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Precinct $25 million Share Purchase Plan Opens

Capital Raise14 October 2025PCTReal Estate

Precinct Properties New Zealand Limited and
Precinct Properties Investments Limited Offer Document

Share Purchase Plan

15 October 2025

THIS IS AN IMPORTANT DOCUMENT. YOU SHOULD READ THE WHOLE DOCUMENT BEFORE DECIDING WHETHER

TO SUBSCRIBE FOR SHARES. IF YOU HAVE ANY DOUBTS AS TO WHAT YOU SHOULD DO, PLEASE CONSULT YOUR

BROKER, FINANCIAL, INVESTMENT OR OTHER PROFESSIONAL ADVISOR.

NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES

This Offer Document does not constitute an offer of securities in any place outside New Zealand. In particular,

this document does not constitute an offer to sell, or a solicitation of any offer to buy, any shares in the United

States or in any jurisdiction in which such an offer or solicitation would be illegal. The offer and sale of the shares

referred to in this document have not been, and will not be, registered under the U.S. Securities Act of 1933 (the

“U.S. Securities Act”) or the securities laws of any state or other jurisdiction of the United States and, accordingly,

such shares may not be offered, sold or otherwise transferred, directly or indirectly, in the United States or to any

person acting for the account or benefit of a person in the United States (to the extent such person is acting for

the account or benefit of a person in the United States). The New Stapled Shares (as defined herein) may only be

offered and sold to persons who are not in the United States and who are not acting for the account or benefit of

a person in the United States, in “offshore transactions” (as defined in Rule 902(h) under the U.S. Securities Act),

in reliance on Regulation S under the U.S. Securities Act.

Sole Arranger and Joint

Lead Manager

Joint Lead Managers

Important Information
General information

This Offer Document has been prepared by Precinct

Properties New Zealand Limited (“PPNZ”) and Precinct

Properties Investments Limited (“PPIL” and together with

PPNZ, “Precinct”) in connection with an offer of New

Stapled Shares under a Share Purchase Plan ("SPP"),

with the ability for Precinct to accept oversubscriptions

at its discretion (“Offer”).  The Offer is made under the

exclusion in clause 19 of Schedule 1 of the Financial

Markets Conduct Act 2013.  This document is not a

product disclosure statement or prospectus and does not

contain all of the information which may be required in

order to make an informed investment decision about the

Offer or Precinct.

Additional information available under

continuous disclosure obligations

Precinct is subject to continuous disclosure obligations

under the Listing Rules. You can find market releases by

Precinct at www.nzx.com under the code “PCT”.

Precinct may, during the offer, make additional releases

to NZX. No release by Precinct to NZX will permit

an applicant to withdraw any previously submitted

application without Precinct’s consent, whether or not

there has been any permissible variation of the Offer.

The market price for the Stapled Shares may change

between the date this Offer opens, the date you apply

for Stapled Shares under the Offer, and the date on

which the Stapled Shares are allotted to you. Accordingly,

the price paid for Stapled Shares issued under the Offer

may be higher or lower than the price at which Stapled

Shares are trading on the NZX Main Board at the time

the Stapled Shares are issued under the Offer. The market

price of New Stapled Shares following allotment may be

higher or lower than the Issue Price.

Stapling and Non-Standard designation

Each of PPNZ and PPIL has been designated as a ‘Non-

Standard’ (NS) issuer by NZX due to the stapled nature

of PPNZ and PPIL shares. A copy of the NZX Regulation

Limited (NZ RegCo) waiver and ruling decision in respect

of PPNZ, PPIL and Precinct can be found atwww.nzx.com/

companies/PCT/documents. Further details of the NZX

Listing Rule waivers and rulings relating to stapling can

be found on page 37 of Precinct’s annual report for the

financial year ended

30 June 2025. See also “What are

the implications of investing in Stapled Shares” in Part 3

(“Questions and answers”).

Offering restrictions

This Offer Document is intended for use only in connection

with the Offer to Eligible Shareholders with a registered

address in New Zealand. This Offer Document does not

constitute an offer or invitation in any place in which, or to

any person to whom, it would not be lawful to make such

an offer or invitation. 

This Offer Document may not be sent or given to any

person outside New Zealand. The distribution of this Offer

Document (including an electronic copy) outside New

Zealand may be restricted by law. In particular, this Offer

Document may not be distributed to any person, and the

New Stapled Shares may not be offered or sold, in any

country outside New Zealand.

Without limiting the foregoing, this Offer Document may

not be distributed or released in the United States. This

Offer Document does not constitute an offer to sell, or a

solicitation of any offer to buy, any New Stapled Shares in

the United States. The offer and sale of the New Stapled

Shares referred to in this Offer Document have not been,

and will not be, registered under the U.S. Securities Act of

1933 (U.S. Securities Act) or the securities laws of any state

or other jurisdiction of the United States and, accordingly,

such New Stapled Shares may not be offered, sold or

otherwise transferred, directly or indirectly, in the United

States or to any person acting for the account or benefit

of a person in the United States (to the extent such

person is acting for the account or benefit of a person

in the United States). The New Stapled Shares will only

be offered and sold to persons who are not in the United

States and who are not acting for the account or benefit

of a person in the United States, in “offshore transactions”

(as defined in Rule 902(h) under the U.S. Securities Act) in

reliance on Regulation S under the U.S. Securities Act.

Precinct Properties New Zealand Limited and Precinct Properties Investments Limited

02

If you come into possession of this Offer Document,
you should observe any such restrictions. Any failure

to comply with such restrictions may contravene

applicable securities law. Precinct disclaims all liability to

such persons.

Changes to the Offer

Subject to the Listing Rules, Precinct reserves the right to

alter the dates set out in this Offer Document. Precinct

reserves the right to withdraw the Offer and the issue

of New Stapled Shares at any time before the Allotment

Date at its absolute discretion.

No guarantee

No guarantee is provided by any person in relation

to the New Stapled Shares to be issued under the

Offer. Likewise, no warranty is provided with regard to

the future performance of Precinct or any return on any

investments made pursuant to this Offer Document. 

Decision to participate in the Offer

The information in this Offer Document does not

constitute a recommendation to acquire New Stapled

Shares nor does it amount to financial product

advice. This Offer Document has been prepared without

taking into account the particular needs or circumstances

of any investor, including their investment objectives,

financial and/or tax position.

Privacy

Any personal information you provide online will be held

by Precinct and/or the Share Registrar at the addresses

set out in the Directory.  This information will be used

for the purposes of administering your investment in

Precinct. This information will only be disclosed to third

parties with your consent or if otherwise required by

law.  Under the Privacy Act 2020, you have the right

to access and correct any personal information held

about you.

Enquiries

Enquiries about the Offer can be directed to an NZX

Primary Market Participant, or your solicitor, accountant

or other professional advisor.  If you have any

questions about how to apply online, please contact the

Share Registrar.

Defined terms

Capitalised terms used in this Offer Document have the

specific meaning given to them in the Glossary at the

back of this Offer Document.

Share Purchase Plan

03

Letter from the Chair
15 October 2025


Dear Shareholders,

On behalf of the directors of Precinct, I am pleased to offer you the opportunity to participate in our Share Purchase Plan

(SPP). Eligible Shareholders have the opportunity to acquire New Stapled Shares in Precinct without incurring any brokerage

or other transaction costs.

The SPP is part of Precinct’s equity raising initiative announced on 13 October 2025, details of which can be found at

www.nzx.com under the ticker “PCT”. Precinct is targeting to raise $25 million through the SPP, with the ability to accept

oversubscriptions at its discretion, which will be in addition to the $285 million already raised by Precinct under the

Placement conducted on 13 October 2025.

Equity raising to fund growth

The proceeds from the equity raise will initially be used to reduce bank debt and will allow Precinct to:

•progress $3.7

1

 billion of opportunities alongside capital partners, including committing to develop a new 638-bed

purpose-built student accommodation development at 256 Queen Street, Auckland;

•optimise the timing and approach to capital partnering to ensure value for Precinct shareholders is maximised; and

•maintain a balanced approach to gearing and liquidity management.

