Annual Meeting – Notice of Meeting and Proxy Voting Form

IMMEDIATE – 28 May 2018

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ANNUAL SHAREHOLDER MEETING
2018

Notice of Meeting
27 June 2018
NOTICE IS HEREBY GIVEN THAT THE
ANNUAL SHAREHOLDER MEETING
OF INVESTORE PROPERTY LIMITED
(INVESTORE) IS TO BE HELD AS FOLLOWS
DATE OF MEETING:
Wednesday 27 June 2018
TIME:
Commencing at 10.30 am (with entry to
the meeting room available from 10.00 am)
VENUE:
Pullman Hotel
Gallery 3
Corner Princes Street and Waterloo Quadrant
Auckland 1010
New Zealand
This Notice of Meeting is an important
document and requires your attention.
It should be read in its entirety. It has been
prepared to advise you of the forthcoming
Annual Shareholder Meeting and to assist
you in understanding the resolutions to be
put to shareholders for consideration at
the Annual Shareholder Meeting.
The Directors encourage you to read this
Notice of Meeting and exercise your right
to vote.
If you do not understand any part of this
document or are in doubt as to how to deal
with it, you should consult your broker or
other professional adviser as soon as possible.
Please call Investore on +64 9 488 8777
if you have any queries about this Notice of
Meeting.
ORDER OF BUSINESS
A. CHAIRMAN'S ADDRESS
B. MANAGER'S ADDRESS
C. FINANCIAL STATEMENTS
To receive and consider the Annual Report
and audited financial statements of
Investore Property Limited for the year ended
31 March 2018.
D. ORDINARY RESOLUTIONS
To consider and, if thought fit, pass the
following ordinary resolutions:
Resolution 1 – Auditor's Remuneration
That the Directors be authorised to fix the
remuneration of PricewaterhouseCoopers as
auditor, for the ensuing year.

Resolution 2 – Re-election of Director
That Kate Healy, who is eligible for re-election,
be re-elected as a Director of Investore
Property Limited, pursuant to clause 20.3 of the
constitution.
Resolution 3 – Election of Director
That Gráinne Troute, who was appointed as a
Director of Investore Property Limited on 19
April 2018, be elected as a Director of
Investore, pursuant to clause 20.3 of the
constitution.
E. GENERAL BUSINESS
To consider such other business as may
lawfully be raised at the meeting.
By order of the Board

Louise Hill, Company Secretary
28 May 2018
2

EXPLANATORY NOTES
Resolution 1 – Auditor's Remuneration
PricewaterhouseCoopers is the existing auditor of
Investore and has indicated its willingness to continue
as auditor. Pursuant to section 207T of the Companies
Act 1993, PricewaterhouseCoopers is automatically
re-appointed at the Annual Shareholder Meeting as
auditor of Investore. Section 207S(a) of the Companies
Act 1993 provides that the auditor's fees and expenses
must be fixed, either by Investore or in the manner that the
company determines at this Annual Shareholder Meeting.
The proposed resolution, if passed by shareholders, would
authorise the Board, consistent with commercial practice,
to fix the remuneration of PricewaterhouseCoopers as
Investore's auditor.
The Board unanimously recommends that
shareholders vote in favour of Resolution 1.
Resolution 2 – Re-election of Director
Under NZX Main Board Listing Rule 3.3.11 and Investore's
constitution, one third of Directors (or the number
nearest to one third) must retire at each Annual
Shareholder Meeting. The Directors required to retire at
the Investore Annual Shareholder Meeting are those
Directors who have been longest in office since their last
election or deemed election. If the Directors are eligible,
they may offer themselves for re-election at that Annual
Shareholder Meeting. Pursuant to the constitution, the two
Directors appointed by Stride Investment Management
Limited are not required to retire by rotation but are
included in the number of Directors upon which the
calculation of the number of Directors required to retire
by rotation is made.
In this case, Director Kate Healy is retiring by rotation
and is eligible for re-election at the Annual Shareholder
Meeting.
The Board has determined that Kate Healy will be
'Independent of the Manager' under Investore's
constitution and an Independent Director for the purposes
of NZX Main Board Listing Rules if re-elected.
KATE HEALY
LLM, MBA
Chair of the Audit and Risk Committee
Independent Director
Kate was appointed as an Independent Director
of Investore in 2016. Previously, Kate was a
partner at a national law firm specialising in
commercial property and property finance.
Kate currently consults on legal and
property-related issues.
Kate is a current member of the Institute of
Directors in New Zealand (Inc.), the Australian
Institute of Company Directors and the New
Zealand Law Society.
The Board unanimously supports the re-election
of Kate Healy as a Director and recommends that
shareholders vote in favour of Resolution 2.
Notice of Meeting
27 June 2018
3

