Precinct Properties New Zealand Limited logo

Precinct launches retail green bond offer

Debt Issuance25 April 2022PCTReal Estate

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 Generator, 30 Waring Taylor Street, Wellington T 0800 400 599

W www.precinct.co.nz PO Box 5140, Auckland 1141, New Zealand PO Box 2, Wellington 6140, New Zealand




NZX announcement – 26 April 2022

Precinct launches retail green bond offer

Precinct Properties New Zealand Limited (Precinct) (NZX: PCT) has announced an offer of up to

NZ$125 million (with the ability to accept up to an additional NZ$50 million in oversubscriptions at

Precinct’s discretion) of secured, unsubordinated, fixed rate six year green bonds (Green Bonds)

to institutional investors and New Zealand retail investors.

The offer opens today and will be made pursuant to the Financial Markets Conduct Act 2013 as

an offer of debt securities of the same class as existing quoted debt securities. The offer is

expected to close on 29 April 2022.

The indicative margin range for the Green Bonds is 1.30% to 1.40% per annum over the underlying

swap rate, subject to a minimum interest rate of 5.00% per annum. The margin and interest rate

is expected to be set on 29 April 2022 following a bookbuild process and will be announced by

Precinct via NZX shortly thereafter.

The Green Bonds are expected to be quoted on the NZX Debt Market.

Further details of the offer of the Green Bonds are contained in the indicative terms sheet which

has been prepared for the offer and is attached.

There is no public pool for the offer, with all the Green Bonds reserved for clients of the Joint Lead

Managers, NZX participants and other approved financial intermediaries.

Interested investors should contact a Joint Lead Manager (details below) or their usual financial

adviser for more details.



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 Generator, 30 Waring Taylor Street, Wellington T 0800 400 599

W www.precinct.co.nz PO Box 5140, Auckland 1141, New Zealand PO Box 2, Wellington 6140, New Zealand


Arranger, Green Bond Co-ordinator and Joint Lead Manager

ANZ Bank New Zealand Limited



Phone: 0800 269 476

Joint Lead Managers


Craigs Investment Partners Limited Forsyth Barr Limited Jarden Securities Limited





0800 226 263 0800 367 227 0800 005 678




Ends

For further information, please contact:


Scott Pritchard

Chief Executive Officer

Mobile: +64 21 431 581

Email: scott.pritchard@precinct.co.nz


George Crawford

Deputy Chief Executive Officer

Mobile: +64 21 384 014

Email: george.crawford@precinct.co.nz


Richard Hilder

Chief Financial Officer

Mobile: +64 29 969 4770

Email: richard.hilder@precinct.co.nz





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 Generator, 30 Waring Taylor Street, Wellington T 0800 400 599

W www.precinct.co.nz PO Box 5140, Auckland 1141, New Zealand PO Box 2, Wellington 6140, New Zealand


About Precinct (PCT)

Precinct is New Zealand’s only listed city centre specialist investing predominantly in premium

and A-grade commercial office property. Listed on the NZX Main Board, PCT currently owns

Auckland’s HSBC Tower, AON Centre, Jarden House, Deloitte Centre, 204 Quay Street, Mason

Bros. Building, 12 Madden Street, 10 Madden Street, PwC Tower and Commercial Bay Retail;

and Wellington’s AON Centre, NTT Tower, Central on Midland Park, No. 1 and No. 3 The

Terrace, Mayfair House, Charles Fergusson Building, Defence House, Bowen House, Freyberg

Building and 30 Waring Taylor Street. Precinct owns Generator NZ, New Zealand’s premier

flexible office space provider. Generator currently offers 13,600 square metres of space across

nine locations in Auckland and Wellington.

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2 6 A P R I L 2 0 2 2
F I X E D R A T E S E C U R E D

G R E E N B O N D S

INDICATIVE TERMS SHEET

For an offer of $125,000,000 fixed rate secured green bonds (plus up to $50,000,000 of

oversubscriptions) due 9 May 2028

Arranger, Green Bond

Co-ordinator and Joint

Lead ManagerJoint Lead Managers

02
INDICATIVE TERMS SHEET

INDICATIVE TERMS SHEET

FOR AN OFFER OF UP TO $125,000,000 FIXED RATE SECURED GREEN BONDS (PLUS UP TO $50,000,000 OF

OVERSUBSCRIPTIONS)

This indicative Terms Sheet ("Terms Sheet") sets out the key terms of the offer (“Offer”) by Precinct Properties New Zealand Limited

(“Precinct”) of up to $125,000,000 fixed rate secured green bonds (“Green Bonds”), with the ability to accept oversubscriptions at

Precinct’s discretion of up to an additional $50,000,000 maturing on 9 May 2028 under its master trust deed dated 27 November 2014

(as last amended on 25 August 2017 and as amended from time to time) (“Trust Deed”), as modified and supplemented by the

supplemental trust deed dated 26 April 2022 (together with the Trust Deed, “Trust Documents”) entered into between Precinct and The

New Zealand Guardian Trust Company Limited (“Supervisor”). Unless the context otherwise requires, capitalised terms used in this Terms

Sheet have the same meaning given to them in the Trust Documents.

Important Notice

The Offer of debt securities by Precinct is made in reliance upon the exclusion in clause 19 of schedule 1 of the Financial Markets

Conduct Act 2013 (“FMCA”).

The Offer contained in this Terms Sheet is an offer of bonds that have identical rights, privileges, limitations and conditions (except for

the interest rate and maturity date) as Precinct's bonds maturing on:

• 27 November 2024 which have a fixed interest rate of 4.42% per annum and are currently quoted on the NZX Debt Market under the

ticker code PCT020; and

• 28 May 2027 which have a fixed interest rate of 2.85% per annum and are currently quoted on the NZX Debt Market under the ticker

code PCT030,

(together, “Existing Bonds”).

