Notice of Annual Meeting

NZX and media
announcement
—
15 September 2025

Page 1

NOTICE OF ANNUAL MEETING

Property for Industry Limited (PFI) will hold its Annual Meeting at 11.00am on Tuesday, 21 October
2025.

PFI has provided NZX with a copy of the Notice of Meeting and Voting / Proxy form.

Please refer to the Virtual Meeting Guide available at www.computershare.com/vm-guide-nz for
information on how to participate virtually.

These materials will be emailed / mailed to shareholders and are also available on the PFI website,
https://www.propertyforindustry.co.nz/investor-relations/annual-meeting.

Attendees have the option of attending the Annual Meeting online, or in person at the Tuhono Room,
Ground Floor Lobby, HSBC Tower, 188 Quay Street, Auckland CBD, Auckland 1010.


ENDS


Authorised by:
Brendan Wright, General Counsel & Company Secretary









ABOUT PFI & CONTACT

PFI is an NZX listed industrial property specialist, owning over 90 quality properties worth more than $2 billion. Our well
diversified portfolio is focused on strategic locations that drive value and growth for the industrial sector, for our tenants, and for
our investors. Since listing on the NZX in 1994, we’ve built a strong track record of delivering consistent returns. We invest for
the long-term, combining our capital and specialist industry capability to deliver the successful outcomes all our stakeholders
need.

For further information please contact:

SIMON WOODHAMS
Chief Executive Officer
----
Phone: +64 21 749 770
Email: woodhams@pfi.co.nz
CRAIG PEIRCE
Chief Finance and Operating Officer
----
Phone: +64 21 248 6301
Email: peirce@pfi.co.nz
----
Property for Industry Limited
Level 4, Hayman Kronfeld Building, 15 Galway Street,
Auckland 1010
PO Box 1147, Shortland Street, Auckland 1140
www.propertyforindustry.co.nz

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Attendees have the option of attending online or in person at the
Tuhono Room, Ground Floor Lobby, HSBC Tower, 188 Quay Street,
Auckland CBD, Auckland 1010
NOTICE IS GIVEN that the annual meeting of the shareholders of
Property for Industry Limited (PFI, the Company) will be held on:
ANNUAL
MEETING
NOTICE OF 2025 ANNUAL MEETING
OF SHAREHOLDERS
TUESDAY, 21 OCTOBER
2025, COMMENCING
AT 11.00 AM.

1
PROPERTY FOR INDUSTRY LIMITED ANNUAL MEETING — 2025
Resolution 1: That Angela Bull, who retires and is eligible
for election, be elected as a Director of the Company.
Resolution 2: That Carolyn Steele, who retires and is
eligible for election, be elected as a Director of the
Company.
Resolution 3: That Dean Bracewell, who retires and is
eligible for election, be elected as a Director of the
Company.
Resolution 4: That the Directors are authorised to fix the
fees and expenses of the auditors,
PricewaterhouseCoopers.
Resolution 5: That the Directors are authorised to fix the
remuneration of the Directors of the Company from the
close of this meeting as per the table shown in the
Explanatory Notes in the Notice of Meeting.
By order of the Board of Directors.
Dean Bracewell
Chair
AGENDA
01.
02.
03.
BOARD AND
MANAGEMENT TEAM
PRESENTATIONS
SHAREHOLDER
DISCUSSION
ORDINARY
RESOLUTIONS
04.
GENERAL
BUSINESS
The Board recommends that you vote in favour of each of
the above resolutions.
The Board notes that Anthony Beverley is retiring as a Director
by rotation and has chosen not to stand for re-election.

