Precinct Properties NZ Ltd & Precinct Properties Investments Ltd (NZE:PCT)
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May 8, 2026, 5:00 PM NZST
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AGM 2021

Nov 3, 2021

Craig Stobo
Chair and Independent Director, Precinct Properties NZ Ltd

Morning. Good morning, everyone, and welcome to Precinct Properties 2021 Annual General Meeting of Shareholders. My name is Craig Stobo, and I'm Independent Director and your Chair of your board. While we had planned for a hybrid meeting, due to the current uncertainty of COVID-19 situation in New Zealand, the ongoing restrictions on gatherings in Auckland, and having regard to the health and safety of our stakeholders and people, attendance to today's meeting is being held online only by the Computershare online meeting platform. This allows shareholders, proxies, and guests to attend the meeting virtually. All attendees can watch a live webcast of the meeting and read the company documents associated with the meeting. In addition, shareholders and proxies have the ability to ask questions and submit votes.

We do hope, of course, to be able to hold this meeting in person next year with you all. Before we get started, a few notes on questions and voting. If you have a question to submit during the live meeting, please select the Q&A tab on the right half of your screen anytime, type your question into the field, and press Send. Your question will be immediately submitted. Should you require any assistance, you can type your query and one of the Computershare team will assist with the chat function and reply to your query. Alternatively, you can call Computershare on 0800 650 034. That is 0800 650 034. Please note that while you can submit questions from now on, I will not address them until a relevant time in the meeting.

Please also note that your questions may be moderated, as if we receive multiple questions on one topic, we'll amalgamate them together. While we will try to get through as many questions as possible, we do apologize in advance for any queries submitted online that we are unable to answer due to time constraints. In this case, questions will be followed up by emails after the meeting. Voting today will be conducted by way of a poll on all items of business. In order to provide you with enough time to vote, I will shortly open the voting for all resolutions. At that time, if you are eligible to vote at the meeting, you will be able to cast your vote under the Vote tab. Once the voting is open, the resolutions will allow votes to be submitted.

To vote, simply select your voting directions from the options shown on screen. You can vote for all resolutions at once or by each resolution in turn. Your vote has been cast when the tick appears. To change your vote, simply select Change Your Vote. You have the ability to change your vote up until the time I declare voting closed. I now declare voting open on all items of business today. The resolutions will now be open in the Vote tab. Please submit your vote at any time, and I will give you a warning before I move to close voting near the end of this meeting. I would now like to introduce the members of the board and executive team joining us today. We have Anne Urlwin, Graeme Wong, Nicola Greer, Mark Tume, Chris Judd, Scott Pritchard, George Crawford, and Richard Hilder.

Mohammed Al Nuaimi is unable to attend this year's meeting and has given us his apology. We also have present today representatives from our auditors, Ernst & Young, tax advisors, KPMG, legal advisors, Chapman Tripp, and our registrar, Computershare. Now, to move to the agenda of today's meeting. We will begin with reviewing the performance and activity of Precinct over the last financial year. Following the conclusion of this presentation, we'll then take any questions you may have. Of course, we welcome your feedback. The meeting will then proceed to the formal business, where we have a number of resolutions to consider. There are six ordinary resolutions today and one special resolution put forward for shareholder approval.

This includes four ordinary resolutions relating to the re-election and election of independent directors, one ordinary resolution to consider director remuneration, and one ordinary resolution that directors be authorized to fix the remuneration of Ernst & Young as auditor for the ensuing year. The last resolution to consider today is a special resolution. It proposes that the existing constitution of the company is revoked and the constitution presented at the meeting is adopted as the new constitution of this company. Before we move to some of the highlights of this year, I would like to give a brief update on how our board succession plans have progressed. I'll also provide a bit more detail to you on the first ordinary resolution being considered with regards to director remuneration. As you would have noticed, our board composition has changed since our last meeting earlier this year.

Launa Inman and Rob Campbell retired from the Precinct board. Consequently, we are delighted to have appointed Nicola Greer and Mark Tume as independent directors to our governance regime. Both Nicola and Mark are capable and experienced professional directors who further strengthen Precinct's board effectiveness and will ensure best practice corporate governance is maintained. In accordance with the NZX Code, a majority of independent directors is maintained, with six of our seven directors currently being independent. Moving to the proposed changes to director remuneration. Following an annual review, an independent benchmarking exercise was undertaken by PwC. The adjustments we are proposing to shareholders take into account the overall performance of the company and are also reflective of market conditions. We continue to provide full transparency of director fees, including committee memberships.

