What did Precinct Properties New Zealand Limited announce?

Precinct Properties New Zealand Limited (NZX: PCT) filed “Precinct Corporate Governance Presentation” with NZX on 1 November 2026, as a board change announcement.

When was it filed?
1 November 2026
Where is the original?
NZX announcement
Precinct Properties New Zealand Limited logo

Precinct Corporate Governance Presentation

Board Change1 November 2026PCTReal Estate

Governance
Roadshow

2-4 November 2026

Contents
Governance Roadshow | 2-4 November 20262

1Governancep. 3

2Strategy & Progressp. 10

3ASM Resolutionsp. 15

4Executive Remunerationp. 18

Appendixp. 24

Presenters

Anne Urlwin

Chair

Chris Meads

Independent Director and

Chair of the People &

Performance Committee

Governance
Section 1

Governance Roadshow | 2-4 November 2026

Precinct Board
Governance Roadshow | 2-4 November 20264

Anne Urlwin ONZM

Board Chair

Appointed September 2019

Alison Barrass

Appointed October 2024

Nicola Greer

ESG Committee Chair

Appointed July 2021 | 2026 re-election

Chris Judd

Appointed April 2013

Chris Meads

People & Performance Committee Chair

Appointed October 2023

Mark Tume

Audit & Risk Committee Chair

Appointed August 2021 | 2026 re-election

Monica Yianakis (Board Observer)

Future Director

From left to right: Nicola Greer, Chris Judd, Chris Meads, Anne Urlwin, Mark Tume and Alison Barrass

Board Committees
Governance Roadshow | 2-4 November 20265

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 Barrass

•Chris Judd

Committee Members:

•Chris Meads, Chair

•Anne Urlwin

•Alison Barrass

•Chris Judd

Photo Credit: Simon Devitt

Director Skills Matrix
Governance Roadshow | 2-4 November 20266

•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 Nicola and Mark are not required to retire in

accordance with this rule this year, they both stand for re-

election with the support of the Board and are considered by

the Board to be Independent Directors

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

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

dates proposed

Governance Roadshow | 2-4 November 20267

Board member

Current

tenure

CY2026CY2027CY2028CY2029

Chris Judd13 years

Anne Urlwin7 years

Nicola Greer5 years

Mark Tume5 years

Chris Meads3 years

Alison Barrass2 years

Due for re-electionProposed earlier re-election date

Current director position and fee rate
$ per annum

unless noted

otherwise

Chair$214,240

Independent Director$98,800

Audit & Risk Committee Chair$23,000

People & Performance Committee Chair$20,000

Environmental, Social & Governance Committee Chair$20,000

Audit & Risk Committee Member$11,900

People & Performance Committee Member$10,000

Environmental, Social & Governance Committee Member$10,000

Due Diligence Committee Chair (ad hoc rate)$380 /hour

Due Diligence Committee Member (ad hoc rate)$350 /hour

Annual Cap for Due Diligence Committee Fees$100,000

Director Remuneration & Attendance

Governance Roadshow | 2-4 November 20268

Director

Regular

schedule

(full agenda)

Board

meetings

Out-of-

cycle

(limited

agenda)

Board

meetings

Audit &

Risk

Committee

meetings

People &

Performa-

nce

committee

meetings

ESG

committee

meetings

Equity

Raise Due

Diligence

Committee

meetings

Downtown

Car Park

Due

Diligence

Committee

meetings

No. of meetings5456431

Anne UrlwinBoard Chair5456431

Alison BarrassDirector53n/a64n/an/a

Nicola Greer

ESG

Committee

Chair

535n/a431

Chris JuddDirector54n/a64n/a1

Chris Meads

People &

Performance

Committee

Chair

5456n/a3n/a

Mark Tume

Audit & Risk

Committee

Chair

435n/an/an/an/a

Meeting attendance – year to 30 June 2026Director remuneration

Director remuneration was

approved by shareholders in 2025

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 | 2-4 November 20269

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, while ensuring all

risks are understood and managed

Reporting Framework

Strategy & Progress
Section 2

Governance Roadshow | 2-4 November 2026

Governance Roadshow | 2-4 November 2026
Our Strategy

Our Strategy

Strategic Pillars

Our Focus

Leverage our strategic pillars to create vibrant, mixed-use precincts that provide premium 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 outperformance