2
EXPLANATORY NOTES ORDINARY RESOLUTIONS
RESOLUTION 01.
Re-election of Angela Bull
The NZX Listing Rules state that Directors must
not hold office (without re-election) past the third
annual meeting following the Director’s
appointment, or three years, whichever is longer.
Accordingly, Angela Bull is required to retire at this
meeting. Angela, being eligible, offers herself for
re-election, and the Board unanimously supports
her re-election.
Having regard to the factors described in the
NZX Corporate Governance Code that may
impact director independence, the Board
considers Angela Bull will be an Independent
Director, if re-elected.
Angela has been a Director of PFI since
February 2023 and was last elected in March
2023. Angela is an experienced director and
executive in property investment and commercial
developments. She is currently a director of Vital
Healthcare Property Trust, Channel Infrastructure
NZ Limited, Foodstuffs South Island, Fulton
Hogan, and Bayleys Corporation.
Angela was previously the Chief Executive of
Tramco Group, a director of the Real Estate
Institute of New Zealand, realestate.co.nz, and
a Board member of the Property Council of
New Zealand. Angela also held a number of
senior positions over a 10-year period with
Foodstuffs Auckland and Foodstuffs North Island,
most recently being General Manager, Property
Development for Foodstuffs North Island.
Angela is also a qualified lawyer with significant
expertise in environment and property law.
Angela is a member of PFI’s People Committee.
RESOLUTION 02.
Re-election of Carolyn Steele
The NZX Listing Rules state that Directors
must not hold office (without re-election) past
the third annual meeting following the Director’s
appointment, or three years, whichever is longer.
Accordingly, Carolyn Steele is required to retire at
this meeting. Carolyn, being eligible, offers herself
for re-election, and the Board unanimously
supports her re-election.
Having regard to the factors described in the
NZX Corporate Governance Code that may impact
director independence, the Board considers
Carolyn Steele will be an Independent Director,
if re-elected.
Carolyn has been a Director of PFI since
August 2022 and was last elected in March 2023.
She is currently a director of WEL Networks,
Vulcan Steel, and ANZ Bank New Zealand
Limited. Carolyn is also an investment committee
member at Oriens Capital and a Trustee of the
Halberg Foundation. Carolyn previously served
on the boards of Green Cross Health, Tuatahi First
Fibre, Metlifecare and Datacom.
Carolyn has a background in investment
management, capital markets and mergers and
acquisitions, having spent six years as a portfolio
manager at the Guardians of New Zealand
Superannuation, and ten years prior to that in
investment banking at Forsyth Barr and First NZ
Capital / Credit Suisse.
Carolyn is the Chair of PFI’s Audit and Risk
Committee.

3
PROPERTY FOR INDUSTRY LIMITED ANNUAL MEETING — 2025
RESOLUTION 04.
Auditor’s Fees and Expenses
Section 207T of the Companies Act 1993 provides
that a company’s auditor is automatically
reappointed unless the shareholders resolve to
appoint a replacement auditor or there is some
other reason for the auditor not to be reappointed.
The Company wishes PricewaterhouseCoopers to
continue as the auditor of the Company, and
PricewaterhouseCoopers has indicated its
willingness to continue in office.
Section 207S of the Companies Act 1993 provides
that the fees and expenses of the auditor are to
be fixed in such manner as the company
determines at the annual meeting. The Board
recommends that, consistent with usual practice,
the auditor’s fees and expenses be fixed by the
Directors.
RESOLUTION 05.
Directors Fees
The proposed resolution is to adjust Director fees
as set out in the table on page 4.
PFI’s policy is to engage an external review of
director remuneration every two years. However,
due to the change in PFI’s balance date in 2024,
the period between the last review and adjustment
(March 2023) and the proposed adjustment will
be approximately two and a half years.
The Board engaged Ernst & Young (EY) to prepare
an independent review of the current level of
Directors’ fees, including the roles of Chair,
Independent/Non-Executive Directors, Committee
Chairs and Committee Members. In carrying out
its review, EY benchmarked the fees currently paid
to the Company’s Directors against a comparable
group of NZX-listed companies. A summary of
EY’s report is available, together with their
attestation of independence, on PFI’s website at
https://www.propertyforindustry.co.nz/investor-
relations/annual-meeting.
The Board is conscious of its obligation to ensure
Directors’ fees are set and managed in a manner
which is fair, flexible and transparent.
The Board has carefully considered EY’s report,
and in particular, the median fee levels at other
comparable NZX-listed companies. The Board has
also taken into account the increasing complexity,
time commitments and responsibilities required
of its directors at a Board and Committee level,
together with the performance of the Company.
In summary, the Board considers the proposed
fees are fair and reflective of market conditions,
and are appropriate to attract and retain Directors
of the highest calibre.
RESOLUTION 03.
Re-election of Dean Bracewell
The NZX Listing Rules state that Directors must
not hold office (without re-election) past the third
annual meeting following the Director’s
appointment, or three years, whichever is longer.
Accordingly, Dean Bracewell is required to retire at
this meeting. Dean, being eligible, offers himself
for re-election, and the Board unanimously
supports his re-election.
Having regard to the factors described in the NZX
Corporate Governance Code that may impact
director independence, the Board considers Dean
Bracewell will be an Independent Director, if
re-elected.
Dean has been a Director of PFI since 2019 and
was last re-elected in March 2023. He is currently
a Director of Air New Zealand Limited, Port of
Tauranga Limited, and Northport Group Limited,
and is a member of the Executive Board of the
Halberg Foundation.
Dean was employed by Freightways Limited for
over 30 years and was the Managing Director from
1999 to 2017. During that time, he led the
company through its successful initial public
offering in 2003 and as it diversified its business
and extended its geographical footprint
throughout Australia. Dean has previously served
on the Boards of the public policy think tank The
NZ Initiative and its predecessor The NZ Business
Roundtable, and Tainui Group Holdings Limited.
Dean is the Chair of PFI’s Board.