Accordingly, the Green Bonds are the same class as the Existing Bonds for the purposes of the FMCA and the Financial Markets

Conduct Regulations 2014.

Precinct is subject to a disclosure obligation that requires it to notify certain material information to NZX Limited (“NZX”) for the purpose

of that information being made available to participants in the market and that information can be found by visiting www.nzx.com/

companies/PCT.

The Existing Bonds are the only debt securities of Precinct that are currently quoted in the same class as the Green Bonds.

Investors can refer to nzx.com/markets/NZDX to find out how the market assesses the returns and risk premium for the Existing Bonds. This

website allows investors to compare the yield of the financial products listed on the NZX Debt Market. When comparing the yield of

two debt securities, it is important to consider all relevant factors (including the credit rating (if any), maturity and the other terms of the

relevant debt securities).

Key terms of the Green Bonds

IssuerPrecinct Properties New Zealand Limited ("Precinct").

Description

The Green Bonds are fixed rate secured green bonds.

The Green Bonds will be secured by Mortgages and will rank equally with certain other senior

obligations of Precinct secured by the same Mortgages.

Security

The Green Bonds benefit (on an equal ranking basis with other secured creditors, including

Precinct’s lenders under the Bank Facility Agreement, holders of the Existing Bonds, holders of USPP

notes issued by Precinct in the United States and any future secured creditors) from mortgages over

real property (“Mortgages”) granted from time to time by Precinct and the Guarantors (each, a

“Security Provider”).

In an insolvency of any of those Security Providers, the claims of the senior secured creditors will (by

virtue of that security) rank ahead of all other creditors of that Security Provider other than certain

statutorily preferred creditors.

Guarantee

The Green Bonds are guaranteed on a joint and several basis by the Guarantors. The guarantee

obligations of the Guarantors are not limited and are secured by the Mortgages.

As at the date of this Terms Sheet, the Guarantors are Precinct Properties Holdings Limited and

Precinct Properties Wynyard Limited.

03
INDICATIVE TERMS SHEET

Purpose

The net proceeds of this offer are intended to be earmarked in accordance with Precinct’s

Sustainable Debt Framework dated 2020 (as amended from time to time) (the “Sustainable Debt

Framework”) to finance or refinance energy efficient buildings meeting the following criteria

(“Eligible assets”):

1. Certified as obtaining, or targeting, a minimum 5-Star NZGBC Green Star Built rating; or

2. Certified as obtaining, or targeting, a minimum 4-Star NABERSNZ Energy Base Building Rating or

Energy Whole Building Rating.

As at 26 April 2022, Precinct has $1.7 billion of Eligible assets (excluding assets held for sale to Precinct

Pacific Investment Limited Partnership).

In particular, as at the date of this Terms Sheet, Precinct expects to apply the net proceeds of the

offer to refinance existing debt, and to track an amount equal to the net proceeds within its systems,

earmarked to Eligible assets. Under the Sustainable Debt Framework, Precinct intends to maintain a

balance of Eligible assets, based on market value, which is larger than the sum of net proceeds from

all Green Bonds and other “use of proceeds” green bonds and loans.

A copy of the Sustainable Debt Framework is available on Precinct’s website at

www.precinct.co.nz/investors/bondholder-and-noteholder-information.

The Green Bond Principles

Precinct has developed and adopted the Sustainable Debt Framework to ensure that, as at the

date of this Terms Sheet, its processes for identifying Eligible assets and managing the use of the

proceeds of the Green Bonds are consistent with the Green Bond Principles dated June 2021 (as

amended from time to time, the “Green Bond Principles”) as published by the International Capital

Market Association. A copy of the Green Bond Principles is available at www.icmagroup.org/

sustainable-finance/the-principles-guidelines-and-handbooks/green-bond-principles-gbp/.

Precinct intends to seek assurance from an approved verifier of compliance of green bonds under

the Sustainable Debt Framework with the Green Bond Principles and the Sustainable Debt

Framework, on an annual basis. Most recently, Ernst & Young Limited has provided a limited

assurance report dated 22 July 2021 to Precinct in relation to compliance of the Existing Bonds. A

copy of that limited assurance report is available on Precinct’s website at www.precinct.co.nz/

investors/bondholder-and-noteholder-information.

No Event of Default in relation to

Sustainable Debt Framework or

Green Bond Principles

If:

• Precinct fails to earmark the proceeds of the Green Bonds as described in this Terms Sheet or the

Sustainable Debt Framework;

• Precinct fails to comply with the Sustainable Debt Framework;

• the Green Bonds cease to satisfy the Green Bond Principles (or market practices, standards,

principles or regulations further develop in a way that the Green Bonds are not consistent with);

• NZX ceases to designate the Green Bonds as “green” on the NZX Debt Market (whether as a

result of changes to the NZX Listing Rules or otherwise); or


Precinct fails to notify holders of Green Bonds (“Holders”) that the Green Bonds cease to comply

with the Sustainable Debt Framework or the Green Bond Principles,

then:

• the bonds may cease to be labelled or trade as green bonds, and Holders and potential

investors may consider that the bonds no longer align with their intentions or requirements; and

• no Event of Default or breach of the terms of the Green Bonds will occur and neither the Holders

nor Precinct have any right for the Green Bonds to be repaid early.

Precinct is generally required by the NZX Listing Rules to disclose to the market any material

information relating to the Green Bonds, which would include material information relating to their

“green” label.

No Rating

Neither Precinct nor the Green Bonds are rated.

