What did Precinct Properties New Zealand Limited announce?

Precinct Properties New Zealand Limited (NZX: PCT) filed “Precinct Corporate Governance Presentation” with NZX on 2 November 2025, as a board change announcement.

When was it filed?
2 November 2025
Where is the original?
NZX announcement
Precinct Properties New Zealand Limited logo

Precinct Corporate Governance Presentation

Board Change2 November 2025PCTReal Estate

Governance
Roadshow

3-4 November 2025

Replace photo with

non-construction

Precinct Board
Governance Roadshow | 3-4 November 20252

Anne Urlwin ONZM

Board Chair

Appointed September 2019 | 2025 re-election

Alison Barrass

Appointed October 2024

Nicola Greer

ESG Committee Chair

Appointed July 2021

Chris Judd

Appointed April 2013

Chris Meads

People & Performance Committee Chair

Appointed October 2023 | 2025 re-election

Mark Tume

Audit & Risk Committee Chair

Appointed August 2021

Taurua Grant (Board Observer)

Future Director

From left to right: Nicola Greer, Chris Judd, Chris Meads, Taurua Grant (Future Director Board Observer), Anne Urlwin, Mark Tume and Alison Barrass

Board Committees
Governance Roadshow | 3-4 November 20253

BOARD

Audit & Risk

Committee

Environmental,

Social &

Governance

Committee

People &

Performance

Committee

Committee Members:

•Mark Tume, Chair

•Anne Urlwin

•Nicola Greer

•Chris Meads

Committee Members:

•Nicola Greer, Chair

•Anne Urlwin

•Alison Barras

•Chris Judd

Committee Members:

•Chris Meads, Chair

•Anne Urlwin

•Alison Barrass

•Chris Judd

Photo Credit: Simon Devitt

Director Skills Matrix
Governance Roadshow | 3-4 November 20254

•The matrix reflects the director attributes which

the Board considers are required to oversee

Precinct’s strategic business objectives and is

reviewed annually

•Precinct believes assessing the level of skills and

experience collectively, rather than on an

individual basis, is the most appropriate means

to demonstrate Board effectiveness and reflects

the benefits of diversity of director experience

•The allocations in the matrix reflect each

Director's assessment of the current skills he or

she believes they bring to the Boards and

highlights the different attributes held

collectively by the Precinct Boards of Directors

Board Succession
•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

•In order to maintain best practice Board succession planning,

the Board has decided to stagger the existing re-election

schedule

•Although Chris Meads is not required to retire in accordance

with this rule this year, he stands for re-election with the support

of the Board and is considered by the Board to be an

Independent Director

•The diagram to the right illustrates the year each Director is due

for re-election and, where applicable, the proposed earlier re-

election dates proposed

Governance Roadshow | 3-4 November 20255

Board member

Current

tenure

CY2025CY2026CY2027CY2028CY2029

Chris Judd12 years

Anne Urlwin6 years

Nicola Greer4 years

Mark Tume4 years

Chris Meads2 years

Alison Barrass1 year

Due for re-electionProposed earlier re-election date

Current director position and fee rateCurrent
1

Proposed

1

Increase

2

Comp. to

market

median

3

Chair$182,340$214,2400%

4

101%

Independent Director$98,800$98,8000%99%

A&R

5

Committee Chair$20,000$23,00015%100%

P&P

5

Committee Chair$17,500$20,00014%100%

ESG

5

Committee Chair$17,500$20,00014%100%

A&R

5

Committee Member$11,900$11,9000%99%

P&P

5

Committee Member$10,000$10,0000%100%

ESG

5

Committee Member$10,000$10,0000%93%

DD

5

Committee Chair (ad hoc rate)$380 /hr$380 /hr0%N/A

DD

5

Committee Member (ad hoc rate)$350 /hr$350 /hr0%N/A

Annual Cap for DD

5

Committee Fees$100,000$100,0000%N/A

Director Remuneration & Attendance

Governance Roadshow | 3-4 November 20256

Director

Board

Meetings

A&R

5


Committee

Meetings

P&P

5


Committee

Meetings

ESG

5


Committee

Meetings

No. of meetings9

6

564

Anne UrlwinBoard Chair9564

Alison Barrass

7

Director6n/a42

Nicola GreerESG

3

Committee Chair95n/a4

Chris JuddDirector6n/a54

Chris Meads

8

P&P

5

Committee Chair

8

956n/a

Mark TumeA&R

5

Committee Chair85n/an/a

Graeme Wong

8

P&P

5

Committee Chair

8

5n/a33

Meeting attendanceDirector remuneration – current and proposed

Notes

1.$ per annum (plus GST, if any), unless otherwise stated

2.When assessed across total director fees, the overall increase is 0.97%

3.Comparison is calculated using the proposed remuneration. See PwC's report on the Corporate Governance

section of Precinct's website for details of the comparator group used by PwC

4.Under Precinct's current Director Remuneration, the Chair is paid a base fee of $182,340 with an additional $31,900

in Committee fees (A&R Committee, ESG Committee, and P&P Committee). Under the proposed Remuneration, the

Chair's fee is inclusive of all Committee membership fees, but otherwise remains unchanged

5.A&R = Audit & Risk; P&P = People & Performance; ESG = Environmental, Social & Governance; DD = Due Diligence

6.Five scheduled meetings and four out-of-cycle meetings

7.Alison Barrass was appointed as an Independent Director with effect from 1 October 2024

8.Graeme Wong retired from the Board of Directors with effect from 15 November 2024. Chris Meads was appointed

People and Performance Committee Chair with effect from 14 November 2024

When assessed across total director

fees, the overall increase is 0.97%

Governance Roadshow | 3-4 November 2025
Our Strategy

Our Strategy

Strategic Pillars

Our Focus

Leverage our strategic pillars to create vibrant, mixed-use precincts that provide quality experiences for the

people who live, visit or come to work in our spaces, while delivering long-term value to shareholders

Core Investments

DevelopmentCapital Partnering

•Well-located prime assets which

have significantly outperformed

lower grade stock

•Stock selection remains a key

success factor for out performance

•Extending our offering to ensure we

continue to attract the best quality

clients in the country

•Recycling and deploying capital into

projects that generate higher yielding

returns

•Leveraging Precinct’s expertise and

capability to deliver on our

development pipeline valued at $3.7

1


billion which includes mixed use,

office, living, and largescale projects

like the Downtown Car Park

redevelopment project

•Expanding our investor base enables

Precinct to explore a broader set of

opportunities

•Investing in value-add opportunities

alongside capital partners leverages

Precinct’s expertise in repositioning,

releasing, and realising value,

delivering a higher return on the

invested capital through a moderate

risk profile

•Funds management, development

management, investment

management, and property

management

Our purpose is to enrich everyday lives through the environments we create

Notes: (1) Estimated completion value of uncommitted development pipeline prior to commitment of 256 Queen Street.

7

Strategic Progress – FY25
Governance Roadshow | 3-4 November 2025

Key strategic initiatives

FY25 highlights include:

•Commitment to deliver NZ’s largest student

accommodation facility for the University of

Auckland at 22 Stanley Street, Auckland and

the formation of a new strategic real estate

investment partnership with Keppell.

•Advanced our Joint Venture with Orams Group

with the commercial office development and

marine-related space now commenced.

•Commenced construction at York House

apartment development in Parnell.

•Resource consent granted for the residential

apartment development on Dominion and

Valley Roads in Mount Eden.

•Resource consent granted at Pillars in Auckland

for a premium boutique apartment offering.

•Progressed preliminary design for the

Downtown Car Park redevelopment project.

•Sale of the remaining 20% interest in 40 and 44

Bowen Street in Wellington for $48 million, and

conditional sale of the hotel at One Queen

Street in Auckland for $180 million.