Importantly, the company engaged independent advisors, PwC, to provide New Zealand-listed company benchmark data when considering the proposed rates in resolution five. In particular, PwC was requested to provide benchmark data for the newly established Environmental, Social, and Governance committee. The company also proposes to produce a cap on the aggregate ad hoc fees that can be paid in respect of due diligence committees in any one year. Any due diligence committee fees in excess of the proposed annual cap will be put to you, our shareholders, for your approval. The board considers that alignment of directors' fees to market is important in order for the company to be able to continue to attract and retain high-performing directors whose skills and experience are well suited to the company's requirements. Notably, director remuneration has been held constant since the last approved at our 2018 annual general meeting.

Since then, the regulatory landscape in which the company operates has continued to change. Increased regulatory risks and obligations have resulted in increased demand on directors' time and broadening their scope of responsibilities and monitoring and assessing legal and regulatory compliance. This is particularly true now with respect to climate change and the establishment of the company's Green Bond program. Establishing a dedicated ESG committee, at a board level reflects the increased importance of this area to our company. This reinforces the high priority Precinct places on our material ESG risks and opportunities and the long-term view we are taking. Nicola Greer has kindly accepted her appointment as chair of this committee. As a business, we continue to make good progress across our ESG performance. Let me share some of our recent achievements in this space.

As you know, Precinct measures and reports on its performance against global sustainability assessments, frameworks, and standards. Ensuring Precinct is continuously aligned with international best practice, sustainability governance, management practices, and disclosure enables Precinct to review and evaluate its performance against industry peers and global benchmarks. During the year, we achieved the Global Real Estate Sustainability Benchmark, GRESB, score of 83. Pleasingly, this was well above the global average of 70. GRESB is considered to be the global standard for ESG benchmarking and reporting for real estate and remains our core ESG indices performance benchmark. The Precinct team are immensely proud of improving our GRESB score over the last four consecutive years. Today, we are also able to share our most recent 2021 GRESB results, were published globally last month. Precinct achieved a score of 82, again, placing us above the global average of 73.

I would also like to note Precinct was recognized for its high level of public disclosure. This has improved from a GRESB B to an A level, which is well above the global average of C and further reflects the improvements our business has made in reporting and disclosure, particularly over the last three years. In addition to GRESB, Precinct received a score of B minus following its participation in the Carbon Disclosure Project, CDP, during the year. Pleasingly, this was higher than both the Oceania regional and global average of C. Precinct has also been validated as a Toitū carbonzero certified organization for a second year. Last year, you may remember we shared that we would be offsetting the embodied carbon from construction at our development project at Forty Bowen Street in Wellington.

Effectively, this means we will compensate for the tons of CO2 equivalent embodied in the materials used and associated with construction to seek carbon neutrality. We are delighted to report that this has been achieved in partnership with Toitū Envirocare through the purchase of carbon credits. Including the cost to offset this embodied carbon within the project budget was a first for Precinct, and we continue to proactively progress this initiative. This year, we extended this to our 44 Bowen Street project in Wellington. Precinct considers the construction of a zero carbon building to currently be unfeasible, both financially and physically, and believes carbon offsetting is an appropriate tool. Going forward, we plan to include the cost to offset embodied carbon in all our development feasibilities for future development projects where this is possible.

As we continue to deliver on our business objectives and key priorities for FY 22 and beyond, we are focused on improving our operational performance further. The requirement for climate-related financial risk reporting for listed companies and major financial institutions has now been passed by Parliament, and once it comes into force, will further support a low carbon future for Aotearoa New Zealand, something that Precinct is fully supportive of. Before I hand over to Scott, our CEO, I would like to take you through our 2021 results and touch on the highlights and cover the internalization agreement which was reached earlier this year before declaring the first quarter dividend for FY 22. Precinct's strategy remains clear, and we are committed to our business objective of creating sustainable value from city center real estate.

We remain focused on delivering exceptional spaces for our clients and communities in which they can thrive while maximizing long-term returns to you, our Precinct shareholders. 2021 has certainly been another unique year. We continue to navigate through the challenges from COVID-19 and more recently, the Delta variant, which has seen New Zealand placed in various alert levels of lockdown. As many of us have experienced firsthand, Auckland, in particular, has been impacted heavily by the recent lockdowns. Like many other businesses, our operations have also been impacted. Scott will provide more of a deep dive into this and how we were responding to these challenges. Despite these challenges, our business has delivered a strong result for the FY 21 period. This is illustrated in the portfolio's resilience and investor confidence, which remains very supportive of what we're doing as a business.