Resolution 3 – Election of Director
Gráinne Troute was appointed as a Director of
Investore Property Limited by the Board on 19 April 2018,
in accordance with clause 20.4 of Investore's constitution.
Under NZX Main Board Listing Rule 3.3.6, any Director
appointed by the Board must retire from office at the next
Annual Shareholder Meeting, but is eligible for election at
that Annual Shareholder Meeting.
Gráinne Troute's appointment to the Investore Board
follows an amendment to the constitution of Investore
approved by shareholders at the 2017 Annual
Shareholder Meeting, facilitating the appointment of
an additional and third Independent Director, to increase
the independent representation on the Board for the
benefit of shareholders and the company. Assuming
Gráinne Troute is elected by shareholders at the 2018
Annual Shareholder Meeting, the Board will be comprised
of two Directors appointed by Stride Investment
Management Limited and three Independent Directors.
The Board has determined that Gráinne Troute will be
'Independent of the Manager' under Investore's constitution
and an Independent Director for the purposes of the NZX
Main Board Listing Rules, if elected to the Board.
The Board unanimously supports the election
of Gráinne Troute as a Director and
recommends that shareholders vote in favour
of Resolution 3.
No nominations for persons for appointment to the Board
were received by Investore by 4 May 2018, being the
closing date for such nominations as advised to the
market pursuant to NZX Main Board Listing Rule 3.3.5,
and subsequently no other person is eligible to be elected
as a Director at the Investore Annual Shareholder Meeting.
PROCEDURAL NOTES AND OTHER
INFORMATION
Attendance, Voting Rights and Proxies
As a shareholder you may attend the Annual Shareholder
Meeting and vote, or you may appoint a proxy to attend the
Annual Shareholder Meeting and vote in your place.
If you wish to appoint a proxy you should complete and
return the Proxy Voting Form which is enclosed with this
Notice of Meeting, or lodge your proxy preference online
at www.investorvote.co.nz (see below for further details).
A proxy need not be a shareholder of Investore. If you wish,
you may appoint the Chairman of the Annual Shareholder
Meeting or any Director as your proxy.
GRÁINNE TROUTE
GradDipBusStuds (HRM), CMInstD
Independent Director
Gráinne, who was appointed as an Independent
Director of Investore in 2018, has over 30 years'
of executive and director experience in both
listed and unlisted organisations, across highly
competitive customer-focused sectors such as
McDonalds New Zealand and SKYCITY
Entertainment Group. Currently Gráinne is a
Chartered Member of the New Zealand Institute
of Directors and is also a director of Tourism
Holdings Limited, Evolve Education Group
Limited and Summerset Group Holdings Limited.
Notice of Meeting
27 June 2018
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Lodging your proxy online will require you to enter your
CSN Securityholder number and postcode/country of
residence and the secure access control number that is
located on the front of your Proxy Voting Form.
To be effective, the Proxy Voting Form must be received
by Investore's share registrar or the online appointment
completed through Investorvote, no later than 10.30am
on Monday 25 June 2018.
Proxy Voting Forms must be returned to the office of
Investore's share registrar, Computershare Investor
Services Limited, either by:
 Mail in the enclosed pre-paid envelope, addressed
to Private Bag 92 119, Auckland 1142;
 Fax to +64 9 488 8787; or
 Lodge your proxy appointment online at
www.investorvote.co.nz.
Voting entitlements will be determined at 5.00pm on
Friday 22 June 2018. Registered shareholders at that
time will be the only persons entitled to vote at the Annual
Shareholder Meeting and only the shares registered in
those shareholders' names at that time may be voted at
the Annual Shareholder Meeting.
A corporate shareholder may appoint a person to attend
the meeting as its representative in the same manner as
it may appoint a proxy.
If you appoint a proxy, you may either direct your proxy
how to vote for you or you may give your proxy discretion
to vote as he/she sees fit. If you wish to give your proxy
discretion, then you must mark the appropriate boxes on
the Proxy Voting Form.
If you appoint the Chairman or any other Director as your
proxy, and tick the “Proxy's Discretion” box, the Chairman
or Director, as applicable, intends to vote in favour of the
relevant resolution, subject to the restrictions in relation to
Resolution 2 and Resolution 3 described on this page. If
you do not tick any box (either "For", "Against" or “Proxy's
Discretion"), the Chairman or Director (as applicable) will
not be permitted to act as your proxy.