Precinct owns well-located quality assets, and we are trusted experienced managers of real estate, investment funds and

operating businesses. We have a proven track record of developing world-class real estate.

Leveraging concentrated ownership in strategic locations, Precinct has successfully evolved its portfolio since 2021, through

internalisation of its management, stapling and expansion of its investible universe. In 2022, Precinct launched its capital

partnering and living sector strategies, which have since become core components of our business. Entry into the living

sector marks a strategic pivot from core commercial office portfolio into residential development, which has subsequently

expanded to include purpose built student accommodation. This move was a natural extension of Precinct's expertise in

creating high quality, mixed-use urban precincts.

The Board is committed to ensuring Precinct continues to create value for our clients, partners and you, our shareholders.

This remains a priority for the business.

Structure of Equity Raise

The Board acknowledges that while the equity raise is not structured as a rights offer, the offer has been designed and

implemented in a manner that is consistent with the Board’s objective of ensuring fairness for all shareholders. Specifically,

the SPP provides nearly all Eligible Shareholders with the ability to maintain their pro-rata shareholding in Precinct if they

choose to participate. In addition, significant retail shareholders were invited to maintain proportionate ownership through

Placement participation via their broker.

The Board has determined that this capital raising structure is in the best interests of Precinct, after carefully considering

alternative capital raising structures, and weighing the benefits of this capital raising structure against the expected impact

on non-participating shareholders. In particular, the Board has elected to use a combination of a Placement and a SPP for

this equity raise as:

•Compared to other capital raising structures (such as a pro-rata rights issue), such a structure provides the tightest

pricing and lowest execution risk.

•It is able to be structured to give the vast majority of Precinct’s shareholders the opportunity to maintain their relative

shareholdings if desired.

1

Estimated completion value of uncommitted development pipeline, prior to the commitment of 256 Queen Street.

Precinct Properties New Zealand Limited and Precinct Properties Investments Limited04

We believe this structure is well understood by our shareholders with a similar structure being used for Precinct's two most
recent capital raisings in June 2021 and February 2019. These were considered by Precinct to be highly successful capital

raises in relation to the pricing achieved and supporting pro rata participation.

Should the SPP become oversubscribed and Precinct elects to apply scaling to applications, this will be done in reference

to shareholders existing holdings. The Board has selected this offer structure to provide Precinct greater execution certainty

and reduced transaction costs compared to a rights offer, while ensuring fairness.

SPP

The SPP is available to all Eligible Shareholders in New Zealand, giving them the opportunity to invest up to $50,000 in

New Stapled Shares in Precinct. These Stapled Shares will be issued at the lower of the price paid by investors in Precinct’s

recent Placement, being $1.23 per New Stapled Share, and a 2.5% discount to the five day volume weighted average price of

Precinct Stapled Shares traded on the NZX during the five NZX trading days up to, and including, the closing date of the SPP.

Should you choose to participate in the SPP, you will not incur any brokerage or other transaction costs.

After reading the Offer Document, the Board encourages you to seek financial, investment, or other professional advice

from a qualified professional adviser and that you take time to consider this offer. Additional information can be found at

www.shareoffer.co.nz/precinct and in the investor presentation we released to NZX on 13 October 2025.

On behalf of the Board, I thank you for your continued support in Precinct and I welcome your participation in this offer.

Ngā mihi,

Anne Urlwin

Independent Director and Chair


Share Purchase Plan

05

Part 1: Key terms of the Offer
Equal participationEach Eligible Shareholder has the right to apply for the same dollar amount of New Stapled

Shares, and on the same terms and conditions, as each other Eligible Shareholder.

IssuerPrecinct Properties New Zealand Limited and Precinct Properties Investments Limited.

Eligible ShareholderA Shareholder who, at 5.00pm (NZDT) on the Record Date, was recorded in Precinct’s share

register as being a Shareholder and whose address is shown in Precinct’s share register as

being in New Zealand; provided such Shareholder is not in the United States and is not

acting for the account or benefit of a person in the United States (or, in the event such

Shareholder is acting for the account or benefit of a person in the United States, it is not

applying for or acquiring shares for, or for the account or benefit of, that person).

Custodians who are Eligible Shareholders may apply for New Stapled Shares on behalf of

each Eligible Beneficiary for whom the Custodian acts as a Custodian, according to the

terms set out in this Offer Document.

Any person who is not an Eligible Shareholder is not entitled to participate in the Offer.

Application amount

and scaling

If you choose to participate in the Offer, you can apply for any dollar amount of New Stapled

Shares up to a maximum value of NZ$50,000 of New Stapled Shares. 

Precinct is accepting applications for up to $25 million of New Stapled Shares in aggregate,

with the ability for Precinct to accept oversubscriptions at its discretion. If Precinct receives

applications for more than this amount of New Stapled Shares in aggregate applications

may be scaled down. Precinct will scale back applications by reference only to the number

of fully paid Existing Stapled Shares held by those Eligible Shareholders accepting the Offer

on the Record Date.

Issue PriceThe New Stapled Shares will be issued at the lower of:

•the price paid by investors in Precinct’s recent Placement, being $1.23 per Stapled

Share; and

•a 2.5% discount to the five day volume weighted average price of Precinct Stapled

Shares traded on NZX during the five NZX trading days up to, and including, the

Closing Date.

When to applyApplications must be received by 5.00pm (NZDT) on the Closing Date (28 October 2025,

unless the Offer is extended).

How to applyApplications can be made online at www.shareoffer.co.nz/precinctwith direct credit

payment in New Zealand dollars. 

Receiving your New

Stapled Shares

You will receive your New Stapled Shares on the Allotment Date (4 November 2025, unless

the Offer is extended).

Precinct Properties New Zealand Limited and Precinct Properties Investments Limited06

Part 2: Important dates
Record Date5.00pm (NZDT) 10 October 2025

Announcement of the Offer13 October 2025

Opening Date for the Offer15 October 2025

Offer Document available online15 October 2025

Closing Date for the Offer (last day for online

applications, with payment)

5:00pm (NZDT) 28 October 2025

Allotment of New Stapled Shares under the

Offer (Issue Date) and trading commencement

of New Stapled Shares

4 November 2025

Allotment statements mailed10 November 2025

These dates are subject to change and are indicative only.  Precinct reserves the right to amend this timetable (including

by extending the Closing Date of the Offer) subject to applicable laws and the Listing Rules. Precinct reserves the right to

withdraw the Offer and the issue of New Stapled Shares at any time before the Issue Date at its complete discretion.

Share Purchase Plan

07

Part 3: Questions and answers
What is the offer?

The Offer allows Eligible Shareholders to subscribe for

New Stapled Shares in Precinct without incurring any

brokerage fees. 

All New Stapled Shares issued under the Offer will be

of the same class as, and rank equally with, all Existing

Stapled Shares in Precinct currently on issue.

The Offer is not underwritten.

Am I eligible to participate?

Only Eligible Shareholders are able to participate in

the Offer. The distribution of this Offer Document

(including an electronic copy) outside New Zealand

may be restricted by law.  Any failure to comply with

such restrictions may contravene applicable securities

law.  Precinct disclaims all liability to such persons.

How many New Stapled Shares can I purchase?

If you choose to participate in the Offer, you can apply for

a maximum value of NZ$50,000 of New Stapled Shares.

Precinct is accepting applications for up to $25 million

of New Stapled Shares in aggregate. If Precinct

receives applications for more than this amount of

New Stapled Shares in aggregate, applications may

be scaled down. At its discretion, Precinct may accept

oversubscriptions. Precinct will scale back applications by

reference only to the number of fully paid Existing Stapled

Shares held by those Eligible Shareholders accepting the

Offer on the Record Date.

What is the issue price for the New

Stapled Shares?

