Precinct Properties New Zealand : PCT NOM and Explanatory Memorandum

PRECINCT PROPERTIES NEW ZEALAND LIMITED

NOTICE OF MEETING AND EXPLANATORY MEMORANDUM

PRECINCT STAPLING

18 APRIL 2023

This Explanatory Memorandum is a limited disclosure document for the purposes of the Financial Markets Conduct Act 2013. It is not a product disclosure statement or prospectus and the transactions contemplated by it do not involve any "regulated offers" for the purposes of the Financial Markets Conduct Act 2013.

Precinct Properties New Zealand Limited is subject to a continuous disclosure obligation under the Listing Rules. Market releases by Precinct, including its most recent financial statements, are available at www.nzx.com under the ticker code PCT.

IMPORTANT INFORMATION

IMPORTANT INFORMATION

PURPOSE OF THE EXPLANATORY MEMORANDUM

This Explanatory Memorandum is dated 18 April 2023 and explains the terms of the Stapling and the manner in which the Stapling will be considered and implemented (if approved by Shareholders and by each of the Precinct Properties New Zealand ("Precinct") and Precinct Properties Investments Limited ("Precinct Investments") Boards), and otherwise contains information material to the decision of Shareholders as to whether to approve a Special Resolution approving the Stapling (as described in this Explanatory Memorandum).

This Explanatory Memorandum generally does not include information that has already been made available to Shareholders, such as through annual reports and announcements released through the NZX. Copies of the audited consolidated financial statements for Precinct and its subsidiaries for the past ten Financial Years are available on Precinct's website, www.precinct.co.nz.

SHAREHOLDER MEETING

A special meeting of Shareholders is being convened, online at 3:00pm Thursday 11 May 2023 at https://meetnow.global/nz to consider, and if thought fit, pass a Special Resolution approving

02 the Stapling.

For that purpose, this Explanatory Memorandum is being sent to all Shareholders explaining the Stapling. The enclosed proxy form enables Shareholders to vote on the Special Resolution by appointing a proxy to vote at the Special Meeting.

Given the importance of the Stapling, Shareholders are urged to complete and return the proxy form as soon as possible if they do not plan to attend the Special Meeting.

these uncertainties, assumptions and risks, the forward-looking statements discussed in this Explanatory Memorandum may not occur. Given these conditions, Shareholders are cautioned not to place undue reliance on such forward-looking statements.

Subject to any continuing obligations under applicable law or any relevant Listing Rules, Precinct and Precinct Investments expressly disclaim any obligation to disseminate after the date of this Explanatory Memorandum any updates or revisions to any such forward-looking statements to reflect any change in expectations or events, conditions or circumstances upon which any such statements are based.

NO INVESTMENT ADVICE

The information outlined in this Explanatory Memorandum does not constitute financial product or investment advice. This Explanatory Memorandum has been prepared without reference to the particular investment objectives, financial situation, taxation position and particular needs of individual Shareholders. It is important that Shareholders read this Explanatory Memorandum in its entirety before making any decision on how to vote in respect of the Special Resolution to approve the Stapling. Shareholders in any doubt in relation to these matters should consult their investment, financial, taxation or other professional advisor.

NZX MATTERS

A copy of the Notice of Meeting and Explanatory Memorandum has been provided to NZ RegCo. NZ RegCo does not object to distribution of the Notice of Meeting and Explanatory Memorandum. Neither NZ RegCo nor any of its officers takes any responsibility for the contents of the Notice of Meeting or Explanatory Memorandum.

FORWARD-LOOKING STATEMENTS

This Explanatory Memorandum may contain forward-looking statements including, without limitation, forward-looking statements regarding the implementation of the Stapling and the financial position, business strategy and plans and objectives of management for future operations of Precinct Properties Group, based on Precinct's and Precinct Investments' current expectations about future events.

Forward-looking statements contained in this Explanatory Memorandum are subject to known and unknown uncertainties, assumptions and risks (including those risks set out in Part 8 Risks) that could cause the Stapling not to be implemented or the actual results, performance or achievements to differ materially from those expressed or implied by such forward-looking statements. Such forward-looking statements are based on numerous assumptions regarding satisfaction of conditions for and completion of the Stapling and Precinct Properties Group's present and future business strategies and the environment in which Precinct Properties Group will operate in the future. Matters not yet known to Precinct or Precinct Investments or not currently considered material by Precinct or Precinct Investments may impact on these forward-looking statements.

The statements in this Explanatory Memorandum reflect views held as at the date of this Explanatory Memorandum. In light of

INFORMATION FOR SHAREHOLDERS OUTSIDE NEW ZEALAND

This document does not constitute an offer of securities in any jurisdiction outside New Zealand but rather is explanatory material to inform a decision on whether or not to approve a change to Precinct's constitution. 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 other jurisdiction. Should the Precinct Board decide to proceed with Stapling, the distribution of Precinct Investments Shares will be made without recipients having to provide any consideration. The distribution of Precinct Investments Shares contemplated by the Stapling have not been, and will not be, registered under the U.S. Securities Act of 1933 or the securities laws of any other jurisdiction.

GENERAL INFORMATION

Unless otherwise indicated, capitalised terms have the meaning set out in the Glossary.

All references to time in this Explanatory Memorandum are to New Zealand Standard Time (unless the context requires otherwise).

PRRECINCT PROPERTIES NEW ZEALAND LIMITED

NOTICE OF MEETING AND EXPLANATORY MEMORANDUM

IMPORTANT INFORMATION

Any reference to $ and cents is to New Zealand currency, unless otherwise stated.

NZX LISTING

Precinct has entered into a listing agreement with NZX. Subject to the Stapling being approved by the Shareholders and each of the Precinct and Precinct Investments Boards, NZX approving Precinct Investments' application to have its shares quoted and quotation of Precinct Investments Shares (as part of the Stapled Securities), Precinct Investments will enter into a listing agreement with NZX. Application will be made to NZX for quotation of the Stapled Securities on the NZX Main Board and all the requirements of NZX that can be complied with on or before the date of this Explanatory Memorandum have been duly complied with. However, NZX accepts no responsibility for any statement in this explanatory memorandum.

LISTING PROFILE

If the Stapling is approved by Shareholders, this Explanatory Memorandum will be filed with NZX with an additional information document disclosing the outcome of the Special Resolution, any material changes to the information contained in this Explanatory Memorandum and containing a certificate from

the directors of Precinct Investments that all material information03 is included in the Explanatory Memorandum (read in conjunction

with the additional information document). Together these will form the Profile required under the Listing Rules for the purposes of the listing of Precinct Investments.

ENQUIRIES

For all enquiries relating to the Stapling, please contact the Company Secretary, Louise Rooney, on [phone] or by email at [e-mail] or your financial advisor. If you have any questions about how to complete the Proxy Form, please contact the Share Registrar as set out in the Directory.

CONTENTS

CONTENTS

Letter from the Chair	06
Notice of Meeting	08
Explanatory Notes	09
1.	Overview of the Stapling	10
2.	Key Dates	14
3.	Details of the Stapling	15
4.	The Stapled Group	21
5. The Boards and Management of the Stapled Group	21
6.	Tax and Dividend Information	24
7.	Additional Information	26
8.	Risks	28
Glossary	30

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