Pleasingly and in line with guidance, we have delivered further growth to our AFFO. This has resulted in a 3.2% increase in our dividend for the FY 21 year to you, our shareholders. We are committed to growing value for Precinct investors, and we are extremely pleased to have lifted our dividends every year since 2015. We completed a significant amount of leasing in the period and maintained our high portfolio occupancy of 98%, reflecting the premium quality of our portfolio and active management approach taken by our Precinct team. Our strong portfolio metrics reinforce Precinct's earnings security and the stable and secure income our portfolio generates. During the year, we also completed several capital management initiatives which have placed Precinct in a strong balance sheet position.

These include our first Green Bond issue, a NZD 250 million equity raising, and the sale of our remaining 50% of the ANZ Center in Auckland. Earlier this year in March, the decision by the independent directors to internalize the management of Precinct was a key moment in the evolution of our business. You might recall Precinct was listed on the NZX in 1997 as an externally managed trust and has since evolved significantly, particularly in the last 10 years. It has been corporatized, rebranded. It has adopted a new strategy, and now has been fully internalized. As the independent directors needed to act quickly and were certainly given competing interests, and to ensure Precinct was able to secure all the benefits of internalizing management, an NZX waiver was obtained so that the transaction did not require a shareholder vote.

This decision to internalize places Precinct in a strong position for future growth and is an appropriate progression considering the scale and breadth of Precinct's business. In our view, the internalization is expected to provide significant benefits to Precinct and its shareholders. Importantly, Precinct has retained key management personnel here with us today, and the internalization ensures the continuity of Precinct's successful strategy and ongoing long-term stable shareholder returns. Precinct's dividend for the 2022 financial year is expected to be NZD 0.0670 per share. This represents a 3.1% year-on-year growth in total cash dividends to shareholders. Consistent with our dividend policy, we are pleased to again be providing year-on-year dividend growth to our shareholders. Payment of this 2022 first quarter dividend will be made on the 10th of September this year.

On behalf of my board colleagues, management, and the wider Precinct team, I would like to thank you all for joining us today. To our shareholders, as I said, it has been another unique and challenging year, but we remain committed to growing sustainable value for you, our shareholders. Thank you all again for your continued support in Precinct. Thank you all. I'll now hand across to our CEO, Scott Pritchard. Thank you.

Scott Pritchard
CEO, Precinct Properties NZ Ltd

Thank you, Craig, and good morning, everyone. I am Scott Pritchard, Precinct's Chief Executive Officer. I'd first like to reiterate what Craig mentioned earlier. The high quality and resilient nature of our portfolio is driving Precinct's operating and financial performance. Delivering a strong result for the FY 21 period has been a great outcome for our business and our investors.

Pleasingly, overall portfolio valuations improved vastly since the previous year, with Precinct recording a significant full-year revaluation gain of NZD 282.9 million, or an increase of 9.3% for the period, reinforcing the strong investment demand for premium in the city space. Total comprehensive income after tax was NZD 179.9 million for the year ending 30 June. As Craig noted earlier in the presentation, in line with guidance, adjusted funds from operations increased 3% to NZD 0.0648 per share, and we were able to deliver a full-year dividend of NZD 0.065 per share, representing a 3.2% increase. Turning to capital management. We have completed a number of initiatives which have further strengthened our balance sheet position.

This includes successfully raising NZD 250 million of equity through a placement and retail offer in June 2021 to provide funding for assets in Wellington. I'll talk more about this shortly. We received a high level of support from both local and offshore investors for this equity raising, reinforcing the investor confidence for our business and Precinct's long-term strategy. The offer structure was designed to provide an equitable treatment to all our existing shareholders, and we strongly believe this was achieved. In addition, we issued a six-year secured fixed rate Green Bond offer of NZD 150 million and continued to progress capital recycling opportunities with the divestment of the remaining 50% of the ANZ Center in Auckland for NZD 177 million.

These initiatives in establishing a new NZD 250 million bank facility have maintained a favorable gearing level of 28.2%, which is well under Precinct's borrower covenant level of 50%. While the markets we are invested in, Auckland and Wellington, have been impacted by COVID-19, despite the challenging backdrop of the pandemic, we have been able to capitalize on strong office leasing demand throughout the year. Precinct's portfolio continues to benefit from quality occupiers, a long weighted average lease term, and high occupancy levels. Our observation is we have not seen a material change in the demand for premium grade office space in New Zealand. The role of the office has shown its resilience, reinforcing the importance that occupiers are placing on office space being a critical component to the success of their business.