The New Stapled Shares will be issued at the lower of:

•the price paid by investors in Precinct’s recent

Placement, being $1.23 per Stapled Share; and

•a 2.5% discount to the five-day volume weighted

average price of Precinct Stapled Shares traded on

NZX during the five NZX trading days up to, and

including, the Closing Date.

The market price of Stapled Shares may change between

the date this Offer opens, the date you apply for New

Stapled Shares under the Offer and the date on which

New Stapled Shares are allotted to you. As a result,

the Issue Price may be higher, equal to or lower than

the price at which Precinct’s Stapled Shares are trading

on the NZX Main Board at the time the New Stapled

Shares are allotted to you. There is no certainty that

New Stapled Shares will trade at or above the Issue Price

following the issue of New Stapled Shares under the Offer.

Therefore, you should seek your own financial advice

in relation to this Offer and your participation under it.

Precinct’s current Stapled Share price is quoted on the

NZX website: www.nzx.com

Further information about Precinct, including its most

recent financial statements, can be obtained from

Precinct’s website: www.precinct.co.nz. You may obtain,

free of charge, the most recent annual report and

financial statements of Precinct by contacting Precinct

(for details, please refer to the Directory on the back cover

of this Offer Document). You are also recommended to

monitor Precinct’s market announcements through the

NZX website.

Do I have to participate in the Offer? 

No, participation in the Offer is entirely voluntary.

How do I apply for New Stapled Shares under

the Offer?

Apply online at www.shareoffer.co.nz/precinct. You will

require your CSN / Holder Number to apply online. You

will need to pay by direct credit from a New Zealand

Bank Account to Computershare by 5.00pm (NZDT) on

the Closing Date. If the exact amount of money is not

tendered, Precinct reserves the right not to accept all or

part of your payment. In those circumstances, Precinct

will return your application or refund all or part of your

payment (without interest).

If an application is rejected, all of the amounts paid will

be refunded to the relevant applicant. All refunds will be

made without interest. Precinct may choose to accept

late applications, but has no obligation to do so. Precinct

may accept or reject any online application which it

considers is not completed correctly, and may correct any

errors or omissions on any online application.

Once submitted, you will not be able to withdraw or

revoke your application.

Precinct Properties New Zealand Limited and Precinct Properties Investments Limited

08

How many New Stapled Shares will I receive? 
You will receive the number of New Stapled Shares

corresponding with the dollar amount of New Stapled

Shares you have applied for and payment has been

received in respect of (subject to scaling as described

above). If, the dollar amount of New Stapled Shares you

have applied for (or are allocated) does not equal a

whole number of New Stapled Shares once divided by the

Issue Price, the number of New Stapled Shares allotted

to you will be rounded down to the nearest New Stapled

Share. Any difference due to rounding or under $5.00 will

be retained by Precinct.

Precinct is accepting applications for up to $25 million

of New Stapled Shares in aggregate, with an ability

to accept oversubscriptions at its discretion. If Precinct

receives applications for more than this amount of

New Stapled Shares in aggregate, it may scale back

the number of Stapled Shares to be allotted to each

applicant under the Offer as described above and in

accordance with clause 8 of the terms and conditions.

How long is the Offer open for and when will I

receive my New Stapled Shares?

The Offer opens on 15 October 2025 and is expected

to close at 5:00pm (NZDT) on 28 October 2025, unless

extended. If you want to participate in the Offer you

should ensure that you apply online and make payment

(by direct credit from a New Zealand bank account) by

5.00pm (NZDT) on the Closing Date.

Applications received after this time may not

be accepted.

You will receive the New Stapled Shares issued to you

under the Offer on the Allotment Date, which is currently

expected to be on 4 November 2025 (unless the Offer

is extended).  A statement confirming the number of

New Stapled Shares issued to you under the Offer will

be sent to you no later than 5 Business Days after the

Allotment Date.

Precinct may, subject to the Listing Rules and applicable

laws, extend the Closing Date and the Allotment Date.

Are there any conditions to the Offer?

No.  However, if Precinct cancels the Offer for any reason,

all application monies will be returned to applicants

and no New Stapled Shares will be allotted under the

Offer.  No interest will be payable on any monies returned

to applicants.

What if I own Stapled Shares through a trustee

or custodian or own Stapled Shares in more than

one capacity?

If you are an Eligible Beneficiary who owns Stapled

Shares through a trustee or Custodian, then, subject to

certain certification requirements and other conditions,

you may instruct the trustee or Custodian to purchase

New Stapled Shares on your behalf. If you own Stapled

Shares through a trustee or Custodian and also own

Stapled Shares in your own name, then you may either

purchase New Stapled Shares yourself or instruct your

trustee or Custodian to purchase New Stapled Shares on

your behalf. You may not do both.

If you are a Custodian, or hold Stapled Shares through

a Custodian, please refer to clause 3 of the terms

and conditions. 

Is this Offer transferable to another person?

No. This offer is personal to you and you may not transfer

your right to purchase New Stapled Shares under the

Offer to anyone else.

Will the New Stapled Shares be quoted?

Yes, the New Stapled Shares will be quoted on the NZX

Main Board.  Precinct will take any necessary steps to

ensure that the New Stapled Shares are, immediately

after issue, quoted on the NZX Main Board.  The NZX

Main Board is a licensed market operated by NZX Limited

which is a licensed market operator regulated under the

Financial Markets Conduct Act 2013.  NZX accepts no

responsibility for any statements in this document.

It is expected that you will be able to commence trading

the New Stapled Shares allotted to you under the Offer

on the NZX Main Board on the Allotment Date (being

4 November 2025, unless the Offer is extended).

Share Purchase Plan

09

Part 3: Questions and answers
What are the implications of investing in

Stapled Shares?

The practical implications of a shareholder holding a

Stapled Share include that:

•The shareholder is a shareholder of both PPNZ

and PPIL.

•In order to sell a PPNZ share or a PPIL share,

the corresponding PPIL share or PPNZ share,

as applicable, also needs to be sold to the

same purchaser.

•The only quoted price of a PPNZ share and/or a PPIL

share on the NZX Main Board will be the quoted price

for the Stapled Share.

•New issues of Stapled Shares (such as the Placement

and the Offer) will result in equal numbers of PPNZ

shares and PPIL shares being issued.

•Distributions will be received, to the extent declared,

from each of PPNZ and PPIL.

If I choose not to participate in the Offer will my

shareholding be diluted?

If you do not participate in the Offer, your shareholding

in Precinct will be diluted. For example, a shareholder

holding 10% of the issued Stapled Shares in Precinct

before the Offer who does not participate in the Offer

will own approximately 8.6% of the issued Stapled Shares

in Precinct after the Offer (after taking into account

the $285 million new shares issued under the Placement

and assuming the amount to be raised in the Offer of

$25 million (i.e. excluding any oversubscriptions) is fully

subscribed and the New Stapled Shares are issued at the

same price as investors paid in the Placement being $1.23

per New Stapled Share).

While Precinct has attempted to make the Offer as fair

as possible for Eligible Shareholders by providing for the

individual application cap to be $50,000, and any scaling

to be in reference to individual shareholdings of Eligible

Shareholders accepting the Offer on the Record Date, the

Offer is not a pro-rata offer and even if you participate in

the Offer, your shareholding percentage in Precinct may

change.  Whether your shareholding in Precinct increases

or decreases will depend on the dollar amount of New

Stapled Shares you apply for, how many Stapled Shares

you hold on the Record Date and Closing Date and how

many New Stapled Shares other Eligible Shareholders

apply for and are allotted under the Offer.

What is Precinct’s dividend policy?

Precinct’s dividend policy targets a payout range of 80

to 95% of Funds From Operations (“FFO”) as dividends,

reflecting recurring earnings from operations. Retained

earnings will be used to support recurring capital

expenditure and strategic reinvestment.