•Extending and reinvesting into

Precinct's offering to ensure the best

quality clients in the country continue

to be attracted

•Recycling and deploying capital into

projects that generate higher yielding

returns

•Leveraging Precinct’s expertise and

capability to deliver on its $4 billion

development pipeline across office,

living, and mixed-use projects

•Expanding the 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

11

Strategic Progress – FY26
Governance Roadshow | 2-4 November 2026

Core investments

•97% occupancy maintained

•WALT extended to 7.1 years

•Achieved record leasing activity of around

37,850 square metres

•Completed 55 Molesworth Street, anchored by

the Ministry of Foreign Affairs and Trade (MFAT)

with a 21-year WALT

Capital partnering

•Expanded Precinct’s partnership with global

institutional investor, GIC, through the $205

million acquisition of ASB North Wharf

•Established a new $600 million investment

partnership for a 50% interest in the PwC Tower

with PAG, a leading global investment firm and

existing capital partner

•Successfully managed the completion of Fabric

2 and Domain Collection residential

developments on behalf of capital partners

12

6.706.70

6.756.756.75

0

1

2

3

4

5

6

7

8

FY22FY23FY24FY25FY26

Cents (cps)

Full year dividends (cents per share)

107.5

114.0

114.5

112.7

129.5

0

20

40

60

80

100

120

140

FY22FY23FY24FY25FY26

$ millions

FFO performance ($ millions)

Developments

•Commenced construction at 256 Queen Street,

Precinct’s second purpose-built student

accommodation project, taking total PBSA

beds under development to approximately

1,600 across 22 Stanley Street and 256 Queen

Street

•Committed to deliver Pillars, a premium

boutique residential project overlooking St

Mary’s Bay, reflecting a more targeted

residential strategy focused on high-quality,

well-located developments of appropriate scale

55 Molesworth Street

Strategic Updates – FY27 YTD
Governance Roadshow | 2-4 November 202613

Downtown decision

•Precinct’s FY26 Annual Result presentation set out the criteria being targeted prior to

making a commitment decision

•Market conditions for long-duration development projects have become materially more

challenging, meaning returns are no longer sufficient on a risk-adjusted basis

•Making the decision now provides greater certainty for shareholders, prospective

occupiers and project partners

•Following the decision to cease work on Downtown, the Board resolved to return surplus

capital to shareholders

Capital Return and on-market share Buyback

•A pro rata special capital distribution of $103 million from PPNZ (“Capital Return”) provides

an immediate and equitable return of capital to all shareholders based on their existing

holdings

•Following completion of the Capital Return, Precinct will undertake an on-market buyback

of up to $50 million (or maximum of 60 million shares) over a period of up to 12 months

Share Consolidation

•Precinct also announced that it will complete a 17-to-16 share consolidation. This has the

effect of reducing the number of securities on issue by approximately 5.9%

•The consolidation is expected to broadly normalise Precinct’s share price and per-share

metrics for the effects of the Capital Return

Dividend

•The Downtown decision impacts Precinct’s near-term earnings due to ceasing the

capitalisation of interest and management expenses

•As a result, the FY27 full-year dividend will be rebased to 6.50 cps, reflecting a 3.7%

reduction

•Payout ratio in FY27 is expected to be above Precinct’s dividend policy range of 80% to