04
INDICATIVE TERMS SHEET

INDICATIVE TERMS SHEET (CONTINUED)

Issue Amount

Precinct is offering up to $125,000,000 of Green Bonds, with the ability to accept oversubscriptions at

its discretion of up to an additional $50,000,000.

Opening Date

Tuesday, 26 April 2022.

Closing Date

12.00pm, Friday, 29 April 2022.

Rate Set Date

Friday, 29 April 2022.

Issue Date and Allotment Date

Monday, 9 May 2022.

Expected Date of initial

quotation on NZX Debt Market

Tuesday, 10 May 2022.

Tenor and Maturity Date

6 years maturing on Tuesday, 9 May 2028.

Interest Rate

To be determined by Precinct in conjunction with the Joint Lead Managers following a bookbuild

process.

The Interest Rate will be the sum of the Issue Margin and the Base Rate, but in any case will not be

less than the minimum Interest Rate of 5.00% per annum.

The Interest Rate will be announced by Precinct via NZX on or shortly after the Rate Set Date.

Interest will accrue from the Issue Date of the Green Bonds.

Indicative Issue Margin

The indicative range of the Issue Margin is 1.30% – 1.40% per annum.

Base Rate

The mid-market rate for an interest rate swap of a term matching the period from the Issue Date to

the Maturity Date as calculated by the Arranger in consultation with Precinct, according to market

convention, with reference to Bloomberg page ICNZ4 (or any successor page) on the Rate Set Date

and rounded to 2 decimal places, if necessary, with 0.005 being rounded up.

Interest Payments

Interest will be payable semi-annually in arrear in equal amounts on 9 May and 9 November of each

year up to and including the Maturity Date. If an Interest Payment Date is not a Business Day, the

due date for the payment to be made on that date will be the next following Business Day and no

adjustment will be made to the amount payable as a result of the delay in payment.

The First Interest Payment Date is on 9 November 2022.

05
INDICATIVE TERMS SHEET

Loan to Value Ratio

Precinct must ensure that while the Green Bonds are outstanding, the total principal amount of all

outstanding borrowed money secured by the Mortgages does not exceed 50% of the Mortgaged

Property Value (the “Loan to Value Ratio”).

A breach of the Loan to Value Ratio covenant will not automatically trigger an Event of Default, but

will instead trigger an Event of Review. Following that breach, Precinct may have up to 13 months to

remedy the breach before it will trigger an Event of Default (up to six months to remedy the breach

and, if the breach is not remedied and after Precinct has given notice of the failure to remedy the

breach (such notice to be provided within 20 Business Days after the end of that six month period),

six months to execute any plan provided to the Supervisor to remedy the relevant breach).

For full details of the Events of Default and Events of Review, see clauses 11.1 and 11.2 of the Trust

Deed.

Permitted Security

As a general matter, Precinct undertakes to the Holders that it will not grant security over any of its

assets. There are certain exclusions to this undertaking, being security:

• granted over debt in an amount equal up to 15% of the Group’s Total Tangible Assets. However,

such security is only permitted if there is no Event of Default at the time the security is granted

and one will not occur as a result of granting such security; or

• which arises by statute; or

• which is in favour of the Security Trustee; or

• granted with the consent of the Bank Facility Lenders.

The consent of Holders for Precinct to grant security over any of its assets is not required in the above

circumstances. Such security may rank behind the Mortgages or may be over assets which Holders

do not have security over.

Distribution Stopper

Precinct is not permitted to make any Distribution to any person outside the Group if an Event of

Default has occurred and is continuing or if the making of the Distribution would result in the

occurrence of an Event of Default.

Brokerage

0.50% plus 0.25% on firm allocations paid by Precinct.

Record Date

The tenth calendar day before the due date for that payment or, if that day is not a Business Day,

the preceding Business Day or such other date as is advised by the Registrar to Holders from time to

time.

Principal Amount and Issue Price

$1.00 per Green Bond.

Minimum Application

The minimum application is $5,000, with multiples of $1,000 thereafter.

Registrar

Computershare Investor Services Limited.

Further Indebtedness

Precinct may, without the consent of the Holders of the Green Bonds, issue additional securities or

other debt obligations on such other terms and conditions as Precinct may think fit.

06
INDICATIVE TERMS SHEET

INDICATIVE TERMS SHEET (CONTINUED)

How to Apply

All of the Green Bonds, including oversubscriptions, are reserved for clients of the Joint Lead

Managers, institutional investors and other primary market participants invited to participate in the

bookbuild. There will be no public pool for the offer. Accordingly, retail investors should contact any

Joint Lead Manager, their financial adviser or any primary market participant for details on how they

may acquire Green Bonds. You can find a primary market participant by visiting www.nzx.com/

services/market-participants.

In respect of oversubscriptions or generally, any allotment of Green Bonds will be at Precinct's

discretion, in consultation with the Joint Lead Managers. Precinct reserves the right to refuse all or

any part of an application without giving any reason.

Each investor's financial adviser will be able to advise them as to what arrangements will need to be

put in place for the investors to trade the Green Bonds including obtaining a common shareholder

number (CSN), an authorisation code (FIN) and opening an account with a primary market

participant, as well as the costs and timeframes for putting such arrangements in place.

ISIN

NZPCTDT004C5

Transfers

Holders are entitled to sell or transfer their Green Bonds at any time subject to the terms of the Trust

Documents and applicable securities laws and regulations. Precinct may decline to register a

transfer of Green Bonds for the reasons set out in the Trust Documents.

The minimum amount of Green Bonds a Holder can transfer is $1,000, and integral multiples of $1,000

thereafter. No transfer of Green Bonds or any part of a Holder’s interest in a Green Bond will be

registered if the transfer would result in the transferor or the transferee holding or continuing to hold

Green Bonds with an aggregate principal amount of less than the minimum holding of $5,000 (other

than zero).