•Precinct is seeking to establish a capital

partnership for the PwC Tower in Commercial

Bay, Auckland.

6.50

6.706.70

6.756.75

0

1

2

3

4

5

6

7

8

FY21FY22FY23FY24FY25

cents (cps)

Full year dividends

96.6

107.5

114.0

114.5

112.7

0

20

40

60

80

100

120

140

FY21FY22FY23FY24FY25

$ millions

FFO performance

Precinct

directly

owned

$3.2b

Capital

partnerships

$1.6b

Assets under management

(completion value)

1

Precinct directly ownedCapital partnerships

Direct investment portfolioDirect developments

Commercial partnershipsResidential developments

Expected capital partnerships

over the medium term

~$4-5b

Precinct has a target of allocating around 20% of its

capital to investment partnerships across the living

and commercial sectors

Notes: (1) As at 30 June 2025

8

Strategic Progress – FY26 YTD
Governance Roadshow | 3-4 November 20259

Equity raise

•On 13 October 2025, Precinct announced an equity raise to:

oProgress its $3.7 billion

1

pipeline of growth opportunities;

oCommence a new 638-bed purpose-built student

accommodation (PBSA) development at 256 Queen St;

oOptimise the timing and approach to capital partnering;

and

oMaintain a balanced approach to gearing and liquidity

management

•The raise was well supported by shareholders with strong

demand across both the Placement and SPP

•Precinct received valid applications totalling approximately

$52 million under the SPP and is accepting an additional $15

million of subscriptions, bringing the total amount raised to

$325 million

256 Queen Street

•Precinct also announced a commitment to commence a

new PBSA development at the 256 Queen Street, Auckland

•A Design Build Fixed Price contract has been signed with

Icon appointed as main contractor

•Construction is planned to commence in November 2025 to

target opening in semester 1 of the 2029 academic year

•A process to secure a capital partner will commence shortly

Artist’s impression: 256 Queen StreetArtist’s impression: 256 Queen Street

Notes: (1) Estimated completion value of uncommitted development pipeline prior to commitment of 256 Queen Street.

Responsible groupDescription of responsibility
Precinct Board

•Determine the nature and extent of the risks it is willing to take to

achieve the business strategy

•Establish the parameters for each risk

Audit & Risk Committee

•Delegated authority in assessing effectiveness of internal

controls and risk management processes

•Delegated authority to regularly oversee and review the Risk

Register

Executive

•Input into Board's process for setting risk parameters

•Lead and execute Precinct's approach to risk

•Oversee reporting and identification of emerging risks

Development

control group

Operational

management

Health &

Safety

committee

•Implement and maintain risk management policies

•Create an environment that embraces risk management

•Audit and monitor all development sites

ContractorsEmployeesOther

•Day-to-day responsibility of managing risk

•Report and maintain internal risk and hazard registers

Risk Management

Governance Roadshow | 3-4 November 202510

The Board has a sound

understanding of the material

risks faced by the business and

how to manage them. The

Board regularly verifies that

the Company has appropriate

processes that identify and

manage potential and

material risks.

Our Approach

Precinct has a robust risk assessment

process and is committed to providing a

clear risk management and reporting

framework for the business to operate under

to achieve its objectives, whilst ensuring all

risks are understood and managed.

Reporting Framework

Resolutions
Governance Roadshow | 3-4 November 202511

1. Re-election of Director (PPNZ)

That Anne Urlwin, who retires by rotation and has offered herself for re-

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

Limited.

2. Re-election of Director (PPNZ)

That Chris Meads, who retires by rotation and has offered himself for re-

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

Limited.

3. Directors’ Remuneration (PPNZ)

That, in accordance with NZX Listing Rule 2.11.1, the amount payable to any

person who from time to time holds office as a Director of Precinct be

increased pursuant to the per position sums shown in the “Proposed

Remuneration” column of the table contained in explanatory note 3, with

effect from 18 November 2025 and that the remuneration may be satisfied

in stapled securities in accordance with NZX Listing Rule 4.7

.