For Precinct, we have seen significant demand for our assets, particularly those located on the waterfront in Auckland or in seismically strong buildings in Wellington. While recent extended lockdowns have, of course, meant more volatility, especially in Auckland, it is clear that businesses are making the decision to lease high-quality space in order to ensure that their workforce want to come back to the office. In Wellington, occupier markets have been less impacted, and we continue to observe solid demand, particularly from central government. Since our annual results in August, the impacts of COVID-19 have been felt across New Zealand, with the country experiencing prolonged lockdowns and various levels of restrictions. In particular, we are seeing how the extended lockdown and the restrictions in Auckland are affecting our biggest city. The extended lockdown, which began in mid-August to battle the Delta variant, has without a doubt impacted Auckland businesses.

Businesses have had it tough. The length and uncertainty of the lockdown and restrictions are resulting in heavy financial impacts and sadly, some business closures. Precinct has engaged with our occupiers from an early stage with an approach of providing support to those who are suffering significant losses and facing financial hardship. While support has mainly been provided to our retailers in hospitality, food and beverage operators, Precinct will continue to support all occupiers in our portfolio who need the support. We understand just how stressful the immediate impacts have been, and for many, are still being felt. Precinct have provided support through a range of relief packages, including rental abatements. Since the pandemic started, this has totaled financial support of around NZD 10 million. Throughout the lockdowns, we have also prioritized the mental health and well-being of our own staff, ensuring support and services were available.

Making sure we were all staying connected and in regular contact as a business has been fundamental. Before I talk more about each of our development projects, I'd like to provide a quick update on Generator. Generator continues to provide a differentiating component to Precinct's real estate offering. It is supporting Precinct's portfolio leasing and our long-term strategic objectives. Prior to the recent lockdown, occupancy and events bookings were showing a solid recovery, and we saw the demand for flexible workspace rebound. Pleasingly, over the last quarter, we have achieved encouraging results which are in line with budget. During the year, Generator also opened its brand-new meeting and event suites located in the lobby of HSBC Tower in Auckland. We are also pleased to have further advanced our Generator offering in Wellington with the completion of 30 Waring Taylor Street.

This is Generator's first Wellington-based offering, and we're excited to welcome clients and businesses to this space. Now moving to our development assets. I will start with our projects in Wellington. As mentioned earlier, raising NZD 250 million of new equity this year has provided sufficient funding for the acquisition of two Wellington office assets. As you can see from the slide, Bowen House and the Freyberg Building are both strategically located in the heart of the government precinct. These assets offer significant redevelopment and opportunities, and we have progressed these since their purchase. At Bowen House, the refurbishment and seismic upgrade works commenced in August and continue to track well. At the Freyberg Building, refurbishment options are currently being explored. Moving to stage two of Bowen Campus.

Both projects at 40 and 44 Bowen Street continue to advance, and we are tracking to program and remain on budget. Pleasingly, Precinct signed a 12-year lease to Waka Kotahi NZ Transport Agency at 40 Bowen Street. They will occupy six contiguous floors across the ground and levels one to five, totaling 8,660 sq m of space. This is a significant leasing deal to have secured for this project, as the building is now 100% pre-leased prior to expected practical completion in 2023. Notably, with only one and a half floors totaling 2,700 sq m remaining vacant at 40 Bowen Street, the aggregate pre-committed leasing across stage two now represents 87% of the combined office space with a weighted average lease term of over 11 years. A really great result for this project.

Now moving to Auckland. Following the start of construction at One Queen Street redevelopment project in May of this year, we continue to achieve great progress on site. Despite the recent lockdowns, we remain on track for all the upcoming critical dates for the project. Securing a commitment earlier this year from Deloitte to lease all the remaining high-rise office space, comprising levels 15-20, together with naming rights of the building, means there is only 2.5 low-rise floor plates which remain vacant. Concluding this long-term commitment from a high-quality business like Deloitte ahead of project completion reflects the strong demand for prime inner-city office space and how businesses are valuing the benefits of being part of the wider Commercial Bay community. Following the commitment from Deloitte, we have advanced pre-committed leasing at this project to 87% also.

To conclude, our business has demonstrated remarkable resilience over the last 18+ months. While there is much uncertainty with regards to COVID-19, we are encouraged by the increase in New Zealand's vaccination rate. Looking ahead, with the internalization now complete, the management team, along with Precinct's board, is considering its strategic options, and we expect to leverage the quality of our portfolio into the future as we look to take advantage of future opportunities in our markets. As you know, Precinct's dividend policy is to pay out approximately 100% of adjusted funds from operations as dividends, with the retained earnings being used to fund the capital expenditure required to maintain the quality of Precinct's property portfolio.