If you are attending in person, please bring the enclosed
Proxy Voting Form to the Annual Shareholder Meeting to
assist with your registration.
Voting Restrictions
In accordance with clause 20.5(f) of Investore's
constitution and certain waivers granted by NZX Limited
in respect of NZX Main Board Listing Rules, Investore will
disregard any votes cast by Stride Property Limited or its
"Associated Persons" (as defined in NZX Main Board
Listing Rules, which will include Directors Tim Storey
and John Harvey) on Resolution 2 (being the re-election
of Kate Healy) and Resolution 3 (being the election of
Gráinne Troute), other than any votes cast by any Director
of Stride Property Limited who holds shares in Investore
in his/her personal capacity, or any votes cast by Stride
Property Limited or its Associated Persons as proxy for
a shareholder who is entitled to vote on Resolution 2 or
Resolution 3, where Stride Property Limited or its
Associated Persons vote in accordance with that
shareholder's express instructions "For" or "Against"
Resolution 2 or Resolution 3. Stride Property Limited and
its Associated Persons may not vote as proxy for a person
who is entitled to vote on Resolution 2 or Resolution 3,
where such person gives the proxy holder discretion how
to exercise the vote.
If shareholders intend to appoint a Director as their
proxy and mark the “Proxy's Discretion” box for any of the
resolutions, shareholders are advised to specify Directors
Mike Allen, Kate Healy or Gráinne Troute as their proxy.
Ordinary resolutions
Each of the resolutions will be passed if approved by
ordinary resolution at the Annual Shareholder Meeting.
An ordinary resolution means a resolution passed by a
simple majority of the votes of those shareholders
entitled to vote and voting on the resolution.
Notice of Meeting
27 June 2018
5

iPad
Location:
Pullman Hotel
Gallery 3
Corner Princes Street
and Waterloo Quadrant
Auckland
Start Time:
10.30am (with entry to
the meeting room
available from 10.00am)
Directions for shareholders attending the
2018 Annual Shareholder Meeting
RSVP
To assist in our planning we would be grateful if you would complete this form if you wish to
attend this year's Annual Shareholder Meeting.


YES I WILL ATTEND
NO I WILL NOT ATTEND
NAME:
NUMBER OF ATTENDEES:
Please return by mail in the enclosed pre-paid envelope or fax to +64 9 488 8787 or scan
and email to corporateactions@computershare.co.nz
Pullman Auckland
6