4. & 5. Auditor's Remuneration (PPNZ & PPIL)

That the Directors be authorised to fix the remuneration of Ernst & Young as

auditor for (4.) Precinct Properties New Zealand Limited and (5.) Precinct

Properties Investments Limited for the ensuing year.

Re-election Profiles
Governance Roadshow | 3-4 November 202512

Anne Urlwin

Director, Independent

First appointed by the Board in September

2019 and last elected by shareholders in

November 2022

Board Committees

•Audit & Risk Committee

•ESG Committee

•People & Performance Committee

Chris Meads

Director, Independent

First appointed by the Board in October

2023 and last elected by shareholders in

November 2023

Board Committees

•People & Performance Committee

(Chair)

•Audit & Risk Committee

Background

Anne is a professional director with experience in a range of sectors including construction,

infrastructure, telecommunications, renewable energy, health and financial services. She is

a director of Infratil Limited, City Rail Link Limited, Ventia Services Group Limited and Vector

Limited. Anne is a chartered accountant and is a former Chair of national commercial

construction group Naylor Love and of the New Zealand Blood Service, and a former

director of Chorus Limited, Tilt Renewables Limited, Summerset Group Holdings Limited

and Queenstown Airport Corporation Limited. Anne was made an Officer of the New

Zealand Order of Merit for services to business in 2022.

Key Skills

Governance; construction and property development; finance, audit & risk management;

infrastructure and major projects; sustainability; commercial experience.

Background

Educated at the University of Auckland and Victoria University of Wellington, Chris has over

thirty years’ experience working in the banking and finance sectors in New Zealand and

Hong Kong. Chris has previously worked as an economist, investment banker and was

formerly the Chief Investment Officer of Pantheon Ventures, a large global private markets

investment management firm with investment strategies encompassing private equity,

private credit and real assets including infrastructure and property.

Key Skills

Strategic growth; funds management/capital partnering; financial & commercial acumen;

international expertise; governance; people & culture; sustainability.

Precinct Executive
Governance Roadshow | 3-4 November 202513

Precinct’s executive team is highly experienced and collectively holds

around 90 years of tenure at Precinct, with Scott, George and Richard

each recently surpassing 15 years at the company.

Scott Pritchard

Chief Executive Officer

15 years at Precinct

George Crawford

Deputy Chief Executive Officer

15 years at Precinct

Richard Hilder

Chief Financial Officer

15 years at Precinct

Anthony Randell

General Manager – Property

14 years at Precinct

Nicola McArthur

General Manager – Marketing, Communications and Experience

13 years at Precinct

Tim Woods

General Manager – Development

9 years at Precinct

Emma de Vries

General Manager – People and Culture

4 years at Precinct

Louise Rooney

General Counsel & Company Secretary

4 years at Precinct

From left to right: Louise Rooney, George Crawford, Tim Woods, Nicola McArthur, Scott Pritchard, Emma de Vries, Richard Hilder, Anthony Randell

Chief Executive Remuneration
Governance Roadshow | 3-4 November 202514

FY24FY25

Fixed

remuneration

earned

Base salary $799,500$823,485

Superannuation on base salary $23,985$24,705

Other benefits $158,642$133,938

Total fixed remuneration $982,127$982,127

STI (short term

incentive) earned

STI earned $788,599$953,552

Superannuation on STI $23,658$28,607

Total STI plan value earned$812,257$982,159

Amount earned as % of maximum STI award74%87%

LTI (long term

incentive) RSRs

and PSRs earned

Number of shares vested $188,190$269,780

% of maximum vested for the performance period26%26%

Market price of vested shares at 30 June $1.12$1.20

LTI plan value earned $209,832$323,736

Total Total remuneration earned $2,004,216$2,288,022

FY25 remuneration

The CEO’s remuneration earned for FY25 consisted of:

•35% fixed pay (benchmarked annually);

•65% performance-based remuneration: 35% STI payable in cash and 30% LTI in

the form of performance share rights to be vested into Precinct shares; and

•Participation in the Precinct Employee Share Scheme.