The Board considers the dividend policy represents a

more sustainable approach with greater flexibility and

lower risk of dividend volatility.  The payment of dividends

is not guaranteed by Precinct and Precinct’s dividend

policy may change from time to time.

Why are not all shareholders eligible to

participate in the Offer?

Precinct considers that the legal requirements of

jurisdictions other than New Zealand are such that it

would be unduly onerous for Precinct to make the Offer in

those jurisdictions.  This decision was made having regard

to the small number of Shareholders in such overseas

jurisdictions and the costs of complying with overseas

legal requirements.

Further assistance

If you have any further questions about the Offer,

please contact your broker or financial, investment

or other professional advisor before making your

investment decision.

Precinct Properties New Zealand Limited and Precinct Properties Investments Limited

10

Part 4: Terms and conditions
of the Offer

1.Eligible Shareholders

1.1.You may participate in the Offer if you are an Eligible Shareholder.

1.2.Joint holders of Stapled Shares are taken to be a single registered holder of Stapled Shares for the purposes of

determining whether they are an Eligible Shareholder and the certificate on the online application is taken to have

been given by all of them.

1.3.If you are an Eligible Shareholder, your rights under this Offer are personal to you and not renounceable, so you

may not transfer them.

2.Issue Price and Number of New Stapled Shares

2.1.New Stapled Shares will be issued under the Offer at the lower of $1.23 (being the price investors paid in the

Placement) and a 2.5% discount to the five day volume weighted average price of Precinct Stapled Shares traded

on NZX during the five NZX trading days up to, and including, the Closing Date. The New Stapled Shares are

expected to be allotted on or around 4 November 2025. They will rank equally with existing Precinct Stapled

Shares on issue at that date. Any New Stapled Shares allocated under the Offer will be eligible to receive any

future dividends declared by Precinct.

2.2.You will receive the number of New Stapled Shares corresponding with the dollar amount of New Stapled Shares

you have applied for and payment has been received in respect of (subject to scaling as described in clause 8).  If,

the dollar amount of New Stapled Shares you have applied for (or are allocated) does not equal a whole number

of New Stapled Shares once divided by the Issue Price, the number of New Stapled Shares allotted to you will be

rounded down to the nearest New Stapled Share.  Any difference due to rounding or under $5.00 will be retained

by Precinct.

2.3.Subject to clause 3.2, if you are an Eligible Shareholder you can apply for any number of New Stapled Shares to

a maximum application value of $50,000. The number of New Stapled Shares that you receive on the Allotment

Date (being 4 November 2025 unless the Offer is extended) may also be subject to scaling as described in

clause 8.

2.4.Eligible Shareholders may only make one application. This applies to all Eligible Shareholders, including those

who receive more than one offer under the Offer (for example, because they hold Stapled Shares in more than

one capacity) and including whether the Eligible Shareholder is applying through a Custodian or on his or her

own behalf.

3.Custodians

3.1.Any Eligible Shareholder that:

a.is a trustee corporation or a nominee company and holds Stapled Shares in Precinct by reason only of acting

for another person in the ordinary course of business of that trustee corporation or nominee company; or

b.holds Stapled Shares in Precinct by reason only of being a bare trustee of a trust to which the Stapled Shares

are subject and is permitted to operate as a custodian under all relevant laws, is a Custodian under the

Offer (“Custodian”).

3.2.Custodians may apply to purchase New Stapled Shares under this Offer but only up to the total value of New

Stapled Shares it is validly directed to apply for on behalf of each Eligible Beneficiary for whom the Custodian

acts as a Custodian. Custodians must confirm to Precinct that they are holding Stapled Shares as a Custodian

for those Eligible Beneficiaries by providing the written certification to Precinct described in clause 3.3 below

and send an electronic schedule of applications to Computershare. Each Eligible Beneficiary may only direct the

Custodian to apply on behalf of that Eligible Beneficiary for New Stapled Shares as described in clauses 2.2

and 2.3.

3.3.If a Custodian applies to purchase New Stapled Shares on behalf of one or more Eligible Beneficiaries, the

Custodian must certify to Precinct in writing by validly sending a custodian schedule that:

a.the Custodian holds Stapled Shares directly or indirectly as a Custodian for Eligible Beneficiaries;

b.each Eligible Beneficiary on whose behalf the Custodian is submitting an application is not making a separate

application as an Eligible Shareholder for New Stapled Shares under the Offer;

c.each Eligible Beneficiary (or the Eligible Beneficiary’s agent) has instructed the Custodian to apply for, and

accept, under the Offer the dollar amount of New Stapled Shares set out in the online application (or in a

separate schedule sent to Computershare);

d.no other Custodian is submitting an application under the Offer for each of those Eligible Beneficiaries; and

Share Purchase Plan

11

Part 4: Terms and conditions of the Offer
e.Custodians are not permitted to participate in the Offer on behalf of, and must not distribute this Offer

Document or any other document relating to the Offer to, any person in the United States. In the event that a

Custodian is acting for the account or benefit of a person in the United States, it is not permitted to participate

in the Offer in respect of that person.

4.Completing an application and paying for Stapled Shares

4.1.If you wish to participate in the Offer, you must complete your application online at www.shareoffer.co.nz/

precinct. You must provide payment by direct credit in New Zealand dollars, for the amount of New Stapled

Shares you have specified as applying for.

5.Precinct's discretion to accept or reject applications

5.1.Precinct has complete discretion to accept or reject your application to purchase New Stapled Shares under the

Offer, including (without limitation) if:

a.your online application is incorrectly completed, incomplete or otherwise determined by Precinct to be invalid;

b.your payment is dishonoured or has not been completed correctly;

c.your direct credit is not in New Zealand dollars for the exact dollar amount of New Stapled Shares that you

have specified;

d.your application is received after the Closing Date. While Precinct has discretion to accept late applications

and payment, there is no assurance that it will do so. Late applications and payment, if not processed, will be

returned to your bank account within 5 Business Days of the Allotment Date or within 5 Business Days of the

date of receipt in respect of any late applications received after the Allotment Date;

e.Precinct believes that you are not an Eligible Shareholder; or

f.Precinct considers that your application does not otherwise comply with these terms and conditions.

5.2.No interest will be paid on any application monies returned to you. Any refunds for whatever reason will be paid to

you by direct credit to your bank account (if those details are held by the Share Registrar) within 5 Business Days

of the Allotment Date or, in respect of late applications received after the Allotment Date, within 5 Business Days

of the date of receipt.


6.Significance of submitting an application

6.1.If you apply to purchase New Stapled Shares under the Offer, by completing and returning an application:

a.your application, on these terms and conditions, will be irrevocable and unconditional (i.e. it cannot

be withdrawn);

b.you certify to Precinct that you are an Eligible Shareholder entitled to apply for New Stapled Shares under

these terms and conditions;

c.you acknowledge that the Offer may not proceed;

d.you certify that your acceptance of the Offer will not be, or cause, a breach of any law in any jurisdiction;

e.you agree to be bound by the constitutions of Precinct, which you may download for free from the Companies

Officewebsite: https://companies-register.companiesoffice.govt.nz/

f.you authorise Precinct (and its officers or agents) to correct any error in, or omission from, your application

and to complete your application by the insertion of any missing details;

g.you acknowledge that Precinct may at any time irrevocably determine that your application is valid, in

accordance with these terms and conditions, even if the application is incomplete, contains errors or is

otherwise defective;

h.you acknowledge that none of Precinct, its advisors or agents has provided you with investment advice or

financial product advice, and that none of them has an obligation to provide advice concerning your decision

to apply for and purchase New Stapled Shares under the Offer;

i.you acknowledge the risk that the market price for Stapled Shares may change between the date of this Offer

and the Allotment Date. A change in market price during this period may affect the value of the New Stapled

Shares you receive under the Offer;

j.you represent and warrant that you are not in the United States and you are not acting for the account or

benefit of a person in the United States (or to the extent you are acting for the account or benefit of a person

in the United States, you are not applying for, or acquiring, any New Stapled Shares for the account or benefit

of that person); you understand and acknowledge that the New Stapled Shares have not been and will not

be registered under the U.S. Securities Act or the securities laws of any state or other jurisdiction in the United