While our AFFO, which adjusts for several non-cash items, has been impacted by the lockdowns resulting from COVID-19, Precinct is committing to maintaining its FY 22 dividend to our shareholders of NZD 0.067 per share. Maintaining long-term sustainable returns and a payout ratio of approximately 100% of Precinct's AFFO to our shareholders remains our target in the coming years. Before I hand back to Craig to take us through the formal business of the meeting, I'd like to thank the Precinct board for their support this year and the Precinct team for the ongoing hard work and dedication they have shown, especially during the recent lockdowns. To you, our Precinct shareholders, thank you again for your continued investment.

Our business is incredibly well-placed, and we are confident in delivering our financial year 2022 earnings guidance and maintaining a dividend of NZD 0.067 per share. Thanks, everyone, for joining us today.

Craig Stobo
Chair and Independent Director, Precinct Properties NZ Ltd

[Non-English content ] Thank you, Scott. It's appreciated, the work that you and your team have done, during the unprecedented lockdowns that have affected our businesses in Wellington and Auckland. Thank you personally from me. Let's now start with any questions we have today. We have two questions sent through via email prior to the meeting, so I'll address these ones first. The first two are from Saul Pearson, and the question that Saul asked was, "Why couldn't the board allow the shareholders vote on the internalization of management?" As independent directors, we needed to act quickly and with certainty given the competitive nature of the transaction, and to ensure Precinct was able to secure all the benefits from internalizing management.

An NZX waiver available to us was obtained so that the transaction did not require a shareholder vote, with no special meeting of shareholders held. As you're aware from our disclosures, negotiations concluded in March 2021 with an agreement to terminate the management services agreement and acquire the assets and liabilities of the management company, AHML. This resulted in a gross payment of NZD 215 million from Precinct to AHML as consideration for the termination of its management services agreement and the acquisition of certain assets and liabilities. This internalization is expected to provide significant benefits to Precinct and its shareholders. We expect cost savings from the transaction to be NZD 14.6 million of annual cash savings and total management fees net of costs.

This is expected to be 6% accretive to adjusted funds from operations, AFFO, per share on a pro forma basis, which assumes that current development projects are complete. We welcome you to look at the publicly disclosed presentations we gave to the marketplace in March. Question two from Saul was, "Why wasn't the amended constitution mailed to all shareholders for approval?" In line with our proactive approach to sustainability at Precinct, our business is reconsidering all our printing habits in response to the environmental impacts of printing. We are therefore reducing printing sent to shareholders where we can. There is also the added benefit to shareholders of reduced printing costs.

Increasingly, shareholders are opting for online communications, so we believe we are accommodating the majority of our shareholders by providing an amended constitution marked to show the changes from the existing constitution of the companies on the company's website. We will of course always print and mail out to shareholders a hard copy of any corporate document if requested. Now, the other questions submitted online from Robert and Alvyn Margaret Hayward , and Kevin Pitfield. What is the extent or percentage of impact on the NTA from rental subsidies and other concessions from COVID-19 related lockdowns? I think Scott gave an update through his presentation on the support we provided, which was disclosed as NZD 31 million. Scott, did you want to add anything to that?

Scott Pritchard
CEO, Precinct Properties NZ Ltd

No. I think that the guidance that we've given in terms of the contributions made over the last kind of two financial periods, which are totaling NZD 10 million, is indicative of the support that we've provided. Of course, the extent to which we offer more support will depend on whether lockdowns continue in Auckland and for how long. At this stage, what we're saying is that we're retaining our dividend for the FY 22 period of NZD 0.066 per share. Our dividend policy is around 100% of AFFO. In this period, our AFFO may be impacted due to that support, but we are committed to that dividend payout.

Craig Stobo
Chair and Independent Director, Precinct Properties NZ Ltd

That sort of goes to a second question in terms of COVID rental abatements from Michael Brandon. In terms of the percentage of the rental abatements as a percentage of total rental income for the 2022 year and the impact on future distributions. I think we've answered the second question, which is future distributions as it stands with the most recent update given to the market today around that distribution of 6.7%. 6.7 cents per share, which is a 3.1% uplift. We've given you guidance as it stands today. We can't of course accommodate yet future events in terms of lockdowns, but as it stands today. Scott, in terms of percentage of total income, what does that represent?

Scott Pritchard
CEO, Precinct Properties NZ Ltd

Yeah, Mr. Chairman, look, it's sitting less than, sort of 3% at this stage. You know, very minor in the context of our total revenue.