NZX Quotation

Precinct will take any necessary steps to ensure that the Green Bonds are, immediately after issue,

quoted. Application has been made to NZX for permission to quote the Green Bonds on the NZX

Debt Market and all the requirements of NZX relating thereto that can be complied with on or

before the distribution of this Terms Sheet have been duly complied with. However, NZX accepts no

responsibility for any statement in this Terms Sheet. NZX is a licensed market operator and the NZX

Debt Market is a licensed market under the FMCA.

NZX Debt Market Ticker Code

PCT040

07
INDICATIVE TERMS SHEET

Selling Restrictions

The Green Bonds may only be offered for sale or sold in conformity with all applicable laws and

regulations in New Zealand and in any other jurisdiction in which the Green Bonds are offered, sold

or delivered.

No action has been or will be taken by Precinct which would permit a public offer of Green Bonds,

or possession or distribution of any offering material, in any country or jurisdiction where action for

that purpose is required (other than New Zealand).

No person may purchase, offer, sell, distribute or deliver Green Bonds, or have in their possession,

publish, deliver or distribute to any person, any offering material or any documents in connection

with the Green Bonds, in any jurisdiction other than in compliance with all applicable laws and

regulations.

By purchasing the Green Bonds, each Holder agrees to indemnify Precinct, the Arranger, the Green

Bond Co-ordinator, the Joint Lead Managers, the Registrar and the Bond Supervisor in respect of

any loss, cost, damages, liability or expense sustained or incurred by Precinct, the Arranger, the

Green Bond Co-ordinator, the Joint Lead Managers, the Registrar and the Bond Supervisor as a

result of the breach by the Holder of these selling restrictions.

The dates set out in this Terms Sheet are indicative only and are subject to change. Precinct has the right in its absolute discretion and

without notice to close the Offer early, to accept late applications, to extend the Closing Date (subject to the applicable NZX Listing

Rules) or to choose not to proceed with the Offer. If the Closing Date is extended, subsequent dates may be extended accordingly.

Copies of the Trust Documents can be obtained on request to the Registrar or Precinct at the addresses set out below (or such office

as may be notified to Holders).

Any internet site addresses provided in this Terms Sheet are for reference only and, except as expressly stated otherwise, the content of

any such internet site is not incorporated by reference into, and does not form part of, this Terms Sheet.

Investors should seek qualified independent financial and taxation advice before deciding to invest. In particular, you should consult

your tax adviser in relation to your specific circumstances. Investors will also be personally responsible for ensuring compliance with

relevant laws and regulations applicable to them (including any required registrations).

For further information regarding Precinct, visit www.nzx.com/companies/PCT.

08
CONTACT DETAILS

CONTACT DETAILS

NameContact details

IssuerPrecinct Properties New Zealand LimitedLevel 12

188 Quay Street

Auckland 1010

Email: hello@precinct.co.nz

RegistrarComputershare Investor Services LimitedLevel 2, 159 Hurstmere Road

Takapuna

Auckland 0622

Private Bag 92119

Auckland 1142

Arranger and Green Bond Co-ordinatorANZ Bank New Zealand LimitedLevel 26, ANZ Centre

23-29 Albert Street

Auckland 1010

Joint Lead ManagersANZ Bank New Zealand LimitedLevel 26, ANZ Centre

23-29 Albert Street

Auckland 1010

Craigs Investment Partners LimitedLevel 32, Vero Centre

48 Shortland Street

Auckland 1010

Forsyth Barr LimitedLevel 23, Shortland & Fort

88 Shortland Street

Auckland 1010

Jarden Securities LimitedLevel 32, PwC Tower

15 Customs Street West

Auckland 1010

SupervisorThe New Zealand Guardian Trust Company

Limited

Level 6

191 Queen Street

Auckland 1010

Security TrusteePublic TrustLevel 9

34 Shortland Street

Auckland 1010

Legal advisors to PrecinctChapman TrippLevel 34, PwC Tower

15 Customs Street West

Auckland 1010

2 6 A P R I L 2 0 2 2
F I X E D R A T E S E C U R E D

G R E E N B O N D S

INDICATIVE TERMS SHEET

For an offer of $125,000,000 fixed rate secured green bonds (plus up to $50,000,000 of

oversubscriptions) due 9 May 2028

Arranger, Green Bond

Co-ordinator and Joint

Lead ManagerJoint Lead Managers

---

Fixed rate secured green bonds –April 2022, Slide1
Fixed Rate Secured

Green Bonds Offer

April 2022

JOINT LEAD MANAGERS

ARRANGER, GREEN BOND

CO-ORDINATOR AND JOINT

LEAD MANAGER

Artist Impression of Wynyard Stage 3 currently under development

Fixed rate secured green bonds –April 2022, Slide2
Disclaimer

The information and opinions in this presentation were prepared by Precinct Properties New Zealand Limited (Precinct) in relation to its offer of green bonds described

in this presentation (Green Bonds). The offer of the Green Bonds is made in reliance upon the exclusion in clause 19 of schedule 1 of the Financial Markets Conduct Act

2013 (FMCA).The Green Bonds will have identical rights, privileges, limitations and conditions (except for the interest rate and maturity date) as Precinct’s bonds

maturing on:

•27 November 2024 which have a fixed interest rate of 4.42% per annum and are currently quoted on the NZX Debt Market under the ticker code PCT020; and

•28 May 2027 which have a fixed interest rate of 2.85% per annum and are currently quoted on the NZX Debt Market under the tickercode PCT030,

(together, the Existing Bonds).Accordingly, the Green Bonds are the same class as the Existing Bonds for the purposes of the FMCA and the Financial Markets Conduct

Regulations 2014.