States. Accordingly, you understand and acknowledge that the New Stapled Shares may not be offered, sold

or otherwise transferred, directly or indirectly, in the United States or to any person acting for the account

Precinct Properties New Zealand Limited and Precinct Properties Investments Limited

12

or benefit of a person in the United States (to the extent such person is acting for the account or benefit
of a person in the United States); you understand and acknowledge that the New Stapled Shares may only

be offered and sold to Eligible Shareholders in “offshore transactions” (as defined in Rule 902(h) under the

U.S. Securities Act) in reliance on Regulation S under the U.S. Securities Act; you have not, and will not, send

this Offer Document or any materials relating to the Offer to any person outside of New Zealand, including

in the United States; you acknowledge that, if you decide to sell or otherwise transfer any Stapled Shares,

you will only do so in regular way for transactions on the NZX, where neither you nor any person acting on

your behalf knows, or has reason to know, that the sale has been pre-arranged with, or that the purchaser

is, a person outside of New Zealand, including in the United States; you acknowledge that, if you are acting

as a nominee or Custodian, each Eligible Beneficiary on whose behalf you are applying for or acquiring New

Stapled Shares is not in the United States and is not acting for the account or benefit of a person in the United

States (to the extent such person holds Stapled Shares and is acting for the account or benefit of a person in

the United States);

k.you acknowledge that Precinct is not liable for any exercise of its discretions referred to in these terms and

conditions; and

l.you irrevocably and unconditionally agree to these terms and conditions and agree not to do any act or thing

which would be contrary to the spirit, intention or purpose of the Offer.


7.Issue Price

7.1.You agree to pay the Issue Price per New Stapled Share up to the maximum amount you have specified on your

online application.


8.Scaling

8.1.Precinct is accepting applications for up to $25 million of New Stapled Shares in aggregate, with an ability

to accept oversubscriptions at its discretion.  If Precinct receives applications for more than this amount of

New Stapled Shares in aggregate, applications may be scaled down.  Where scaling occurs, Precinct will scale

back applications by reference only to the number of fully paid Existing Stapled Shares held by those Eligible

Shareholders accepting the Offer on the Record Date.

8.2.If your application is scaled, your application monies will be greater than the value of the New Stapled Shares you

will be allotted. The difference will be refunded to you by direct credit to your bank account (held by the Share

Registrar) within 5 Business Days of the Allotment Date. If you have not provided your bank account, the refund

payment will be withheld until your bank account details are provided. No interest will be paid on any application

monies returned to you. Refunds will not be paid for any difference arising solely due to rounding or where the

aggregate amount of the refund payable to you is less than NZ$5.00.


9.The New Stapled Shares

9.1.The New Stapled Shares issued under the Offer will rank equally with, and have the same voting rights, dividend

rights and other entitlements as, existing fully paid Stapled Shares.

9.2.The New Stapled Shares will be quoted on the NZX Main Board. The NZX Main Board is a licensed market

operated by NZX Limited, which is a licensed market operator regulated under the Financial Markets Conduct Act

2013. NZX accepts no responsibility for any statement in this document.

9.3.You cannot trade in any New Stapled Shares issued to you pursuant to the Offer, either as principal or agent,

until quotation of the New Stapled Shares on the NZX Main Board in accordance with the Listing Rules.  Precinct

expects that the New Stapled Shares will commence trading on the NZX Main Board on the Allotment Date (being

4 November 2025, unless the Offer is extended).

9.4.The issue of New Stapled Shares under the Offer up to a maximum value of $50,000 per Eligible Shareholder (or

per Eligible Beneficiary, in the case of holdings held by Custodians) is being undertaken under Listing Rule 4.3.1

(Pro-rata issues and Share Purchase Plans).

9.5.The issue of New Stapled Shares under the Offer is undertaken in accordance with the Listing Rules on the basis

that, for all Eligible Shareholders, in accordance with the requirement in the Listing Rules in respect of share

purchase plans that:

Share Purchase Plan

13

Part 4: Terms and conditions of the Offer
a.the consideration payable for the New Stapled Shares issued under all of Precinct’s share purchase plans

conducted in reliance on NZX Listing Rule 4.3.1 (Pro-rata issues and Share Purchase Plans), other than any

share purchase plan that has been ratified by an ordinary resolution of Precinct’s shareholders, does not in

any 12 month period exceed NZ$50,000 per registered holder (or, in the case of Stapled Shares held through a

Custodian, each Eligible Beneficiary);

b.the aggregate number of New Stapled Shares issued to Eligible Shareholders in reliance on Listing Rule 4.3.1

(Pro-rata issues and Share Purchase Plans) does not exceed 10% of the Stapled Shares already on issue at the

time of the Offer;

c.the consideration payable for each New Stapled Share offered does not exceed that payable by the

participants under the Placement; and

d.if the SPP is oversubscribed, all over subscriptions are accepted (subject to paragraphs (a) and (b) above or

such lower limits contained in this Offer Document) or oversubscriptions will be scaled according only to the

number of fully paid Stapled Shares carrying votes held by those accepting the SPP on the Record Date.


10.Amendments to the Offer and waiver of compliance

10.1.Notwithstanding any other term or condition of the Offer, the offer website (www.shareoffer.co.nz/precinct),

Precinct may, at its discretion:

a.make non-material modifications to the Offer on such terms and conditions it thinks fit (in which event

applications for New Stapled Shares under the Offer will remain binding on the applicant notwithstanding

such modification and irrespective of whether an application was received by the Share Registrar before or

after such modification is made); and/or

b.suspend or terminate the Offer at any time prior to the issue of the New Stapled Shares under the Offer

(including by reviewing the timetable for the Offer). If the Offer is terminated, application monies will be

refunded to applicants without interest within 5 Business Days of termination.

10.2.Precinct reserves the right to waive compliance with any provision of these terms and conditions, which will be

done in accordance with New Zealand law (including the Listing Rules).

10.3.Precinct will notify NZX of any waiver, amendment, suspension, withdrawal or termination of the Offer. Approval of

any material changes to the Offer will be sought from NZX to the extent required under the Listing Rules.


11.Governing law

11.1.These terms and conditions shall be governed by and construed in accordance with the laws of New Zealand.


12.Dispute resolution

12.1.If any dispute arises in connection with the Offer, Precinct may settle it in any manner it thinks fit. It may do so

generally or in relation to any particular shareholder, applicant, application or Stapled Share. Precinct’s decision

will be final and binding.


13.Inconsistency

13.1.Unless otherwise determined by the directors of Precinct, in the event of any inconsistency between the terms and

conditions of the Offer and:

a.the accompanying Letter from the Chair of Precinct and the Questions and Answers, the terms and conditions

shall take precedence; and

b.Precinct’s constitutions, Precinct’s constitutions shall take precedence.

Precinct Properties New Zealand Limited and Precinct Properties Investments Limited

14

Glossary
Allotment Date4 November 2025.

Boardmeans the boards of directors of PPNZ and PPIL.

Business Dayhas the meaning given to that term in the Listing Rules.

Closing Datemeans 5:00pm (NZDT) on 28 October 2025.

Eligible Beneficiarymeans a person with a registered address in New Zealand, on whose behalf a Custodian or

nominee is holding Stapled Shares at 5.00pm (NZDT) on the Record Date; provided that such

person is not in the United States.

Custodianhas the meaning given in clause 3.1 of Part 4 of this Offer Document.

Eligible Shareholdermeans a person who, at 5.00pm (NZDT) on the Record Date, was recorded in Precinct’s share

register as being a Shareholder and whose address is shown in Precinct’s share register as

being in New Zealand; provided such Shareholder is not in the United States and is not

acting for the account or benefit of a person in the United States (or, in the event such

Shareholder is acting for the account or benefit of a person in the United States, it is not

applying for or acquiring shares for, or for the account or benefit of, that person).