Craig Stobo
Chair and Independent Director, Precinct Properties NZ Ltd

Thank you. There are no more questions that have come through on live Q&A that I can see. We'll then proceed to the formal business of the meeting. I beg your pardon, there's one more that's come through. Oh, a few more. Are there any more plans to issue further convertible notes on the same basis as the notes converted recently in the near future? We're contemplating capital management plans as we speak. Directors held a meeting earlier today. All options are on the table, and one of those could be a convertible note, but no decision has been made as we continue to develop our strategic plans. Thank you for asking that question, Robert and Alvyn Hayward and Kevin Pitfield. Next question is asked by Mohan Ganeshan .

How has the board management provided for the increase in interest rates seen? How comfortable will be the cushion for any increase on account of rollover renegotiation, et cetera, especially during the COVID slowdown in revenue? Perhaps we can focus on the interest rate seen. The board has in place treasury policies to accommodate hedging of interest rate risk. Of course, a large focus of the board and management is ensuring that we have effectively got hedges through the leasing structures in our portfolios. We do have security of income with our weighted average lease term. We are always considering how to improve the lease structures to ensure some hedge against the impact of inflation on interest rates. Did you want to add to that at all, Scott?

Scott Pritchard
CEO, Precinct Properties NZ Ltd

Just to comment that our next facility or our next liquidity event is in July next year. Richard as CFO and the team are already focused on putting in place new facilities or contemplating what options we have in terms of funding that liquidity event.

Craig Stobo
Chair and Independent Director, Precinct Properties NZ Ltd

Thank you. I'll just check where there's any more questions coming through. At the moment, my screen is not showing that, so I'm going to then move to the formal part of the meeting. As set out in the notice of meeting, voting entitlements have been determined as at 5:00 P.M. on the twenty-ninth of October. Registered shareholders at that time are the only persons entitled to vote, and only the shares registered in those shareholders' names at that time may be voted for at this meeting. Votes can be lodged during the virtual meeting today or by proxies. For your proxy to be effective, it must have been received by 11:30 A.M. New Zealand time on Tuesday this week, the second of November.

Proxies have been appointed for the purpose of this meeting in respect of 571 shareholders, representing 34.4% of all shares on issue. If myself or another director has been appointed as a proxy, we are prohibited from exercising discretion on resolutions in which we are interested, and therefore, if not directed, your vote will be null or void in respect of that particular resolution. Voting on all resolutions put before the meeting will be conducted by poll only, and the board recommends you vote in favor of all resolutions. Resolutions 1 to 4 relate to the re-election of Graeme Wong and the election of Chris Judd, Nicola Greer, and Mark Tume, respectively, as independent directors of Precinct. Before we vote on these resolutions, I would like to invite each director to provide us with a brief background on themselves.

In fact, I've done that, so what you'll be receiving now is pre-recordings. You'll hear Graeme first, then Chris, who is joining us live from Australia today, and then from Nicola, and lastly from Mark. Can I please have the recording for Graeme, please?

Graeme Wong
Independent Director, Precinct Properties NZ Ltd

Good morning, ladies and gentlemen. You have my CV distributed in the notice of meeting and repeated a number of times in prior annual reports, so I won't repeat this information now. I am now one of the longest serving directors on this board, and if reelected, I intend this to be my last term as a director. I've been actively involved in board succession planning as chair of the People and Performance Committee. We've welcomed Nicola and Mark to the board in the last 12 months. This coming term will see completion of a plan started about three years ago. We all know that the economic environment is now more challenging and uncertain. Decision-making is going to be different compared to the pre-COVID and declining interest rate world, which seems like an age ago now. An age ago, indeed.

In 40 years of experience in the investment markets, I've seen highs and lows many times. Of course, history never repeats in exactly the same way, but you can be assured that if reelected, I'll contribute ideas and debate strategy and governance to the best of my ability. I look forward to working with management and board colleagues again for another term. For those of you locked down in Auckland and Waikato, keep well, and here's hoping for a return to some freedom soon. Thank you. I'm happy to take any questions.

Chris Judd
Independent Director, Precinct Properties NZ Ltd

Good morning. It's a great privilege to offer myself for election as an independent director of Precinct Properties. My formal engagement with the Precinct team and board commenced in 2013. For the past eight years to March 2021, I've been a manager appointee to the Precinct board, as well as a director and rotating chair of Precinct's former manager, AHML. Since the management internalization, I've sat as a non-executive director on the Precinct board. Based in Sydney, I've had over 30 years experience in real estate and real estate funds management in both public and private markets. I've had diverse governance, operational, and leadership experience in New Zealand, Australia, Singapore, Europe, and the USA, being responsible for management teams, fund investment performance of a $20 billion platform, governance oversight, business growth, strategy setting, and strategy implementation.

