Notice of Meeting

ANNUAL MEETING

OF SHAREHOLDERS 2021

Notice of Meeting.

Notice of Meeting.

Precinct Properties New Zealand Limited (the "Company")

Date

Thursday 4 November 2021

Time

11:30 am

Venue

Toroa Meeting Suite, Generator, Commercial Bay, PwC Tower, Level 2 , 15 Customs Street West, Auckland. Or online at

https://meetnow.global/nz

Important Dates

(All times are given in New Zealand time)

  • Latest time for receipt of Proxy Forms
    • 11.30am, Tuesday 2 November 2021
  • Record date for voting entitlements
    • 5.00pm, Friday 29 October 2021
  • Annual Meeting
    • 11.30am, Thursday 4 November 2021

Public transport options are available via buses, trains and ferries to the venue. We welcome you to read the Government's COVID-19 advice on how to travel safely on public transport at https://covid19.govt.nz/travel/domestic-travel/travelling-on-public-transport/. For those who are driving, parking is available in the Downtown Carpark, entry at 31 Customs Street West. From where attendees can walk directly across the air bridge through 188 Quay Street to Commercial Bay Retail. Travel up one level and enter level 2 of the PwC Tower. Please refer to the schedule of fees at the carpark entry. Mobility parking is available in the Downtown Carpark.

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Notice of Meeting.

Agenda

  • Chair's address to shareholders including welcome and introduction.
  • CEO's address to shareholders.
  • Shareholder questions and discussion.
  • To consider, and if thought appropriate, pass the following ordinary resolutions:

Election/Re-election of Directors

  1. That Graeme Wong be re-elected as a director.
  2. That Chris Judd be elected as a director.
  3. That Nicola Greer be elected as a director.
  4. That Mark Tume be elected as a director.

See explanatory note 1.

Directors' Remuneration

5. That the directors be authorised to fix the remuneration of the independent directors of the Company from 4 November 2021 pursuant to the per position sums shown in the "Proposed Remuneration" column of the table shown in note 2 of the explanatory notes.

See explanatory note 2.

Auditor's Remuneration

6. That the directors be authorised to fix the remuneration of Ernst & Young as auditor for the ensuing year.

See explanatory note 3.

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

Amendments to Constitution

7. That the existing constitution of the Company is revoked, and the constitution presented at the meeting is adopted as the constitution of the Company.

See explanatory note 4.

  • Other business: To consider any other matter that may properly be brought before the meeting.

COVID-19 Implications

The Company is closely monitoring the COVID-19 situation in New Zealand. This year, we will again hold the meeting online in addition to our usual in-person meeting. Depending on the Covid Alert Level in force at the time of the meeting, the Company may be required to limit the number of in-person attendees at the venue. In addition, the Company may, in its sole discretion, elect to hold the Annual Meeting as an online only meeting if it considers there are potential risks to the health of meeting attendees or if an in-person meeting is prohibited by law. In such circumstances, we will provide shareholders with as much notice as possible.

03

Explanatory Notes.

Explanatory Notes.

1. Election/Re-Election of Directors

Re-Election of Graeme Wong

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 the longer. This year, Graeme Wong retires in accordance with this rule and, being eligible, stands for re-election by shareholders. Mr Wong stands for re-election with the support of the Board and is considered by the Board to be an Independent Director.

Graeme Wong

Director, Independent, BCA (HONS) Bus Admin, INFINZ (Fellow), CFinstD

Term of office

First appointed in November 2010 and last elected by shareholders in November 2018.

Board Committees

  • People and Performance Committee (Chair)
  • Environmental, Social & Governance Committee

Background

Graeme Wong has a background in stock broking, capital markets and investment. He was founder and executive chairman of Southern Capital Limited which listed on the NZX Main Board and evolved into Hirequip New Zealand Limited. The business was sold to private equity interests in 2006. Previous directorships include Tourism Holdings Limited, New Zealand Farming Systems Uruguay Limited, Sealord Group Limited, Tasman Agriculture Limited, Magnum Corporation Limited and At Work Insurance Limited and alternate director of Air New Zealand Limited. Graeme is currently Chair of Harbour Asset Management Limited, director of CMT Industries Limited, Areograph Limited, Southern Capital Partners (NZ) Limited together with a number of other private companies. He is also a member of the Trust Board of Samuel Marsden Collegiate School.