Existing Stapled Sharemeans a Stapled Share on issue on the Record Date.

Issue Date4 November 2025.

Issue PriceThe New Stapled Shares will be issued at the lower of:

•the price paid by investors in Precinct’s recent Placement, being $1.23 per Stapled

Share; and

•a 2.5% discount to the five day volume weighted average price of Precinct Stapled

Shares traded on NZX during the five NZX trading days up to, and including, the

Closing Date.

Listing Rulesmeans the listing rules of NZX in relation to the NZX Main Board (or any market in substitution

for that market) in force from time to time, read subject to any applicable rulings or waivers.

New Stapled Sharemeans a Stapled Share in Precinct offered under the Offer of the same class as, and ranking

equally in all respects with, Precinct’s quoted Existing Stapled Shares at the Allotment Date.

NZXmeans NZX Limited.

NZX Main Boardmeans the main board equity security market operated by NZX.

NZX Primary

Market Participant

means any company, firm, organisation, or corporation designated or approved as a

primary market participant from time to time by NZX.

Offer Documentmeans this document.

Opening Datemeans 15 October 2025.

Placementmeans an underwritten offer of $285 million of Stapled Shares to selected investors

announced to NZX on 13 October 2025.

PPILPrecinct Properties Investments Limited.

PPNZPrecinct Properties New Zealand Limited.

Precinctmeans PPNZ together with PPIL.

Record Datemeans 10 October 2025.

SPP or Offermeans the share purchase plan detailed in this Offer Document.

Share RegistrarComputershare Investor Services Limited.

Shareholdermeans a registered holder of Stapled Shares.

Stapled Sharemeans one fully paid ordinary share in PPNZ and one fully paid ordinary share in PPIL.

Share Purchase Plan15

Directory
Issuer

Precinct Properties New Zealand Limited and

Precinct Properties Investments Limited

Registered Office of Precinct

Level 12,

188 Quay Street

Auckland, 1010

New Zealand

Telephone: 0800 122 696

Email: hello@precinct.co.nz

Share Registrar

Computershare Investor Services Limited

Level 2, 159 Hurstmere Road

Takapuna, Auckland 0622

Private Bag 92119

Auckland 1142

Telephone: 0800 650 034 (within NZ) or

+64 9 488 8777 (outside NZ)

Email: precinct@computershare.co.nz

Sole Arranger and Joint Lead Manager

Jarden Securities Limited

Level 32, PwC Tower

15 Customs Street West

Auckland 1010

Joint Lead Managers

Forsyth Barr Limited

Level 10, Forsyth Barr House

35 The Octagon

Dunedin 9016

UBS New Zealand Limited

Level 27, 188 Quay Street,

Auckland 1010

Legal advisors to Precinct

Chapman Tripp

Level 34, PwC Tower

15 Customs Street West

Auckland 1010

Precinct Properties New Zealand Limited and Precinct Properties Investments Limited16

APPLY ONLINE AT WWW.SHAREOFFER.CO.NZ/PRECINCT

---

NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES

Precinct Properties Group

Share Purchase Plan letter of entitlement





















15 October 2025


Dear Shareholders,


On behalf of the directors of Precinct Properties Group (Precinct), I am pleased to offer you the opportunity to

participate in our share purchase plan (SPP). Shareholders who, at 5.00pm (NZDT) on 10 October 2025, were

recorded in Precinct’s share register as having a registered address in New Zealand (Eligible Shareholders) have

the opportunity to acquire new stapled shares in Precinct (New Stapled Shares) without incurring any brokerage or

other transaction costs.

Eligible Shareholders located in New Zealand may apply to participate in the offer online only at

www.shareoffer.co.nz/precinct. If you have any questions in relation to the completion of an online

application, please contact Computershare Investor Services Ltd via email at:

precinct@computershare.co.nz or phone at: 0800 650 034.

The SPP is part of Precinct’s equity raising initiative announced on 13 October 2025, details of which can be found

at www.nzx.com under the ticker “PCT”. Additional information regarding the equity raise is contained in the

investor presentation accompanying the 13 October 2025 announcement (Investor Presentation).

Full details regarding the SPP, including how to apply online, are set out in the SPP Offer Document dated 15

October 2025 (Offer Document) which is available to Eligible Shareholders in New Zealand at

www.shareoffer.co.nz/precinct. The SPP is subject to the terms and conditions included in the Offer Document.

We recommend that you read the Offer Document and the Investor Presentation carefully, and encourage you to

seek financial, investment, or other professional advice from a qualified professional advisor and that you take your

time to consider this SPP, before deciding whether to participate.

Precinct is targeting to raise NZ$25 million through the SPP, with the ability to accept oversubscriptions at its

discretion, which will be in addition to the NZ$285 million already raised by Precinct under the fully underwritten

placement of new stapled shares announced on 13 October 2025 (Placement).


Equity raising to fund growth

The proceeds from the equity raise will initially be used to repay bank debt and will allow Precinct to:

• progress $3.7 billion

1

of opportunities alongside capital partners, including committing to develop a new

638-bed purpose-built student accommodation development at 256 Queen Street, Auckland;

• optimise the timing and approach to capital partnering to ensure value for Precinct shareholders is

maximised; and

• maintain a balanced approach to gearing and liquidity management.

Precinct owns well-located quality assets and we are trusted, experienced managers of real estate, investment

funds and operating businesses. We have a proven track record of developing world-class real estate.


1

Estimated completion value of uncommitted development pipeline, prior to the commitment of 256 Queen Street.



Leveraging concentrated ownership in strategic locations, Precinct has successfully evolved its portfolio since 2021,

through internalisation of its management, stapling and expansion of its investible universe. In 2022, Precinct

launched its capital partnering and living sector strategies, which have since become core components of our

business. Entry into the living sector marks a strategic pivot from core commercial office portfolio into residential

development, which has subsequently expanded to include purpose-built student accommodation. This move was

a natural extension of Precinct's expertise in creating high quality, mixed-use urban precincts.

The Board is committed to ensuring Precinct continues to create value for our clients, partners and you, our

shareholders. This remains a priority for the business.


Structure of equity raise

The Board acknowledges that while the equity raise is not structured as a rights offer, the offer has been designed

and implemented in a manner that is consistent with the Board’s objective of ensuring fairness for all shareholders.

Specifically, the SPP provides nearly all Eligible Shareholders with the ability to maintain their pro-rata shareholding

in Precinct if they choose to participate. In addition, significant retail shareholders were invited to maintain

proportionate ownership through Placement participation via their broker.

The Board has determined that this capital raising structure is in the best interests of Precinct, after carefully

considering alternative capital raising structures, and weighing the benefits of this capital raising structure against

the expected impact on non-participating shareholders. In particular, the Board has elected to use a combination

of a Placement and SPP for this equity raise as:

• Compared to other capital raising structures (such as a pro-rata rights issue), such a structure provides the

tightest pricing and lowest execution risk.

• It is able to be structured to give the vast majority of Precinct’s shareholders the opportunity to maintain

their relative shareholdings if desired.

We believe this structure is well understood by our shareholders, with a similar structure being used for Precinct's two

most recent capital raisings in June 2021 and February 2019. These were considered by Precinct to be highly

successful capital raises in relation to the pricing achieved and supporting pro rata participation.

Should the SPP become oversubscribed and Precinct elects to apply scaling to applications, this will be done in

reference to the number of fully paid stapled shares in Precinct held by those Eligible Shareholders accepting the

SPP as at 5.00pm (NZDT) 10 October 2025. The Board has selected this offer structure to provide Precinct greater

execution certainty and reduced transaction costs compared to a rights offer, while ensuring fairness.