Precinct is subject to a disclosure obligation that requires it to notify certain material information to NZX for the purposeofthat information being made available to

participants in the market and that information can be found by visiting www.nzx.com/companies/PCT.The Existing Bonds are the only debt securities of Precinct that

are currently quoted in the same class as the Green Bonds.Investors should look to the market price of the Existing Bonds to find out how the market assesses the

returns and risk premium for those bonds.

This presentation is provided for information purposes only and is of a general nature. The information contained in this presentation does not constitute financial

product advice, investment advice or any recommendation by Precinct, ANZ Bank New Zealand Limited (the Arranger and Green Bond Co-ordinator), Craigs

Investment Partners Limited, Forsyth Barr Limited and Jarden Securities Limited(together with the Arranger and Green Bond Co-ordinator, the Joint Lead Managers), The

New Zealand Guardian Trust Company Limited (the Supervisor) or any of their respective directors, officers, employees, affiliates, agents or advisers to subscribe for, or

purchase, any of the Green Bonds. Nothing in this presentation constitutes legal, financial, tax or other advice. The information in this presentation does not take into

account the particular investment objectives, financial situation, taxation position or needs of any person. You should make your own assessment of an investment in

Precinct and should not rely on this presentation. In all cases, you should conduct your own research on Precinct and analysis of any offer, the financial condition,

assets and liabilities, financial position and performance, profits and losses, prospects and business affairs of Precinct, and the contents of this presentation.

Opinions including estimates and projections in this presentation constitute the current judgement of Precinct as at the dateofthis 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 eventsorotherwise.

No contract or other legal obligations shall arise between Precinct, the Arranger and Green Bond Co-ordinator, the Joint Lead Managers or the Supervisor and any

recipient of this presentation.

None of Precinct, the Arranger and Green Bond Co-ordinator, the Joint Lead Managers or the Supervisor or any of their respectivedirectors, officers, employees and

agents: (a) accept any responsibility or liability whatsoever for any loss arising from this presentation or its contents or otherwise arising in connection with the offer of

Green Bonds; (b) authorised or caused the issue of, or made any statement in, any part of this presentation; or (c) make any representation, recommendation or

warranty, express or implied regarding the origin, validity, accuracy, adequacy, reasonableness or completeness of, or any errors or omissions in, any information,

statement or opinion contained in this presentation and accept no liability (except to the extent such liability is found by a court to arise under the FMCA or cannot be

disclaimed as a matter of law).

The Green Bonds may only be offered for sale or sold in conformity with all applicable laws and regulations in New Zealand and in any other jurisdiction in which the

Green Bonds are offered, sold or delivered.No action has been or will be taken by Precinct which would permit a public offer of Green Bonds, or possession or

distribution of any offering material, in any country or jurisdiction where action for that purpose is required (other than New Zealand).

Application has been made to NZX for permission to quote the Green Bonds on the NZX Debt Market and all the requirements of NZX relating thereto that can be

complied with on or before the distribution of this presentation have been duly complied with. However, NZX accepts no responsibility for any statement in this

document. NZX is a licensed market operator, and the NZX Debt Market is a licensed market under the FMCA.

Fixed rate secured green bonds –April 2022, Slide3
The Offer

An offer of $125m senior secured

Green Bonds (with ability to

accept oversubscriptions of up

to an additional $50m)

6-year term

Maturing on 9 May 2028

Security of $2.8bn of prime

grade assets

$1.7bn

1

of Green Assets. Over

$0.5b World leadership or

Aspirational Performance

Note 1: Assumes establishment of Precinct Pacific Investment Limited

Partnership

Fixed rate secured green bonds –April 2022, Slide4
Precinct Portfolio

98%

Portfolio Occupancy

6.6 years

Weighted average lease term

77%

Investment portfolio weighting to Auckland

$2.7bn

Size of investment portfolio

216,600m

2

Net Lettable Area

Portfolio metrics represent Precinct’s residual portfolio following establishment of the Precinct Pacific Investment Limited Partnership (PPILP) with long term strategic

partner, Singapore sovereign wealth fund GIC. Includes Precinct’s 24.9% minority interest in investment partnership.

Portfolio Metrics are reported as at 31 December 2021

The execution of Precinct’s long-term

strategy has successfully transformed

the quality of our business and portfolio

Artist Impression of 1 Queen Street currently under development

Fixed rate secured green bonds –April 2022, Slide5
Our

strategy

We are focused on the next stage in Precinct’s

strategic evolution which will enable our

business to grow:

oThe internalisation of Precinct’s management last year has provided

the opportunity to establish a third party capital platform with the

announcement of the Precinct Pacific Investment Limited Partnership

(PPILP)

oThe platform provides an alternative capital source with proforma

gearing as at 31 December 2021 falling to 21%.

oBy utilising third party capital, Precinct can further leverage its market

position and capability, driving higher returns from its capital with the

opportunity to extend participation in more market opportunities

Incorporates the following

principles of success:

•Focusing on concentrated

ownership in strategic

locations

•Maintain and grow great

client relationships

•Investing in quality, both in

assets and environments

•Maintaining a long-term

view

Fixed rate secured green bonds –April 2022, Slide6
Market Overview

Auckland city centre

•Sentiment remains positive with occupiers taking a

long term view and securing their future premises

•+11,000m

2

prime grade net absorption in H1FY22

(Jun-21:-4,800m

2

)

•Flight to quality remains a prevailing trend

•Vacancies continue to be unevenly spread

through building grades/location

•CBD waterfront

*

prime vacancy estimated at 3.0%

(Jun-21: 3.8%)

