NZDT) on Wednesday, 13 November 2024.

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 Alison Barrass be elected as a Director of Precinct Properties New Zealand Limited.

Resolution 2

That Nicola Greer, who retires by rotation and has offered herself for re-election, be re-elected as a Director

of Precinct Properties New Zealand Limited.

Resolution 3

That Chris Judd, who retires by rotation and has offered himself for re-election, be re-elected as a Director

of Precinct Properties New Zealand Limited.

Resolution 4

That Mark Tume, who retires by rotation and has offered himself for re-election, be re-elected as a Director

of Precinct Properties New Zealand Limited.

Resolution 5

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 6

That the existing constitution of Precinct Properties New Zealand Limited is altered by deleting clause 35, the

last sentence in clause 36.1 and clause 39.6.

Precinct Properties Investments Limited Resolution – Ordinary Resolution

Resolution 7

That the Directors be authorised to fix the remuneration of Ernst & Young as auditor for Precinct Properties

Investments Limited for the ensuing year.

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 11.30 am (NZDT) on Friday, 15 November 2024.

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/herof

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 11.30 am (NZDT) on Friday, 15 November 2024 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.

---

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.

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