Consistent with Precinct’s previous equity raises, paper application forms or printed Offer Documents will not be

distributed to Shareholders. This decision demonstrates our commitment to sustainability. By eliminating printed

materials, we reduce environmental impact and have the additional benefit to Shareholders of reduced printing

costs. Application forms and the Offer Document are available to Eligible Shareholders in New Zealand online at

www.shareoffer.co.nz/precinct.


SPP

The SPP is available to all Eligible Shareholders in New Zealand, giving them the opportunity to each invest up to

$50,000 in New Stapled Shares in Precinct. These New Stapled Shares will be issued at the lower of the price paid by

investors in Precinct’s recent Placement, being $1.23 per New Stapled Share, and a 2.5% discount to the five-day

volume weighted average price of Precinct stapled shares traded on the NZX during the five NZX trading days up

to, and including, the closing date of the SPP. Should you choose to participate in the SPP, you will not incur any

brokerage or other transaction costs.

After reading the Offer Document and the Investor Presentation carefully, the Board encourages you to seek

financial, investment, or other professional advice from a qualified professional advisor and that you take your time

to consider this offer. Additional information can be found at www.shareoffer.co.nz/precinct and in the Investor

Presentation we released to NZX on 13 October 2025.

On behalf of the Board, thank you for your continued support in Precinct and I welcome your participation in this

offer.


Ngā mihi,




Anne Urlwin

Independent Director and Chair




This SPP closes at 5:00pm (NZDT) on 28 October 2025, unless extended. Applications must be received by the Share

Registrar, and payment must be lodged by direct credit before this time at www.shareoffer.co.nz/precinct. The

New Stapled Shares issued under the SPP are expected to be allotted on or around 4 November 2025. They will

rank equally with existing stapled shares in Precinct at that date.


NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES


This letter is intended for Eligible Shareholders in New Zealand and may not be released or distributed in the United

States. This letter does not constitute an offer to sell, or the solicitation of an offer to buy, any New Stapled Shares in

the United States or in any jurisdiction in which such an offer or solicitation would be illegal. The New Stapled

Shares have not been, and will not be, registered under the U.S. Securities Act of 1933, as amended (U.S. Securities

Act) or under the securities laws of any state or other jurisdiction of the United States, and may not be offered, sold

or otherwise transferred, directly or indirectly, in the United States or to any person acting for the account or benefit

of a person in the United States, except, in the case of the Placement, in transactions exempt from, or not subject

to, the registration requirements of the U.S. Securities Act and the securities laws of any state or other jurisdiction of

the United States. The New Stapled Shares may be offered and sold outside the United States only in “offshore

transactions” (as defined in Rule 902(h) under the U.S. Securities Act) in reliance on Regulation S under the U.S.

Securities Act.


You must not send copies of this letter or any other material relating to the SPP to any person in the United States or

elsewhere outside New Zealand. The release, publication or distribution of this letter (including an electronic copy)

outside New Zealand may be restricted by law. If you come into possession of this letter, you should observe such

restrictions. Any non-compliance with these restrictions may contravene applicable securities laws.


Future performance


This letter contains forward looking statements, including “forward looking statements” within the meaning of

Section 27A of the U.S. Securities Act, Section 21E of the United States Securities Exchange Act of 1934 and the

United States Private Securities Litigation Reform Act of 1995. These forward-looking statements are not historical

facts but rather are based on Precinct’s current expectations, estimates and projections about the industries in

which it operates, and beliefs and assumptions. Forward looking statements can generally be identified by the use

of forward looking words such as “anticipate“, “approximate”, “believe“, “expect“, “project“, “forecast“,

“estimate“, “foresee”, “likely“, “intend“, “should“, “will“, “could“, “may“, “target“, “aim”, “plan“ and other similar

expressions within the meaning of securities laws of applicable jurisdictions, and include statements regarding

outcome and effects of the Equity Raise. Indications of, and guidance or outlook on, future earnings, distributions

or financial position or performance are also forward-looking statements.


Forward-looking statements, opinions and estimates provided in this letter are based on assumptions and

contingencies that are subject to change without notice and involve known and unknown risks, uncertainties,

assumptions, contingencies and other factors, many of which are beyond the control of Precinct and its related

bodies corporate and affiliates and each of their respective directors, securityholders, officers, employees,

partners, agents, advisers and management, are difficult to predict and could cause actual results to differ

materially from those expressed or forecasted in the forward-looking statements. This includes statements about

market and industry trends, which are based on interpretations of market conditions.


Precinct cautions shareholders and prospective shareholders not to place undue reliance on these forward-looking

statements, which reflect Precinct’s views only as of the date of this letter. There can be no assurance that actual

outcomes will not differ materially from these forward-looking statements. Forward-looking statements are provided

as a general guide only and should not be relied on as an indication or guarantee of future performance. Actual

results, performance or achievements may differ materially from those expressed or implied in those statements

and any projections and assumptions on which these statements are based.


These statements may assume the success of Precinct’s business strategies, the success of which may not be

realised within the period for which the forward-looking statements may have been prepared, or at all.

No guarantee, representation or warranty, express or implied, is made as to the accuracy, likelihood of

achievement or reasonableness of any forecasts, prospects, returns, statements or tax treatment in relation to

future matters contained in this letter.


These forward-looking statements speak only as of the date of this letter, and except as required by applicable

laws or regulations, Precinct, its representatives or advisers do not undertake to publicly update or revise any

forward-looking statement or other statements in this letter, whether as a result of a change in expectations or

assumptions, new information, future events, results or circumstances. Past performance and pro forma historical

financial information is given for illustrative purposes only. It should not be relied on and it is not indicative of future

performance, including future security prices.




Important Notice


This letter does not constitute investment or financial product advice, nor is it a recommendation to acquire New

Stapled Shares. It is not intended to be used as the basis for making a financial decision, nor is it intended to

constitute legal, tax, accounting or other advice. You should make your own enquiries and investigations

regarding any investment, and should seek your own professional advice on the legal, financial, accounting,

taxation and other consequences of investing in Precinct.


This letter is not a prospectus, product disclosure statement or any other disclosure or offering document under

New Zealand law or any other law. This letter is for information purposes only and is not an invitation or offer of

securities for subscription, purchase or sale in any jurisdiction and neither this letter nor anything in it shall form any

part of any contract for the acquisition of New Stapled Shares.

---

NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES

Precinct Properties New Zealand Limited 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 T 0800 400 599

W www.precinct.co.nz PO Box 5140, Auckland 1141, New Zealand PO Box 2, Wellington 6140, New Zealand

NZX announcement – 15 October 2025

Precinct $25 million Share Purchase Plan Opens

Precinct Properties Group (Precinct) (NZX: PCT) is pleased to announce the opening today of

its non-underwritten share purchase plan targeting $25 million of new stapled shares (New

Stapled Shares), with the ability to accept oversubscriptions at Precinct’s discretion (SPP). The

SPP is part of Precinct’s $310 million equity raise announced on 13 October 2025 (Equity Raise),

whereby Precinct also undertook a fully underwritten $285 million placement of New Stapled

Shares to eligible investors in New Zealand, Australia and certain other jurisdictions

(Placement).

Precinct announced the successful completion of the Placement yesterday (14 October

2025). The $285 million Placement was fully subscribed at the fixed price of $1.23 per New

Stapled Share, which represented a 7.5% discount to the last close price of $1.33 on 10

October 2025 and a 7.7% discount to the five day volume weighted average price of

Precinct’s stapled shares (Stapled Shares) traded on the NZX during the five NZX trading days

up to and including 10 October 2025 of $1.3332. Settlement, allotment, and the

commencement of trading of New Stapled Shares issued under the Placement is expected

to occur on 17 October 2025.

Under the SPP, each eligible shareholder who was recorded in Precinct’s share register as

being a registered holder of Stapled Shares and having an address in New Zealand as at

5:00pm (NZDT) on the record date of 10 October 2025 (Eligible Shareholder) can subscribe for

up to $50,000 worth of New Stapled Shares. The issue price of these New Stapled Shares will

be the lower of the Placement price of $1.23 and a 2.5% discount to the five-day volume

weighted average price of Stapled Shares traded on the NZX during the five NZX trading days

up to, and including, the closing date of the SPP. The New Stapled Shares to be issued under

the SPP will rank equally in all respects with Precinct’s existing Stapled Shares on issue.

