NZX announcement - 4 November 2021

Precinct Properties New Zealand Limited Annual General Meeting

11:30am (New Zealand time), Thursday 4 November 2021 Online only attendance at https://meetnow.global/nz

Chairman's opening address

Morena, Tena Koutou Katoa

Good morning and welcome everyone to the Precinct Properties 2021 Annual General Meeting of shareholders. I'm Craig Stobo, Independent Director and Chair.

While we had planned for a hybrid meeting, due to the current uncertainty of the COVID-19 situation in New Zealand, the on-going restrictions on gatherings in Auckland and having regard to the health and safety of our stakeholders and people, attendance at today's meeting is being held online only via 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 hope to be able to hold an in-person meeting next year with you all. I now declare voting open on all items of business.

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 Nuami is unable to attend this year's meeting and has given his apology.

We also have present with us representatives from our auditors, Ernst & Young, tax advisors, KPMG, legal advisors, Chapman Tripp and our registrar, Computershare.

Now moving to the agenda of today's meeting

Precinct Properties New Zealand Limited

Head Office

Wellington Office

E

hello@precinct.co.nz

Level 12, 188 Quay Street, Auckland 1010

T 0800 400 599

Level 19, 157 Lambton Quay, Wellington

T 0800 400 599

W

www.precinct.co.nz

PO Box 5140, Auckland 1141, New Zealand

F +64 9 927 1655

PO Box 2, Wellington 6140, New Zealand

F +64 4 494 2267

Meeting agenda

We will begin with reviewing the performance and activity of Precinct over the last financial year. Following the conclusion of the presentation, we will then take any questions you may have. We welcome any feedback.

The meeting will then proceed to the formal business where we have a number of resolutions to consider. There are six ordinary resolutions and one special resolution put forward for shareholder approval today.

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 the Directors be authorised 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 constitution of the Company.

Board composition and changes

Before we move to some of our highlights this year, I would first like to give a brief update on how our Board succession plans have progressed. I will also provide a bit more detail to you on the fifth 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.

Precinct Properties New Zealand Limited

Head Office

Wellington Office

E

hello@precinct.co.nz

Level 12, 188 Quay Street, Auckland 1010

T 0800 400 599

Level 19, 157 Lambton Quay, Wellington

T 0800 400 599

W

www.precinct.co.nz

PO Box 5140, Auckland 1141, New Zealand

F +64 9 927 1655

PO Box 2, Wellington 6140, New Zealand

F +64 4 494 2267

Director Remuneration

Following an annual review and independent benchmarking exercise 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 in considering the proposed rates in resolution five.

In particular, PwC was requested to provide benchmark data for the newly- established Environmental, Social & Governance Committee.

The Company also proposes to introduce 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 would be put to shareholders for 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 risk and obligations have resulted in increased demand on Directors' time and broadening their scope of responsibilities in monitoring and assessing legal and regulatory compliance.

Focus on ESG

This is particularly true with respect to climate change and the establishment of the Company's green bond programme. Establishing a dedicated Environmental, Social

  • Governance (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

Precinct Properties New Zealand Limited

Head Office

Wellington Office

E

hello@precinct.co.nz

Level 12, 188 Quay Street, Auckland 1010

T 0800 400 599

Level 19, 157 Lambton Quay, Wellington

T 0800 400 599

W

www.precinct.co.nz

PO Box 5140, Auckland 1141, New Zealand

F +64 9 927 1655

PO Box 2, Wellington 6140, New Zealand

F +64 4 494 2267

material ESG risks and opportunities, and the long-term view we are taking. Nicola Greer has been appointed 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 a Global Real Estate Sustainability Benchmark (GRESB) score of 83. Pleasingly, this was well above the global average of 70. GRESB is considered 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 which were published globally last month. Precinct achieved a score of 82, again placing us above the current global average of 73. I would also like to note Precinct was recognised 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 five years.

In addition to GRESB, Precinct received a score of 'B-' 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 organisation 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 40 Bowen Street in Wellington. Effectively this means we will compensate for the tonnes of CO2 equivalent embodied in the materials used and associated with construction to seek

Precinct Properties New Zealand Limited

Head Office

Wellington Office

E

hello@precinct.co.nz

Level 12, 188 Quay Street, Auckland 1010

T 0800 400 599

Level 19, 157 Lambton Quay, Wellington

T 0800 400 599

W

www.precinct.co.nz

PO Box 5140, Auckland 1141, New Zealand

F +64 9 927 1655

PO Box 2, Wellington 6140, New Zealand

F +64 4 494 2267

carbon neutrality. We are delighted to report this has been achieved in partnership with Toitū Envirocare through the purchase of carbon credits.

Including the cost to offset the embodied carbon within the project budget was a first for Precinct and we continue to proactively progress this initiative. This year we extended the initiative 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 feasible.

As we continue to deliver on our business objectives and key priorities for FY22 and beyond, we are focused on improving our operational performance further. The requirement for climate-related financial risk reporting for listed corporates 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 Precinct is fully supportive of.

Before I hand over to Scott, I would like to take you through our 2021 results highlights and cover the Internalisation Agreement which was reached this year before declaring the first quarter dividend for FY22.

2021 highlights

Precinct's strategy remains clear, and we are committed to our business objective of creating sustainable value from city centre real estate. We remain focussed on delivering exceptional spaces for our clients and communities, in which they can thrive, whilst maximising long term returns to Precinct investors.

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 be placed in various Alert levels of lockdown. As many of us have experienced first-hand, Auckland in particular has been impacted heavily by the

Precinct Properties New Zealand Limited

Head Office

Wellington Office

E

hello@precinct.co.nz

Level 12, 188 Quay Street, Auckland 1010

T 0800 400 599

Level 19, 157 Lambton Quay, Wellington

T 0800 400 599

W

www.precinct.co.nz

PO Box 5140, Auckland 1141, New Zealand

F +64 9 927 1655

PO Box 2, Wellington 6140, New Zealand

F +64 4 494 2267

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Precinct Properties New Zealand Ltd. published this content on 04 November 2021 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 03 November 2021 22:21:05 UTC.