95% of FFO, reflecting the impacts of the Downtown decision on FY27 earnings

•While the FY27 dividend payout is outside policy, the forecast payout ratio is expected to

return to the 80–95% FFO policy range in FY28

•Precinct remains committed to providing stable and sustainable dividends with prudent

long-term growth

Governance and fairness considerations

•Shareholders’ ownership rights and proportionate ownership of Precinct remain

unchanged, except for any immaterial effect arising from the rounding of fractional

entitlements

•All shareholders are treated equally

•Aggregate of cash received through Capital Return, and the theoretical post-transaction

value of residual shareholding, is equivalent to pre-transaction value

As announced on 30 October, Precinct will not progress the Downtown development under current market

conditions

Strategic targets remain unchanged
Governance Roadshow | 2-4 November 202614

Notes: (1) Metrics as at 30 June 2026 on a pro forma basis post the PwC Tower transaction; (2) Weighted look-through across all sectors; (3) Weighted

look-through for stabilised assets; (4) Includes Pillars (committed capital) and Dova; (5) Westhaven Residential LP (Orams residential partnership).

City-centre commercial

Office-centric focus

87% office

3

Student accommodation

~2,500 bed portfolio

1,602 beds under

development

Residential build-to-sell

$100-150m capital

•Smaller projects on balance sheet

•Larger alongside capital partners

$99m committed capital

•77% on balance sheet

4

•23% equity investments

5

Geographic exposure

2

75:25 Auckland : Wellington

67:33 Auckland : Wellington

Capital partnerships

~25% of invested capital

10% of invested capital

TARGETS

Sector targets

Strategic targets

TODAY

1

Commercial

Living sector

1%

9%

~20%

~5%

90%

10%

75%

25%

Target capital allocation

Direct investment

Capital

partnerships

Today

1

Target

ASM Resolutions
Section 3

Governance Roadshow | 2-4 November 2026

Resolutions
Governance Roadshow | 2-4 November 202616

1. Re-election of Director (PPNZ)

That Nicola Greer, who retires by rotation and, being eligible, 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 Mark Tume, who retires by rotation and, being eligible, has offered

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

New Zealand Limited.

3. Auditor's Remuneration (PPNZ)

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

auditor for Precinct Properties New Zealand Limited for the 2027 financial

year.

4. Auditor's Remuneration (PPIL)

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

auditor for Precinct Properties Investments Limited for the 2027 financial

year.

Re-election Profiles
Governance Roadshow | 2-4 November 202617

Nicola Greer

Director, Independent

First appointed by the Board in July 2021

and last elected by shareholders in

November 2024

Board Committees

•ESG Committee (Chair)

•Audit & Risk Committee

Mark Tume

Director, Independent

First appointed by the Board in August

2021 and last elected by shareholders in

November 2024

Board Committees

•Audit & Risk Committee (Chair)

Background

Nicola is a professional company director. She has extensive experience in New Zealand,

Australia and the UK in the banking and finance sectors, previously holding a range of roles

within financial markets and asset and liability management at ANZ, Citibank and

Goldman Sachs. She has a significant background in the New Zealand commercial

property market, developing and owning commercial property across a variety of sectors.

Nicola is currently the Chair-elect of South Port NZ and a director of Fidelity Life Assurance

Ltd, Vulcan Steel and New Zealand Railways Corporation and is a member of the New

Zealand Markets Disciplinary Tribunal.

Key Skills

Residential & commercial property construction; infrastructure; financial & commercial

acumen; governance; people & culture; sustainability; strategic growth.

Background

Mark has governance experience with both public and private companies across the

infrastructure, energy, and investment sectors in Australia and New Zealand.

Mark is the Chair of Bluecurrent Holdings NZ Ltd and Bluecurrent Holdings (Australia) Pty

Limited and a director of ANZ Bank New Zealand Limited and Booster Financial Services. He

was previously Chair of Te Atiawa Iwi Holdings.

Key Skills

Infrastructure; energy; investment management; finance; financial & commercial acumen;

governance.

Executive
Remuneration

Section 4

Governance Roadshow | 2-4 November 2026

Precinct Executive
Governance Roadshow | 2-4 November 202619

Precinct’s executive team is highly experienced and collectively

holds around 97 years of tenure at Precinct.