•+1.0% uplift in prime rentals in the half year to Dec-

21 vs. a -2.9% fall in secondary rentals

Wellington city centre

•Continues to outperform, underpinned by

demand/supply imbalances

•Prime vacancy rates continue to be, and forecast

to remain, below long-term average

•Government precinct remains fully occupied with

zero prime vacancy reported for Thorndon

•Upward pressure on rentals expected to continue

•Prime rentals increased 2.1% in the half year to

Dec-21 resulting in a y-o-y increase of 5.1%

0%

2%

4%

6%

8%

10%

12%

14%

16%

18%

20%

Dec-01Dec-02Dec-03Dec-04Dec-05Dec-06Dec-07Dec-08Dec-09Dec-10Dec-11Dec-12Dec-13Dec-14Dec-15Dec-16Dec-17Dec-18Dec-19Dec-20Dec-21Dec-22Dec-23Dec-24Dec-25Dec-26

PrimeLT Average

Forecast

Auckland prime vacancy(Source: JLL)

0%

1%

2%

3%

4%

5%

6%

7%

8%

9%

10%

Dec-01Dec-02Dec-03Dec-04Dec-05Dec-06Dec-07Dec-08Dec-09Dec-10Dec-11Dec-12Dec-13Dec-14Dec-15Dec-16Dec-17Dec-18Dec-19Dec-20Dec-21Dec-22Dec-23Dec-24Dec-25Dec-26

PrimeLT Average

Forecast

Wellington prime vacancy(Source; JLL)

*

Estimate based on Commercial Bay and Britomart precinct vacancy data

Fixed rate secured green bonds –April 2022, Slide7
0 m²

20,000 m²

40,000 m²

60,000 m²

80,000 m²

100,000 m²

120,000 m²

20152016*20172018201920202021

Investments (AKL)Developments (AKL)

Investments (WLG)Developments (WLG)

Pre-Covid

average

Post-Covid

average

Occupier trends

Work from office impacted

•Major corporates have directed staff to

work from home during Omicron

•Impacted retail and hospitality activity

during this time due to lack of footfall

•Expectation that premium office

occupation will return strongly

Leasing resilience despite pandemic impacts

•Leasing activity over the past 12 months is

the second highest in Precinct’s history

•Uplift in leasing during 2021 with occupiers

taking a long-term view and securing

future accommodation

•Office demand and growth in economic

rents bodes well for market rental growth

once market normalises

PCT portfolio office leasing (new leases only)

* Wellington Accommodation Project -2Government bulk leasing

Fixed rate secured green bonds –April 2022, Slide8
Portfolio

earnings

certainty

We are focused on the next stage in

Precinct’s strategic evolution which will

enable our business to grow:

•Limited expiry over next 6 years

•24.9% interest in partnership targeting, stable, secure low

risk returns, from Government income

•58% of the portfolio benefits from structured reviews,

providing secure cashflow

Office lease expiry profile

Portfolio metrics represent Precinct’s residual portfolio following establishment of PPILP. Includes

Precinct’s 24.9% minority interest in PPILP.

18%

18%

30%

10%

23%

Office Revenue by Industry

Government (Local and Central)

Legal

Financial Services, Banking, and

Insurance

Information Technology

Other

0%

10%

20%

30%

40%

50%

60%

70%

Vacant2223242526272829>29

% of NLA

Financial Year

AucklandWellington

Fixed rate secured green bonds –April 2022, Slide9
Sustainability at Precinct

Governance:

•Sustainability Committee

•Dedicated Board ESG Committee

Best practice disclosure:

•GRI and TCFD reporting

•GRESB, CDP & MSCI benchmarking

Measurement and targets:

•Greenstar and NABERSNZ ratings

•Measure and verify carbon emissions

•Toitū carbonzerocertification

•Offset unavoidable operational emissions

•Offset embodied emissions from developments

•Adopted measurable targets

Precinct is committed to enabling sustainableand successful business, improving our

operational performance and incorporating sustainable designacross our portfolio of

properties. Our sustainability strategy has been designed in parallel with Precinct's broader

business strategy.

Fixed rate secured green bonds –April 2022, Slide10
Improved our key performance measures,

GRESB, to 82 (Global average: 73)

•GRESB is the most relevant ESG measure for

real estate entities (1,500 entities)

•Improved disclosure score reflecting TCFD

•Measuring embodied carbon from

developments and offsetting as a project

cost

•Intention to lift TCFDtargets in 2022

Last reported20202021TCFD Target

GRESB Score

Global Average

83

70

82

73

-

GRESB Public Disclosure

Global Average

B

C

A

C

-

GRESB Ranking

Top

25%

Top

33%

Top 25%

CDPB-BA

NABERSNZ93%92%100% > 3 star

Green star52%53%50% > 4 star

D

C

B

B

A

C

C

C

C

C

40

60

80

100

20172018201920202021

GRESB Score

PCTGlobal Average

ESG progress

6 Star

Green Star

GRESB Score and Disclosure Rating

Fixed rate secured green bonds –April 2022, Slide11
Green assets

Star RatingNABERSNZGreenstar

Green Asset Value

($m)

6

Aspirational

performance

World Leadership

525

5Market leading

NZ Excellence1,178

4

Excellent

Performance

Best Practice-

3Good PerformanceGood

-

Precinct’s $1.7bn

1

of green assets meet or exceed

excellence levels for Green Star and NABERSNZ

Green office assets

2

as at Dec 2021

Note 1: Green assets defined as per sustainable debt framework (minimum 5 star

Greenstar or 4 star NABERSNZ)