The SPP has been designed so that most eligible shareholders have the potential to preserve

their current relative shareholding, if they choose to participate. If scaling of the SPP is

required, it will be done having regard only to the number of fully paid Stapled Shares held by



NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES


Precinct Properties New Zealand Limited 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 T 0800 400 599

W www.precinct.co.nz PO Box 5140, Auckland 1141, New Zealand PO Box 2, Wellington 6140, New Zealand

those Eligible Shareholders accepting the SPP as at 5.00pm (NZDT) on the record date of 10

October 2025.

Full details regarding the SPP are set out in the SPP Offer Document now available to Eligible

Shareholders in New Zealand at www.shareoffer.co.nz/precinct along with further information

regarding the SPP. All Eligible Shareholders in New Zealand are encouraged to visit this website

and must apply online before 5.00pm (NZDT) on 28 October 2025 if they choose to participate.

A copy of the SPP Offer Document also accompanies this announcement.


SPP key dates:


SPP Record Date 5:00pm (NZDT) on 10 October 2025

SPP Opening Date 15 October 2025

SPP Closing Date 5:00pm (NZDT) on 28 October 2025

Settlement and allotment of New Stapled

Shares issued under the SPP

4 November 2025

Noting: The timetable above is indicative only and subject to change

End

For further information, please contact:


Scott Pritchard

Chief Executive Officer

Mobile: +64 21 431 581

Email: scott.pritchard@precinct.co.nz


George Crawford

Deputy Chief Executive Officer

Mobile: +64 21 384 014

Email: george.crawford@precinct.co.nz


Richard Hilder

Chief Financial Officer

Mobile: +64 29 969 4770

Email: richard.hilder@precinct.co.nz



NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES


Precinct Properties New Zealand Limited 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 T 0800 400 599

W www.precinct.co.nz PO Box 5140, Auckland 1141, New Zealand PO Box 2, Wellington 6140, New Zealand

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 Precinct Flex, Commercial Bay retail and a multi-unit

residential development business. As at 30 June 2025, Precinct's directly-held portfolio (on-completion value)

totalled $3.2 billion and Precinct had a further $1.6 billion of capital partnering assets under management: $1.2

billion of these were assets in which Precinct holds a minority interest; with the balance being managed on behalf

of third party partners. For more 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 hold an equal

number of shares in Precinct Properties New Zealand Limited and Precinct Properties Investments Limited and these

shares can only be dealt with together. The stapled issuers are described as “Precinct Properties NZ & Precinct

Properties Investments Ltd” on NZX systems and the ticker code for the Stapled Shares remains PCT.

NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES

This announcement has been prepared for publication in New Zealand and may not be

released or distributed in the United States. This announcement does not constitute an offer

to sell, or the solicitation of an offer to buy, any New Stapled Shares in the United States or in

any jurisdiction in which such an offer or solicitation would be illegal. The New Stapled Shares

have not been, and will not be, registered under the U.S. Securities Act of 1933, as amended

(U.S. Securities Act) or under the securities laws of any state or other jurisdiction of the United

States, and may not be offered, sold or otherwise transferred, directly or indirectly, in the

United States or to any person acting for the account or benefit of a person in the United

States, except, in the case of the Placement, in transactions exempt from, or not subject to,

the registration requirements of the U.S. Securities Act and the securities laws of any state or

other jurisdiction of the United States. The New Stapled Shares may be offered and sold

outside the United States only in “offshore transactions” (as defined in Rule 902(h) under the

U.S. Securities Act) in reliance on Regulation S under the U.S. Securities Act.

You must not send copies of this announcement or any other material relating to the SPP to

any person in the United States or elsewhere outside New Zealand. The release, publication

or distribution of this announcement (including an electronic copy) outside New Zealand may



NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES


Precinct Properties New Zealand Limited 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 T 0800 400 599

W www.precinct.co.nz PO Box 5140, Auckland 1141, New Zealand PO Box 2, Wellington 6140, New Zealand

be restricted by law. If you come into possession of this announcement, you should observe

such restrictions. Any non-compliance with these restrictions may contravene applicable

securities laws.

Future performance

This announcement contains forward looking statements, including “forward looking

statements” within the meaning of Section 27A of the U.S. Securities Act, Section 21E of the

United States Securities Exchange Act of 1934 and the United States Private Securities

Litigation Reform Act of 1995. These forward-looking statements are not historical facts but

rather are based on Precinct’s current expectations, estimates and projections about the

industries in which it operates, and beliefs and assumptions. Forward looking statements can

generally be identified by the use of forward looking words such as “anticipate“,

“approximate”, “believe“, “expect“, “project“, “forecast“, “estimate“, “foresee”, “likely“,

“intend“, “should“, “will“, “could“, “may“, “target“, “aim”, “plan“ and other similar expressions

within the meaning of securities laws of applicable jurisdictions, and include statements

regarding outcome and effects of the Equity Raise. Indications of, and guidance or outlook

on, future earnings, distributions or financial position or performance are also forward-looking

statements.

Forward-looking statements, opinions and estimates provided in this announcement are

based on assumptions and contingencies that are subject to change without notice and

involve known and unknown risks, uncertainties, assumptions, contingencies and other

factors, many of which are beyond the control of Precinct and its related bodies corporate

and affiliates and each of their respective directors, securityholders, officers, employees,

partners, agents, advisers and management, are difficult to predict and could cause actual

results to differ materially from those expressed or forecasted in the forward-looking

statements. This includes statements about market and industry trends, which are based on

interpretations of market conditions.

Precinct cautions shareholders and prospective shareholders not to place undue reliance on

these forward-looking statements, which reflect Precinct’s views only as of the date of this

announcement. There can be no assurance that actual outcomes will not differ materially

from these forward-looking statements. Forward-looking statements are provided as a



NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES


Precinct Properties New Zealand Limited 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 T 0800 400 599

W www.precinct.co.nz PO Box 5140, Auckland 1141, New Zealand PO Box 2, Wellington 6140, New Zealand

general guide only and should not be relied on as an indication or guarantee of future

performance. Actual results, performance or achievements may differ materially from those

expressed or implied in those statements and any projections and assumptions on which these

statements are based.

These statements may assume the success of Precinct’s business strategies, the success of

which may not be realised within the period for which the forward-looking statements may

have been prepared, or at all.

No guarantee, representation or warranty, express or implied, is made as to the accuracy,

likelihood of achievement or reasonableness of any forecasts, prospects, returns, statements

or tax treatment in relation to future matters contained in this announcement.

These forward-looking statements speak only as of the date of this announcement, and

except as required by applicable laws or regulations, Precinct, its representatives or advisers

do not undertake to publicly update or revise any forward-looking statement or other

statements in this announcement, whether as a result of a change in expectations or

assumptions, new information, future events, results or circumstances. Past performance and

pro forma historical financial information is given for illustrative purposes only. It should not be

relied on and it is not indicative of future performance, including future security prices.

Important Notice

This announcement does not constitute investment or financial product advice, nor is it a

recommendation to acquire New Stapled Shares. It is not intended to be used as the basis for

making a financial decision, nor is it intended to constitute legal, tax, accounting or other

advice. You should make your own enquiries and investigations regarding any investment,

and should seek your own professional advice on the legal, financial, accounting, taxation

and other consequences of investing in Precinct.

This announcement is not a prospectus, product disclosure statement or any other disclosure

or offering document under New Zealand law or any other law. This announcement is for

information purposes only and is not an invitation or offer of securities for subscription,

purchase or sale in any jurisdiction and neither this announcement nor anything in it shall form

any part of any contract for the acquisition of New Stapled Shares.

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.