My involvement with the New Zealand property and capital markets dates to the early 2000s. Along with Precinct activities, I was responsible for New Zealand's largest unlisted real estate fund, some NZD 1.3 billion, and having been involved in some of New Zealand's largest real estate transactions. Over the past 20 years, I've had the benefit of observing and sharing good ideas, practices, and trends in both directions over the ditch. Precinct has transformed from passive office rent collector to transforming city centers, creating spaces where people thrive. The business model will continue to evolve to meet commercial and social needs and expectations from a diverse stakeholder group, including our shareholders, clients, our client's clients, community, and the Precinct team. I'm very passionate and enthusiastic about Precinct's future.

I feel my broad global real estate experience and track record, along with my deep knowledge of New Zealand markets and our company's strategy and operations, can continue to contribute to Precinct's evolution, governance, and success. As I said at the outset, it's a privilege to serve as a director of Precinct. I acknowledge the responsibilities that go with that. Thank you again for this opportunity of putting your confidence in me.

Nicola Greer
Independent Director, Precinct Properties NZ Ltd

[Non-English content ] Good afternoon, shareholders, and thank you for the opportunity to say a few words. As you will be aware, I joined the board of Precinct Properties in July this year. It was hugely gratifying to be appointed to the board, and I appreciated the rigorous and considered process Precinct's nomination committee undertook during every stage of my recruitment. For many of you, the reasons why you invest in Precinct will be the same as my reasons for wanting to become involved in this business. I view Precinct as a leading participant in a significant sector of the New Zealand economy. In particular, there were three things that made Precinct stand out to me.

The quality of the leadership, the philosophy of creating synergies through precincts where the value of the whole is greater than the sum of the parts, and the recent internalization of Precinct's management team, which has positioned the business well for future growth. It is a unique and exciting time to be involved. As Craig mentioned, Precinct has made great progress in responding to our material ESG risks and opportunities. The business is focused on its performance against meaningful global benchmarks and should be proud of its achievement to date. This is an area of long-term strategic importance to Precinct, and I look forward to playing an active role as we continue this journey.

I'd like to now briefly comment on my background and what I can contribute as a director and representative of your company. My professional experience encompassed a range of roles in banking and financial markets in New Zealand, Australia and the U.K. A common theme in these roles was financial risk management. I see this as being highly relevant to any capital-intensive business such as Precinct. Since leaving the banking world and returning to New Zealand in the early 2000s, I've been involved in the property market through our family-owned business. We have successfully developed both residential and commercial property projects. We also retain a portfolio of commercial assets in a variety of sectors, including retail, office, education and hospitality. While at a different scale to Precinct, many of the underlying issues are the same. Investment decisions, funding, portfolio management, tenant and stakeholder relations, and so on.

Alongside this, I've also undertaken a number of governance roles, providing me with a breadth of knowledge of New Zealand business. Currently, I am a director of Airways Corporation, South Port NZ, Fidelity Life, and a member of the NZ Markets Disciplinary Tribunal. Within these roles, I have been involved in raising new capital to finance an acquisition, long-term infrastructure project delivery, health and safety, and more recently, the current operational challenges facing many businesses from COVID. I would welcome your support for my election as an independent director. If elected, I look forward to contributing positively to the ongoing success of Precinct, both as an organization and as a strong performer in your portfolio. Thank you.

Mark Tume
Independent Director, Precinct Properties NZ Ltd

[Non-English content] a nd good afternoon, everybody. My name is Mark Tume, and as a recently board-appointed director, I'm pleased to present my credentials in order to be considered for the board of your company. I have been a professional director since 2002 and have served on a number of boards over the past nearly 20 years, including Transpower, the Guardians of New Zealand Superannuation Fund, Powerco and Lumo Energy. I have experience serving on boards in both Australia and New Zealand, mainly in the infrastructure and investment sectors. I currently serve as the chairman of Infratil, of Ngāi Tahu Holdings Corporation and Te Ātiawa Iwi Holdings , and am a director of RetireAustralia, Australia's fourth-largest retirement village operator.