Election of Chris Judd

Under NZX Listing Rule 2.7.1 a Director appointed by the Board must not hold office (without election) past the next annual meeting following the Director's appointment.

Chris Judd was first appointed as a Director of the Company in 2013 by AMP Haumi Management Limited (AHML) under the terms of the Company's management agreement with AHML. Following the internalisation of Precinct's management and the termination of that management agreement, Mr Judd resigned from office and was re-appointed by the Board as a Director of the Company in March 2021.

Accordingly, Mr Judd offers himself for election at the Annual Shareholders' Meeting. Mr Judd stands for election with the support of the Board and is considered by the Board to be an Independent Director.

Chris Judd

Director, Independent

Term of office

First appointed under the terms of the Company's management agreement in April 2013 and re-appointed by the Board in March 2021.

Board Committees

  • People & Performance Committee
  • Environmental, Social & Governance Committee

Background

Chris Judd has over 32 years' experience in the property industry including a 17 year association with property and property funds in New Zealand in both public and private markets. Chris has had various senior executive leadership roles including Head of Real Estate Funds Management for AMP Capital Australia with executive and governance responsibilities in Australia and New Zealand for a A $20b+ platform. More recently Chris consulted to Blackstone Real Estate Australia. He is a registered valuer being an Associate of the Australian Property Institute. Chris was the inaugural chairman of the Property Council of Australia's Unlisted Property Roundtable and was a member of the International and Capital Markets Division Committee.

04

Explanatory Notes.

Election of Nicola Greer

Under NZX Listing Rule 2.7.1 a Director appointed by the Board must not hold office (without election) past the next annual meeting following the Director's appointment.

Nicola Greer was appointed by the Board as a Director of the Company with effect from 16 July 2021. Accordingly, Ms Greer offers herself for election at the Annual Shareholders' Meeting.

Ms Greer stands for election with the support of the Board and is considered by the Board to be an Independent Director.

Nicola Greer

Director, Independent, MCom (Hons)

Term of office

First appointed on 16 July 2021.

Board Committees

  • Audit and Risk Committee
  • Environmental, Social & Governance Committee

Background

Nicola is a professional company director. She has extensive experience in New Zealand, Australia and the UK in the banking and finance sectors, previously holding a range of roles within financial markets and asset and liability management at ANZ, Citibank and Goldman Sachs. She has a significant background in the New Zealand commercial property market, developing and owning commercial property across a variety of sectors. Nicola is currently a director of Airways Corporation, Fidelity Life Assurance Ltd, South Port NZ, New Zealand Railways Corporation and is a Member of the New Zealand Markets Disciplinary Tribunal.

Election of Mark Tume

Under NZX Listing Rule 2.7.1 a Director appointed by the Board must not hold office (without election) past the next annual meeting following the Director's appointment.

Mark Tume was appointed by the Board as a Director of the Company with effect from 11 August 2021. Accordingly, Mr Tume offers himself for election at the Annual Shareholders' Meeting. Mr Tume stands for election with the support of the Board and is considered by the Board to be an Independent Director.

Mark Tume

Director, Independent, BBS, Dip Bkg Stud

Term of office

First appointed on 11 August 2021.

Board Committees

• Audit and Risk Committee

Background

Mark has governance experience with both public and private companies across the infrastructure, energy and investment sectors in Australia and New Zealand. He is the Chair of Infratil, Ngai Tahu Holdings Corporation, Te Atiawa Iwi Holdings and a director of Retire Australia Pty.

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Precinct Properties New Zealand Ltd. published this content on 06 October 2021 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 03 November 2021 20:56:43 UTC.