4
Proposed Structure
The proposed structure and rates are set out in the table below.
$ PLUS GST (IF ANY)
POSITIONCURRENTPROPOSED
Board Chair$175,000$190,000
Independent/Non-Executive Director$92,000$100,000
Audit and Risk Committee Chair$15,000$22,000
Audit and Risk Committee Member$7,500$11,000
People Committee Chair$13,500$20,000
People Committee Member$6,750$10,000
Hourly rates for abnormal and particularly time intensive
projects or transactions outside the scope of typical Board
work (use of this allowance is capped at $50,000 per annum).
$350 per hour$350 per hour
For illustrative purposes, the proposed changes
would result in total fixed Director fees (not
including ad-hoc fees) for Directors of $764,000
per annum, calculated on the assumption of the
Board comprising six Independent Directors, as
has generally been the Board’s composition in
recent years. This would represent an overall
increase of approximately 4% per annum since the
Director fees were last approved by shareholders
in March 2023.
There are no proposed changes to the exertion fee
of $350 per hour or its current cap of $50,000 per
annum. This hourly rate is payable to the Board for
abnormal and particularly time intensive projects
or transactions outside the scope of typical Board
work. PFI notes that it has not paid this fee to its
Directors since it was last approved by
shareholders in 2023.
If Resolution 5 is approved by shareholders, the
set rates above will apply from the close of this
meeting. The Board’s intention is that these will
continue to be reviewed every second year in
advance of the Annual Meeting with any
adjustment put to shareholders for approval.
Voting Restrictions
Under NZX Listing Rule 2.11.1, no remuneration
may be paid to a Director in his or her capacity as
a Director of the Company, or its subsidiaries,
without prior authorisation by an Ordinary
Resolution. In accordance with NZX Listing Rule
6.3.1, Directors intended to receive a payment or
benefit in respect of the matter being the subject
of the resolution, and any Associated Persons of
those Directors, cannot vote in favour of such
resolutions, unless casting votes under an
expressly directed proxy of a person who is not
disqualified from voting.

