Precinct Properties New Zealand : launches retail bond offer

Artist's impression of Commercial Bay at completion

INDICATIVE TERMS SHEET

Up to $100,000,000 fixed rate bonds

Arranger and Joint Lead Manager Joint Lead Managers Co-Manager

INDICATIVE TERMS SHEET

This Terms Sheet sets out the key terms of the offer ("Offer") by Precinct Properties New Zealand Limited ("Precinct") of up to $75,000,000 fixed rate bonds, with the ability to accept oversubscriptions at Precinct's discretion of up to $25,000,000, maturing on 27 November 2024 ("2024 Bonds") under its master trust deed dated 27 November 2017 (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 13 November 2017 (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. In this Terms Sheet, "Business Day" means a working day (as defined in the Interpretation Act 1999), except that in the context of Listing Rules it means a day on which the NZX Debt Market is open for trading.

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 17 December 2021, which have a fixed interest rate of 5.54% per annum and are currently quoted on the NZX Debt Market under the ticker code PCT010 ("Existing Bonds").

Accordingly, the 2024 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.

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The Existing Bonds are the only debt securities of Precinct that are currently quoted in the same class as the 2024 Bonds.

Investors can refer to nzx.com/markets/NZDX/bonds 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 2024 Bonds

Issuer Precinct Properties New Zealand Limited ("Precinct").

Description The 2024 Bonds are fixed rate securedbonds.

The 2024 Bonds will be secured by Mortgages and will rank equally with certain other senior obligations of Precinct secured by the same Mortgages.

Security The 2024 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 the US$75 million in principal amount of senior secured notes issued by Precinct to investors in the United States on

27 January 2015 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 2024 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.

INDICATIVE TERMS SHEET

Purpose Precinct will use the net proceeds of the Offer to repay a portion of bank debt facilities and for general corporate purposes.

No Rating The 2024 Bonds areunrated.

Issue Amount Precinct is offering up to $75,000,000 of 2024 Bonds, with the ability to accept oversubscriptions at its discretion of up to $25,000,000.

Opening Date Monday, 13 November2017.

Closing Date 12.00pm, Friday, 17 November2017.

Rate Set Date Friday, 17 November2017.

Issue Date and Allotment Date Monday, 27 November2017.

Expected Date of initial quotation on NZX Debt Market

Tuesday, 28 November 2017.

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Maturity Date Wednesday, 27 November2024.

Interest Rate To be determined by Precinct in conjunction with the Joint Lead Managers following a bookbuildprocess.

The Interest Rate will be the sum of the Issue Margin and the Base Rate. However, Precinct has agreed the Interest Rate will not be less than 4.40% 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 2024 Bonds.

Indicative Issue Margin The indicative range of the Issue Margin is 1.50 - 1.60% perannum.

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 Reuters page ICAPKIWISWAP2 (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 27 May and 27 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 27 May 2018. As this is a Sunday, interest will be payable on Monday, 28 May 2018.

INDICATIVE TERMS SHEET

Loan to Value Ratio Precinct must ensure that while the 2024 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 Master 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.

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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% brokerage plus 0.25% on firm allocations paid byPrecinct.

Such amounts will be distributed as appropriate to Primary Market Participants and approved financial intermediaries.

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 2024Bond.

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

Registrar Computershare Investor ServicesLimited.

Further Indebtedness Precinct may, without the consent of the Holders of the 2024 Bonds, issue additional securities or other debt obligations on such other terms and conditions as Precinct may think fit.