Note 2: Excludes assets held for sale to Precinct Pacific Investment Limited

Partnership

-20000

-10000

0

10000

20000

RetrofitNew BuildCarbon Saving

t

-

CO2

-

eq

FaçadeStructure

One Queen Street -

Embodied Carbon for Retrofit and New-Build

Options

Green Portfolio Initiatives

•PV Solar Panels at 10 Madden

Street

•Removing gas at Bowen House,

Targeting 5 Star NABERSNZ

•Undertaking energy audits and

reviewing HFC use

•Flowers building our first cross

laminated timber(CLT) building

Green Development AssetsGreen AssetsNon-Green

Fixed rate secured green bonds –April 2022, Slide12
Transaction benefits

•Increases tenor and enhances

debt maturity profile

•Offer proceeds used to repay the

July 2022 bank debt facility

•PPILP proceeds will further reduce bank

debt

•Increases non-banksecured

funding diversity from 31% to 39%

Debt facility expiry profile(post issue)

Secured borrowings funding diversity(post issue)

4.3 years

Weighted average term to

expiry post issue

39%

Non-bank secured funding

post issue

$100 m

$200 m

$300 m

$400 m

$500 m

Debt Facility Expiry Profile

Year ending

BankBond - ConvertibleUSPPBondBank Undrawn

Bank Debt

61%

NZ Listed

bonds

23%

USPP

16%

Bank DebtNZ Listed bondsUSPP

Fixed rate secured green bonds –April 2022, Slide13
Security and covenants

•The Green Bonds are secured by mortgages granted by Precinct and

the Guarantors over the Mortgaged Properties

•Value of the Mortgaged Properties as at 26 April 2022 totalled $3.4bn

1

•The Bond Trustee can give enforcement directions for Major Bond

Default Events

•Non-payment of principal at maturity (for 10 business days) or interest for a period of

3 business days

•Default by Precinct or a Guarantor for borrowed money in excess of $15m

•A breach of the Loan To Value Ratio which must not exceed 50%, subject to the

breach not being remedied within a specified time period

•As at 31 December 2021 this Loan to Value Ratio was 32%

1

•Breach of Loan to Value Ratio is an Event of Review

•Precinct will have up to 13 months to remedy the breach before it will be an Event of

Default

•If bonds cease to be labelled or trade as Green Bonds no Event of

Default will occur

•No dividends paid if an Event of Default is occurring

Note 1 –Values based on 30 June 2021 Valuations. Following settlement of the Precinct Pacific Investment Limited Partnership the

mortgage property pool will reduce to $2.8bn. Proforma gearing as at 31 December 21 of 21%.

Fixed rate secured green bonds –April 2022, Slide14
Key terms of the offer

IssuerPrecinct Properties New Zealand Limited

InstrumentFixed rate secured green bonds (Green Bonds)

GuarantorsPrecinct Properties Holdings Limited and Precinct Properties Wynyard Limited

Rankingand Security

The Green Bonds benefit (on an equal ranking basis with other secured creditors, including Precinct’s lenders

under the Bank Facility Agreement, holders of the Existing Bonds, holders of USPP notes issued by Precinct in the

United States and any future secured creditors) from mortgages over real property (“Mortgages”) granted from

time to time by Precinct and the Guarantors (each, a “Security Provider”).

In an insolvency of any of those Security Providers, the claims of the senior secured creditors will (by virtue of

that security) rank ahead of all other creditors of that Security Provider other than certain statutorily preferred

creditors.

Issue AmountUp to $125 million (with ability to accept oversubscriptions of up to an additional $50 million)

Tenor and Maturity Date6 years maturing 9May 2028

InterestRate

To be determined by Precinct in conjunction with the Joint Lead Managers following a bookbuild process.

The Interest Rate will be the sum of the Issue Margin and the Base Rate, but in any case will not be less than the

minimum Interest Rate of 5.00% per annum.

IndicativeIssue Margin1.30% –1.40% per annum

Brokerage0.50% plus 0.25% on firm allocations paid by Precinct

Interest Payments

Semi-annually in arrear in equal payments on 9 May and 9 November of each year up to and including the

Maturity Date.

Minimum ApplicationThe minimum application is$5,000, with multiples of $1,000 thereafter

ListingIt is expected the GreenBonds will be quoted under the ticker code PCT040 on the NZX Debt Market

Credit Rating Precinctand the Green Bonds are not rated

Fixed rate secured green bonds –April 2022, Slide15
Date

Offer opensTuesday, 26 April 2022

Offer closes12.00pm, Friday, 29 April 2022

Rate Set DateFriday, 29 April 2022

Issue DateMonday, 9 May 2022

Expected date of quotation on the NZX Debt MarketTuesday, 10 May 2022

Interest payments

9 May and 9 November of each year up to and

including the Maturity Date

Maturity DateTuesday, 9 May 2028

KEY DATES

Appendix

Fixed rate secured green bonds –April 2022, Slide17
10 Year historical performance

Key financial covenants

WALT and Occupancy

Value of Green Investment AssetsTotal Leasing Transactions

0.0%

10.0%

20.0%

30.0%

40.0%

50.0%

60.0%

70.0%

80.0%

-

1.0

2.0

3.0

4.0

5.0

6.0

7.0

8.0

Loan to Value

Interest coverage ratio

Loan to ValueInterest Coverage Ratio

50%

60%

70%

80%

90%

100%

0.00

2.00

4.00

6.00

8.00

10.00

06070809101112131415161718192021

Occupancy

WALT

Financial Year End

OccupancyWALT

20,000 m²

40,000 m²

60,000 m²

80,000 m²

100,000 m²

120,000 m²

1112131415161718192021

Total Leasing Transactions

Financial Year End

$200 m

$400 m

$600 m

$800 m

$1,000 m

$1,200 m

$1,400 m

$1,600 m

FY11FY12FY13FY14FY15FY16FY17FY18FY19FY20FY21

Value

Financial Year

Bond LTV Covenant

Fixed rate secured green bonds –April 2022, Slide18
Green bond framework

Use of

proceeds

An amount equivalent to the net proceeds from the

issuance of Green Bonds will be used wholly or in part to

finance or refinance existing and/or planned Eligible

assets

Eligible assets

Eligible assets are defined as meeting the following

criteria:

1.Certified as obtaining, or targeting, a minimum 5-Star

NZGBC Green Star Built rating; or

2.Certified as obtaining, or targeting, a minimum 4-Star

NABERSNZ Energy Base Building Rating or Energy

Whole Building Rating

Process for

Project

Evaluation and

Selection

Precinct has processes that are in place to ensure that

Eligible assets are identified and evaluated appropriately

to ensure compliance with this Framework

Management

of Proceeds

Precinct commits to tracking the receipt and allocation

of net proceeds via internal reporting systems

Precinct will maintain a register of Eligible assets,

including the notional allocation of net proceeds against

each Eligible asset. Precinct intends to fully allocate net

proceeds immediately following issuance of any Green

Bonds

Reporting and

Assurance

Annual Use of Proceeds reporting

In accordance with the applicable market standards,

Precinct will seek assurance from an approved verifier on

an annual basis, and as deemed necessary by Precinct

On our website you

can find a copy of

Precinct’s

sustainable debt

framework here

Star

Rating

NABERSNZGreenstar

6

Aspirational

performance

World

Leadership

5

Market

leading

NZ Excellence

4

Excellent

Performance

Best Practice

3

Good

Performance

Good

Rating definitions

Fixed rate secured green bonds –April 2022, Slide19
Green assets

AddressCityBuilding NameUse

Last

Assurance

NABERSNZ RatingGreen Star Rating

Asset Value

1

(NZSm)

Existing Green Assets

21 Queen StreetAucklandJarden HouseOffice22 July 20214 Star Base Build Rating5 Star Office Built (v1) Rating (+d)$140.0

139 Pakenham StreetAucklandMason BrothersOffice22 July 20215.5 Star Base Build Rating6 Star custom built rating$56.4

15 Customs StreetAucklandPwC TowerOffice22 July 2021Targeting 4 Star5 Star Office Design (2009) Rating$665.0

30 Waring Taylor StreetWellington30 Waring TaylorOffice22 July 2021Targeting 5 StarTarget 5 Star$22.0

Total existing green assets$883.4

AddressCityBuilding NameUseCurrent NABERSNZ RatingGreen Star Rating

Total project

cost (NZ$m)

Committed Green Development Assets

40 & 44 Bowen StreetWellington40 & 44 Bowen StreetOffice22 July 2021Targeting 4 StarTarget 5 Star (design and as built)

$196.0

1 Queen StreetAuckland1 Queen StreetOffice22 July 2021Targeting 4 StarTarget 6 Star (design & as built)

$312.0

Wynyard Stage 3AucklandHalsey & FlowersOffice22 July 2021Targeting 5 StarTarget 6 Star (design & as built)

$157.0

1 Bowen StreetWellingtonBowen HouseOffice22 July 2021Targeting 5 StarTarget 5 Star (as built)

$155.0

Total committed green development assets

$820.0 M

Total value of eligible assets

2

$1,703.4

Eligible assets must have a minimum (or target) 5-star NZGBC Green Star Built rating or a minimum 4-Star NABERSNZ Energy Base Building Rating

1. Fair value as at 30 June 2021

2. As at 31 December 2021, Total value of eligible assets equals $2,280.6 m. $577.2 m has been excluded from the above table dueto the assets being held for sale to

Precinct Pacific Investment Limited Partnership.

Click hereto view Precinct Green Bond Assurance Statement

Fixed rate secured green bonds –April 2022, Slide20
Committed Green Development Assets

Deloitte Centre -1 Queen StreetHalsey and Flowers40 and 44 Bowen Street

DevelopmentTPCNLA% LetWALT (Let)Jun-22Dec-22Jun-23Dec-23Jun-24Dec-24

40 Bowen$90 m9,800 m² 91%10 years

44 Bowen$106 m11,500 m² 100%13 years

Bowen House$155 m14,300 m² 100%15 years

Deloitte Centre$312 m

14,200 m²

(plus hotel)

91%19 years*

Halsey and

Flowers

$157 m11,400 m² --

Total$820 m61,200 m² 79%16 years*

Fixed rate secured green bonds –April 2022, Slide21
Security

•The Green Bonds are secured by Mortgages granted by Precinct and the

Guarantors over the Mortgaged Properties in favour of the Security Trustee

(Public Trust), for and on behalf of the secured creditors

•Total assets as at 31 December 2021 were $3.66bn and of that the value of

the Mortgaged Properties was $3.4bn

1

. Total liabilities were $1.24bn and of

that committed senior secured obligations comprised $1.06bn

•The Majority Beneficiaries can instruct the Security Trustee to give certain

waivers and to amend certain provisions of the Security Trust Deed and also

give instructions in relation to enforcement

•The Bond Trustee can give enforcement directions for Major Bond

Default Events. Bank Facility Agent, USPP Noteholders and other

Beneficiaries may also be entitled to give directions

•To the extent that the Bond Trustee is entitled to give instructions to the

Security Trustee, given the limited time periods to provide instructions,

the Bond Trustee is unlikely to have time to obtain instructions from the

Bondholders in most instances

Note 1 –Values based on 30 June 2021 valuations. Following settlement of the PPILP the mortgage property pool will reduce to $2.8bn.

Proforma gearing as at 31 December 21 of21%

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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