5
PROPERTY FOR INDUSTRY LIMITED ANNUAL MEETING — 2025
How to vote
PFI shareholders can vote in any one of the
following ways:
• virtually (please refer to the instructions in the
Virtual Meeting Guide);
• in person;
• by appointing a proxy online at
www.investorvote.co.nz;
• by appointing a proxy using the enclosed form;
or
• by representative (if the shareholder is a body
corporate).
Proxies and Corporate Representatives
Any shareholder who is entitled to vote at the
annual meeting may appoint a proxy (or in the
case of a corporate shareholder, a representative)
to attend and vote in your place. A proxy or
representative need not be a shareholder of the
Company. You may direct your proxy or
representative to vote, or give your proxy or
representative a discretion to vote how he/she
sees fit. If you wish to give your proxy or
representative such discretion you should mark
the box accordingly. If you do not mark any box
then your direction is to abstain.
A Voting/Proxy Form is enclosed with this notice
of meeting. If you wish to appoint a proxy to vote
on your behalf, you must complete the Voting/
Proxy Form and produce it to the Company so as
to be received (either by post or online) no later
than 11.00am on Sunday, 19 October 2025.
Alternatively, shareholders can appoint a proxy
online at www.investorvote.co.nz in accordance
with the instructions set out in the enclosed
Voting/Proxy Form.
The Chair of the Meeting is willing to act as proxy.
If you appoint the Chair as proxy but do not direct
him how to vote on any particular matter, then the
Chair intends to vote in favour of each of the
resolutions (other than Resolution 5). If, in
appointing a proxy, you have inadvertently not
named someone to be your proxy but otherwise
completed the Voting/Proxy Form in full, or your
named proxy does not attend the meeting, the
Chair of the Meeting will be your proxy and will
vote in accordance with your express direction.
PROCEDURAL NOTES
Hybrid Meeting
PFI will host its annual meeting online as well as
in person this year. Shareholders can participate
in the annual meeting virtually through the web
platform https://meetnow.global/nz and selecting
the required meeting.
Please refer to the Virtual Meeting Guide available
at www.computershare.com/vm-guide-nz for
more information.
To participate, shareholders will need their CSN/
Holder Number and Post Code. Shareholders can
find their CSN numbers on their Voting/Proxy
Form. Shareholders will be able to view
presentations, ask questions, cast their vote and
view meeting materials from their own computers,
mobiles or similar devices.
Voting
Voting at the annual meeting shall be decided
by a poll of PFI shareholders entitled to vote and
voting. Set out below are details on voting matters
for the annual meeting.
A Voting/Proxy Form for use at the annual
meeting is enclosed with this notice of meeting.
If you are attending in person, you should bring
this form to the meeting as it also constitutes
your voting paper.
Entitlement to Vote
Every PFI shareholder whose name is registered
in the share register as at 5.00pm on Friday, 17
October 2025 and who is present at the meeting
in person, virtually, by proxy, or in the case of a
body corporate shareholder, by representative,
can vote in respect of Resolutions 1 through 5 and
shall have one vote in respect of every fully paid
PFI share held by that PFI shareholder at that
time.

6
If your proxy is not the Chair of the Meeting or any
other director of the Company, please ensure that
you provide their contact details (phone and email
address) on the Voting/Proxy Form or when
appointing your proxy online. If this information is
not provided, we cannot guarantee remote
admission to the virtual meeting for your proxy.
Required Votes
Resolutions 1 through 5 are ordinary resolutions
that each require a simple majority of more than
50% of the valid votes cast at the annual meeting.
Shareholder Questions
Shareholders present at the meeting will have the
opportunity to ask questions during the meeting.
Please refer to the instructions in the Virtual
Meeting Guide on how shareholders can ask a
question if attending virtually.
In addition, shareholders have the opportunity to
ask questions in advance of the meeting. If you
would like to ask a question please either email
your question to info@propertyforindustry.co.nz
with ‘Annual Meeting Question’ in the subject line,
or post your question to the General Counsel &
Company Secretary, Property for Industry Limited,
PO Box 1147, Shortland Street, Auckland 1140.
Please include your name and CSN/holder
number. During the meeting, the Board intends to
answer as many of the most frequently asked
questions as is reasonably practicable. All
questions should be received by PFI by 5.00pm on
Monday,13 October 2025.
Presentations
The presentations from the annual meeting
will be released to the NZX and published on the
Company’s website at https://www.
propertyforindustry.co.nz/investor-relations/
annual-meeting prior to, or during, the meeting.
A summary of the meeting and the results of
voting will be released to the NZX as soon as
practicable following the close of the annual
meeting.
More Information
If you have any questions, or for more information,
please contact PFI’s General Counsel & Company
Secretary, Brendan Wright on +64 9 303 9450 or
email wright@propertyforindustry.co.nz.