FY26 remuneration

For FY26 the Board has changed the composition of the CEO’s

remuneration to adopt a more balanced approach to fixed pay

and at-risk pay.

The CEO’s total ‘on target’ remuneration was increased by 4%.

FY25

FY26

Cash

Absolute TSR Target

Relative TSR Target

FFO Growth Target

Fixed Pay

35%

STI

35%

(Performance Based)

LTI

30%

(Performance Based)

Cash, and deferred

equity above a threshold

Relative TSR Target

FFO Growth Target

Fixed Pay

33%

STI

29%

(Performance Based)

LTI

38%

(Performance Based)

CEO Total
Remuneration

Governance Roadshow | 3-4 November 202515

Notes

1.TSR is based on close price for the financial year end (i.e. 30 June) and NZX Property is the S&P/NZX All Real

Estate Gross Index. Source IRESS.

-20%

-15%

-10%

-5%

0%

5%

10%

15%

20%

0.0

0.5

1.0

1.5

2.0

2.5

2022202320242025

TSR

Total Remuneration ($m)

CEO Total RemunerationPrecinct (PCT)

NZX Property Gross IndexNZX50 Gross Index

CEO Remuneration Link to Precinct Performance

TSR and CEO Total Remuneration

1

Employee
Remuneration

Framework

Governance Roadshow | 3-4 November 202516

The People and Performance Committee is

committed to providing shareholders with clear

and transparent information regarding the link

between Precinct's performance and

remuneration outcomes. The performance and

remuneration framework supports the company’s

strategy

Precinct’s Strategy

Core

Investments

Strategic Pillars

Capital

Partnering

Development

Leverage the integration of our strategic pillars to

create vibrant, mixed-use precincts that provide

quality experiences for the people who live, visit or

come to work in our spaces, while delivering long-

term value to shareholders

Underpinned by Remuneration Framework objectives

Aligns with

creating

sustainable

value for

shareholders

Is transparent,

fair and easy

to

understand

Contributes

to Precinct’s

culture

and drive

appropriate

behaviours

Is market

competitive

to attract,

motivate and

retain

talented

people

Supports

delivery of

Precinct’s

business

strategy

Rewards

Precinct people

for strong

business

performance

and long-term

shareholder

value

With remuneration delivered to Precinct’s CEO, Executive Team and selected other senior managers through:

Fixed annual remuneration (FAR)

Set at a range around the

median of market benchmarks

taking into account skills and

experience

Performance-linked variable remuneration

Short Term Incentive (STI)

Long Term Incentive (LTI)

Cash (base salary) and matched

Kiwisaver contributions at

statutory rate

Deferred

Equity

Restricted

Share

Rights (RSRs)

Performance

Share

Rights (PSRs)

Cash

Governed by

People and Performance Committee and the Board determining the FAR, STI and LTI remuneration of the CEO and the

Executive Team and the LTI remuneration of selected other senior managers, with the Board retaining discretion when

determining performance and remuneration outcomes

FY26 STI Framework
FY26 STI

The operation of the STI scheme and determination of STI amounts

is entirely at the Boards' discretion. However, for any STI to be

available Precinct needs to meet certain hurdles as follows:

Financial:

•90% of FFO budget.

Non-financial:

•Health & Safety – where Precinct has caused material harm

through non-performance of its duties or a lack of

process/monitoring has not mitigated potential risk.

•Ethical conduct in accordance with policies.

Where FFO exceeds the hurdle (90% of budget) but is below the

threshold, there will only be an assessment of STI for those items

which do not include FFO (i.e. the remaining 60% of assessment).

Notwithstanding, the Board retains discretion and could determine

to assess STI in some scorecard area.