I recognize that as a director, I'm acting as agent for shareholders and therefore a key role is working with my fellow directors and our excellent management team to generate sustainable long-term value that will accrue to the owners of the business. I take that role extremely seriously. I work hard at my directorships. I believe in preparation and attention to detail, and I do take the time to consider issues, and put them in context. I'm not afraid to ask a dumb question and indeed have asked many of those, over my time on boards. I'm hoping that shareholders might see that experience being of use to the company and would be honored to serve as a director on the board of Precinct Properties. Thank you for your consideration.

Craig Stobo
Chair and Independent Director, Precinct Properties NZ Ltd

Thank you Graeme, Chris, Nicola and Mark. We now turn to the resolutions for these four people for our board. Before I turn to the first resolution, I note a question's come through from Dennis Gottschalk around capacity of our directors to serve on the board. I can assure you, Dennis, that all directors are assessed before they're appointed for capacity or in the case of Graeme and Chris reappointment. That includes their ability to perform as chairs of various committees. In the case of Anne on audit and risk, Graeme on rem and noms, and shortly Nicola on ESG. You can rest assured that that's one of the screens that takes place before directors are appointed. They have to have capacity to be able to serve. I hope that satisfies your answers.

In terms of resolutions, let's turn to the re-election of Graeme Wong. I'd like to move as an ordinary resolution that Graeme Wong be re-elected as a director of Precinct. The resolution is set out in the notice of meeting and on the voting form you will have received. We'll now address any other shareholder questions submitted online to resolution one, which concerns Graeme Wong. Are there any questions? I don't see any live questions coming through. In that case, as there are no more questions, voting of this resolution will proceed to a poll, and I'll just pause for a few seconds, recognizing that some of you may want to vote at each resolution before I move to the next one rather than a bulk vote. I'll just pause briefly. In terms of Resolution 2, the election of Chris Judd.

I'd like to move as an ordinary resolution that Chris Judd be elected as a director of Precinct. The resolution is set out in the notice of meeting and on the voting form you will have received. We'll now address any shareholder questions submitted online relating specifically to Chris Judd. I don't see any on the platform screen, so as there are no more questions, voting of this resolution will proceed to a poll. Resolution 3 concerns the election of Nicola Greer. I'd like to move as an ordinary resolution that Nicola Greer be elected as a director of Precinct. The resolution is set out in the notice of the meeting and on the voting form you will have received. We will now address any shareholder questions submitted online relating to specifically Nicola Greer's election.

There are none on my platform screen, so voting of this resolution will also proceed to a poll. Turning to Resolution 4, the election of Mark Tume. I move as an ordinary resolution that Mark Tume be elected as a director of Precinct. The resolution is set out in the notice of meeting and on the voting form you will have received. We'll now address any shareholder questions submitted online, specifically relating to this resolution four for Mark. Again, I don't see anything specific on the platform screen. So as there are no more questions, voting of this resolution will now proceed to a poll. Resolution 5 relates to directors' remuneration.

That the directors, t his is the resolution I'd like to move, that directors be authorized to fix the remuneration of the independent directors of the company from 4th of November 2021, pursuant to the position sums shown in the proposed remuneration column of the table shown in note two of the explanatory notes. The resolution is set out in the notice of meeting and on the voting form you will have received. We'll now address any shareholder questions relating to Resolution 5. Again, I don't see any on screen, so voting of this resolution will also proceed to a poll. Resolution 6 concerns auditors' remuneration. I'd like to move as an ordinary resolution that the directors be authorized to fix the remuneration of Ernst & Young as auditor for the ensuing year.

The resolution is set out in the notice of meeting and on the voting form you will have received. We'll now address any shareholder questions relating to Resolution 6 that can be submitted online. Again, I don't see any on the platform screen. We'll then proceed to a poll for this resolution. The final resolution concerns an amendment to the constitution or two amendments or two types of amendments to the constitution. I'd like to move as a special resolution that the existing constitution of the company is revoked and the constitution presented at the meeting is adopted as the new constitution of this company. The resolution is set out in the notice of meeting and on the voting form you will have received.

We'll now address any shareholder questions in relation to shareholder questions which relate to the resetting of the constitution, given the internalization and of course, an alignment of voting by directors to substantially fall in line with the NZX Code recommendations. There are no live Q&A, so we'll now allow that resolution to proceed to the poll. That now concludes our discussion on the terms of business. In a minute, I will close the voting system. Please ensure that you've cast your vote on all resolutions. I will pause to allow you time to finalize those votes. All right. Voting is now closed. Finalized results will be announced to the NZX later today, and a copy of the announcement will also be available on our website. That now concludes the formal business of our meeting.

Thank you all very much for joining us and for your participation and your support for Precinct Properties. We do value your support. I now formally declare the meeting closed. Thank you all. [Non-English content]

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