7
Tuhono Room, Ground Floor Lobby, HSBC Tower,
188 Quay Street, Auckland CBD.
Tuesday, 21 October 2025 11.00am
LOCATION
Transport and Parking
Shareholders may use the public transport options available to get to the venue, including bus, train and
ferry. For those who are driving, parking is available in the Downtown Carpark, entry at 31 Customs
Street West. From Downtown Carpark, attendees can walk directly through to the lobby of the HSBC
tower at 188 Quay Street. Please refer to the schedule of fees at the carpark entry. Mobility parking is
available in the Downtown Carpark.
QUAY ST
LOWER ALBERT ST
STURDEE ST
CUSTOMS ST WEST
LOWER HOBSON ST
Tuhono
Room
Commercial Bay
Quay St entrance
DOWNTOWN CARPARK
Entrance
Walk through
via carpark
HSBC TOWER
AON Centre
M Social Auckland
Lower Albert St
Bus Interchange
Britomart Train Station
Lift
Lobby
Property for Industry Limited
Level 4, Hayman Kronfeld Building,
15 Galway Street,
Auckland 1010
PO Box 1147,
Shortland Street,
Auckland 1140
09 303 9450
info@propertyforindustry.co.nz
propertyforindustry.co.nz

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Your secure access information
Control Number: CSN/Shareholder Number:
PLEASE NOTE: You will need your CSN/Shareholder Number and post code to appoint your proxy online.
Go online to appoint your proxy, or turn over to complete the form
Voting/Proxy Form: Property for Industry Limited Annual Meeting, 11am on 21 October 2025
Voting
Voting at the annual meeting shall be decided by a poll of PFI shareholders entitled to
vote and voting. Set out below are details on voting matters for the annual meeting.
Every PFI shareholder whose name is registered in the share register as at 5.00pm on
Friday, 17 October 2025 and who is present at the meeting in person, virtually, by
proxy, or in the case of a body corporate shareholder, by representative, can vote in
respect of Resolutions 1 through 5 and shall have one vote in respect of every fully
paid PFI share held by that PFI shareholder at that time.
Resolutions 1 through 5 are ordinary resolutions that each require a simple majority of
more than 50% of the valid votes cast at the annual meeting.
How to Vote
PFI shareholders can vote in any one of the following ways:
§ virtually (please refer to the instructions in the “Virtual Meeting Guide”);
§ in person;
§ by appointing a proxy online at www.investorvote.co.nz;
§ by appointing a proxy using this form; or
§ by representative (if the shareholder is a body corporate).
Appointment of Proxy
A
ny shareholder who is entitled to vote at the annual meeting may appoint a proxy (or in the
case of a corporate shareholder, a representative) to attend and vote in your place. A proxy or
representative need not be a shareholder of the Company. You may direct your proxy or
r
epresentative to vote, or give your proxy or representative a discretion to vote how he/she
sees fit. If you wish to give your proxy or representative such discretion you should mark the
boxes overleaf ac
cordingly. If you do not mark any box then your direction is to abstain.
The Chair of the Meeting is willi
ng to act as proxy. If you appoint the Chair as proxy but do not
direct him how
to vote on any particular matter, then the Chair intends to vote in favour of
each of the resolutions (other than Resolution 5). If, in appointing a proxy, you have
inadvertently not named someone to be your proxy but otherwise completed the Voting/Proxy
Form in full, or your named proxy does not attend the meeting, the Chair of the Meeting will
be your proxy and will vote in accordance with your express direction.
Signing Instructions for Postal Forms
Individual
Where a shareholder is an individual, this Voting/Proxy Form must be signed by the shareholder
or his or her duly authorised attorney.
Companies
Where a shareholder is a company, this Voting/Proxy Form must be signed by a director or a
duly authorised attorney or officer.
Trusts
Where a shareholder is a trust, this Voting/Proxy Form should be signed as above by at least
one trustee in accordance with the relevant trust deed (using the rules for an individual or a
company, depending upon whether the trustee is an individual or a company).
Partnerships
Where a shareholder is a partnership, this Voting/Proxy Form should be signed as above by at
least one partner in accordance with the rules governing the partnership (using the rules for an
individual or a company, depending upon whether the partner is an individual or a company).
Joint Shareholders
At least one joint shareholder should sign this Voting/Proxy Form (on behalf of all joint
shareholders). In the case of joint shareholders, if the shareholders appoint different voting
proxies, the vote of the proxy appointed by the first named joint shareholder will be counted.
Seniority shall be determined by the order in which names stand in Property for Industry
Limited’s share register.
Power of Attorney
If this Voting/Proxy Form is completed by an attorney, the power of attorney or a certified copy
must, if not previously produced to Property for Industry Limited, accompany the Voting/Proxy
Form together with a completed certificate of non
-revocation of authority.
Body Corporate
A body corporate shareholder may appoint a representative on its behalf in the same manner
as if it were appointing a proxy, provided that the Chair of the meeting, the Board, or the persons
checking the entitlement of people to attend a meeting, shall waive any time limit for prior notice
in respect of a corporation in favour of a person who at a meeting can produce reasonable
evidence of their authority to represent the corporation.
Appoint your proxy
Online
www.investorvote.co.nz
By Mail
Computershare Investor Services Limited
Private Bag 92119, Auckland 1142, New Zealand
For all enquiries contact
+64 9 488 8777
corporateactions@computershare.co.nz
Appoint your proxy online, 24 hours a day, 7 days a week:
www.investorvote.co.nz
Scan the QR code to appoint your proxy now.
Smartphone?
For your vote to be effective by proxy, the Voting/Proxy Form must be received by 11.00am on Sunday, 19 October 2025.
HYBRID MEETING
PFI will host its Annual Meeting online as well as in person this year. Shareholders can participate in the annual meeting virtually
through the web platform https://meetnow.global/nz and selecting the required meeting. Please refer to the Virtual Meeting Guide available
at www.computershare.com/vm-guide-nz for more information.