Governance Roadshow | 3-4 November 202517

STI Performance Targets for FY26

WeightingPerformance Targets

Financial Measures (75%)

40%FFO Budget

•Precinct FFO performance

relative to budget

20%Development•Project performance

15%

Funds under

Management

•New equity capital partnerships

•Growth in existing partnerships

Non-financial Measures (25%)

5%Client Engagement

5%Talent & Succession

5%Staff Engagement

5%ESG

5%Health & Safety

100%

FY26 LTI Framework
Governance Roadshow | 3-4 November 202518

WeightingLTI Performance targets for FY26

50%Relative TSR

Based on performance against specific NZX peer

group

1

over the vesting period. Precinct’s TSR is

compared with the 50th and 75th percentile TSRs

from the peer group and a progressive scale is

adopted -

•Below the 50th percentile : 0% vests

•Equal to 50th percentile : 50% vests

•Equal or greater than 75th percentile: 100% vests

50%FFO Growth

Based on FFO (free cash flow) from operations against

CPI (Consumer Price Index – All Groups) growth over

the vesting period. Precinct’s FFO growth is compared

with the 75th and 125th of CPI growth over the vesting

period and a progressive scale is adopted –

•Below 75% of CPI growth : 0% vests

•Equal to 75% of CPI growth : 50% vests

•Equal or greater than 125% of CPI growth : 100%

vests

100%

1.The peer group consists of Goodman Property Trust, Argosy Property Limited, Property for Industry Limited,

Kiwi Property Group Limited, CDL Investments NZ Ltd, Vital Healthcare Property Trust, Stride Stapled

Group, Asset Plus Limited, Investore Property Limited.

Appendix
Governance Roadshow | 3-4 November 202519

Performance areaWeightingPerformance
FY25

outcome

Assessment

Earnings and

dividends

30%

•Adjusted funds from operations (AFFO)

of 6.55 cps was above the target

•Dividend guidance of 6.75 cps was

achieved

26%

Capital partnering25%

•Capital partnerships targets to grow

Precinct’s AUM (Assets Under

Management) not achieved

•Investor (capital partners) return targets

assessed as achieved

17%

Investment Portfolio15%

•Occupancy of 97% compared to target

of 98%

•WALT (Weighted Average Lease Term)

target of 5.5 years was achieved

•Leasing transactions target was

achieved

•Growth in market rents for leasing

transactions target was achieved

11.7%

Development15%

•Existing projects were not all delivered

on time and budget

•New projects key milestones were

assessed as achieved

7.5%

Capital Management15%

•Execution of capital management

initiatives to support Precinct’s strategic

growth initiatives and optimise its

balance sheet were assessed as

achieved

13.1%

Overall STI scorecard

achievement

100%75.3%

FY25 STI outcome

Summary of Precinct’s performance against the performance targets set out in the STI scorecard for FY25

FY25 STI Outcome

Governance Roadshow | 3-4 November 202520

Disclaimer
21

The information and opinions in this presentation were prepared by Precinct Properties New Zealand Limited or one of its subsidiaries (Precinct).

Precinct makes no representation or warranty as to the accuracy or completeness of the information in this presentation.

Opinions including estimates and projections in this presentation constitute the current judgment of Precinct as at the date of this presentation and are subject

to change without notice. Such opinions are not guarantees or predictions of future performance, and involve known and unknown risks, uncertainties and other

factors, many of which are beyond Precinct’s control, and which may cause actual results to differ materially from those expressed in this presentation.

Precinct undertakes no obligation to update any information or opinions whether as a result of new information, future events or otherwise.

This presentation is provided for information purposes only.

No contract or other legal obligations shall arise between Precinct and any recipient of this presentation.

Neither Precinct, nor any of its Board members, officers, employees, advisers or other representatives will be liable (in contract or tort, including negligence, or

otherwise) for any direct or indirect damage, loss or cost (including legal costs) incurred or suffered by any recipient of this presentation or other person in

connection with this presentation.

Governance Roadshow | 3-4 November 2025

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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