Scott Pritchard

Chief Executive Officer

16 years at Precinct

George Crawford

Deputy Chief Executive Officer

16 years at Precinct

Richard Hilder

Chief Financial Officer

16 years at Precinct

Anthony Randell

General Manager – Property

15 years at Precinct

Nicola McArthur

General Manager – Marketing, Communications and Experience

14 years at Precinct

Tim Woods

General Manager – Development

10 years at Precinct

Emma de Vries

General Manager – People and Culture

5 years at Precinct

Louise Rooney

General Counsel & Company Secretary

5 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 | 2-4 November 202620

FY25FY26

Fixed

remuneration

earned

Base salary $823,485

$1,055,978

Superannuation on base salary $24,705

$32,999

Other benefits $133,938

$218,119

Total fixed remuneration $982,128

$1,307,097

STI (short term

incentive) earned

STI earned $953,552

$649,900

Superannuation on STI $28,607

$22,747

Total STI plan value earned$982,159

$672,647

Amount earned as % of maximum STI award87%

75%

LTI (long term

incentive) RSRs

and PSRs earned

Number of shares vested 269,780

455,818

% of maximum vested for the performance period26%

35%

Market price of vested shares at 30 June $1.20

$1.04

LTI plan value earned $323,736

$474,051

Total Total remuneration earned $2,288,022

$2,453,794

FY26 remuneration

The CEO’s remuneration earned for FY26 consisted of:

•53% fixed remuneration incl. base salary (benchmarked annually), superannuation and

other benefits;

•47% performance-based remuneration, comprising:

•27% STI (including superannuation) payable in cash; and

•20% LTI in the form of performance share rights to be vested into Precinct shares;

and

•Participation in the Precinct Employee Share Scheme.

FY27 remuneration

For FY27 the Board has awarded a 2% increase in the CEO’s base

salary with effect from 1 July 2026 and the proportionate mix of the

CEO’s remuneration, based on on-target STI and LTI outcomes, is:

Relative TSR Target

FFO Growth Target

Fixed Pay

44%

STI

28%

(Performance Based)

LTI

28%

(Performance Based)

CEO Total
Remuneration

Governance Roadshow | 2-4 November 202621

CEO Remuneration Link to Precinct Performance

TSR and CEO Total Remuneration

1

-20%

-15%

-10%

-5%

0%

5%

10%

15%

20%

0.0

0.5

1.0

1.5

2.0

2.5

3.0

20222023202420252026

TSR

Total Remuneration ($m)

CEO Total RemunerationPrecinct (PCT) TSR

NZX Property Gross IndexNZX50 Gross Index

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.

FY27 STI Framework
FY27 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 performance meets Precinct’s expectations,

including full compliance with H&S policies, proactive risk

identification and mitigation, and appropriate management of

incidents and hazards.

•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 | 2-4 November 202622

STI Performance Targets for FY27

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%

FY27 LTI Framework
Governance Roadshow | 2-4 November 202623

WeightingLTI Performance targets for FY27

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%

Notes

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 | 2-4 November 202624

FY26 STI outcome
Summary of Precinct’s performance against the performance targets set out in the STI scorecard for FY26

FY26 STI Outcome

Governance Roadshow | 2-4 November 202625

STI Performance Targets

Weighted

outcome

Assessment

WeightingPerformance Targets

Financial

Measures (75%)

40%FFO Budget

•Precinct FFO performance relative to

budget.

37.7%

20%Development•Project performance.18.5%

15%

Funds under

Management

•New equity capital partnerships.

•Growth in existing partnerships.

12.7%

Non-financial

Measures (25%)

5%Client Engagement5%Achieved

5%Talent & Succession5%Achieved

5%Staff Engagement5%Achieved

5%ESG5%Achieved

5%Health & Safety5%Achieved

100%93.9%

Disclaimer
26

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 | 2-4 November 2026

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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