ATTENDANCE SLIP
Proxy/Corporate Representative Form
Appoint a Proxy to Vote on Your Behalf
STEP 1
hereby appointof
or failing him/herof
as my/our Proxy to exercise my/our vote in accordance with my/our directions at the Annual Meeting of the Shareholders of Property for Industry Limited to be held
at the Tuhono Room, Ground Floor Lobby, HSBC Tower, 188 Quay Street, Auckland CBD, Auckland 1010, or virtually, on Tuesday, 21 October 2025 commencing at
11.00am and at any adjournment of that meeting, and to vote as my/our proxy thinks fit on any resolution to amend the resolution, on the resolution so amended and on any
other resolution proposed at the meeting (or any adjournment) so as to give effect to my/our intention as set out below where possible.
I/We being a shareholder/s of Property for Industry Limited
Items of Business - Voting Instructions/Ballot Paper
STEP 2
Please note: Unless otherwise instructed, the proxy may vote or abstain from voting as he or she thinks fit.
Signature of Shareholder(s) This section must be completed.
SIGN
or director or duly authorised officer or attorney
Shareholder1Shareholder2Shareholder3
Contact Name Contact Daytime Telephone Date
Resolutions: Annual Meeting
1.

That Angela Bull, who retires and is eligible for election, be elected as a Director of the Company.
2.

That Carolyn Steele, who retires and is eligible for election, be elected as a Director of the Company.
3.

That Dean Bracewell, who retires and is eligible for election, be elected as a Director of the Company.
4.
That the Directors are authorised to fix the fees and expenses of the auditors, PricewaterhouseCoopers.
5.
That the Directors are authorised to fix the remuneration of the Directors of the Company from the close of this meeting as
per the table shown in the Explanatory Notes in the Notice of Meeting.
For
Against
Abstain
Proxy
Discretion
If your proxy is not the Chair of the Meeting or any other director of the Company, please ensure that you provide their contact details (phone and email
address). If this information is not provided, we cannot guarantee remote admission to the virtual meeting for your proxy.
Proxy contact Details (Phone): and (Email):
Shareholders can still attend the meeting electronically, even if they have appointed a proxy
(although they will not be able to vote if a proxy has been appointed).
Annual Meeting of the Shareholders of Property for
Industry Limited to be held at the Tuhono Room, Ground
Floor Lobby, HSBC Tower, 188 Quay Street, Auckland
CBD, Auckland 1010, or virtually, on
Tuesday, 21 October 2025 commencing at 11.00am.