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Lodge your Proxy Voting Form
Proxy Voting Form
Online
www.investorvote.co.nz
By Mail
Computershare Investor Services Limited
Private Bag 92119, Auckland 1142, New Zealand
By Fax
+64 9 488 8787
The 2018 Annual Shareholder Meeting of Investore Property Limited will be held on Wednesday 27 June 2018,
at 10.30am at the Pullman Hotel, Gallery 3, Corner Princes Street and Waterloo Quadrant, Auckland, New Zealand.
For all enquiries contact
+64 9 488 8777
By Email
corporateactions@computershare.co.nz
Your secure access information
Control Number:
CSN/Shareholder Number:
PLEASE NOTE: You will need your CSN/Shareholder Number and postcode or country of residence (if outside
New Zealand) to securely access InvestorVote and then follow the prompts to appoint your proxy.
www.investorvote.co.nz
Lodge your proxy online, 24 hours a day, 7 days a week:
Smartphone?
Scan the QR code to vote now.
Voting - General
You are entitled to one vote for every fully paid share in Investore Property Limited,
held at 5pm on 22 June 2018. It is intended that voting at the Annual Shareholder
Meeting (“Meeting”) will occur by way of poll.
Options on How to Vote
Option 1 - Attend the Meeting
If you propose to ATTEND the Meeting, please bring this Proxy Voting Form intact
to the Meeting, as the barcode will assist with your registration. If a representative
of a corporate security holder or proxy is to attend the Meeting, they may need to
provide evidence of your authorisation to act prior to admission.
Option 2 - Appoint a Proxy (refer to Steps 1 & 2 over the page or go to
www.investorvote.co.nz)
If you do not plan to attend the Meeting, you may appoint a proxy of your choice, by
either completing the form over the page or lodging your preferences online at
www. investorvote.co.nz. A proxy need not be a shareholder of Investore Property
Limited. If you appoint a proxy, that person is entitled to attend the Meeting to
represent your interests and must be present for your vote to be counted.
If you wish, you may appoint the Chairman of the Meeting, or any other Director
as your proxy. To do this, enter “the Chairman” or the Director's name in the
space allocated in Step 1 over the page or online. If you appoint the Chairman
or any Director as your proxy, and you mark the “Proxy's Discretion” box, you
acknowledge that he/she may exercise your proxy even if he/she has an interest in
the outcome of the resolutions, other than as set out below.
Should you wish to direct the proxy how to vote, the boxes over the page should
be completed for each Resolution presented in Step 2 or you can lodge your proxy
preferences online. If you mark the “Proxy's Discretion” box for any Resolution,
you are directing your proxy to vote as he or she thinks fit on your behalf (subject to
the restrictions below). If you return your Proxy Voting Form without direction on any
Resolution, your proxy will not be permitted to vote.
Director Voting Preferences and Voting Restrictions
Directors Mike Allen, Kate Healy and Gráinne Troute (being the Independent
Directors of Investore Property Limited) intend to vote proxies given to them marked
“Proxy's Discretion” in favour of Resolutions 1 to 3. Directors Tim Storey and
John Harvey (being the Directors of Investore Property Limited appointed by Stride
Investment Management Limited) intend to vote any proxies given to them marked
“Proxy's Discretion” in favour of Resolution 1, but are not permitted to vote any
discretionary proxies in relation to Resolution 2 and 3.
If shareholders intend to appoint a Director as their proxy and mark the “Proxy's
Discretion” box for any of the Resolutions, shareholders are advised to specify
Directors Mike Allen, Kate Healy or Gráinne Troute as their proxy.
Signing Instruction for the Proxy Voting Form
Individual
Where a shareholder is an individual, this Proxy Voting Form must be signed by the
shareholder or his or her duly authorised attorney.
Joint Shareholding
In the case of joint shareholding, this Proxy Voting Form must be signed by each of
the joint shareholders (or their duly authorised attorney).
Companies
Where the shareholder is a company or corporate shareholder, this Proxy Voting
Form must be signed by a duly authorised officer or attorney.
Trusts
Where a shareholder is a trust, this Proxy Voting Form must be signed by at least
one trustee in accordance with the relevant trust deed (using rules for an individual
or a company, depending on whether the trustee is an individual or a company).
Partnerships
Where a shareholder is a partnership, this Proxy Voting Form should be signed 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).
Power of Attorney
If this Proxy Voting Form has been signed under a power of attorney, a copy of the
power of attorney and a signed certicate of non-revocation of the power of attorney
must be produced with this Proxy Voting Form, unless it has already been noted by
Investore Property Limited or Computershare Investor Services Limited.
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 persons checking
the entitlement of people to attend the Meeting, will waive any time limit for prior
notice in respect of a corporation in favour of a person who at the Meeting can
produce reasonable evidence of their authority to represent the corporation.
For your proxy to be effective it must be received by 10.30am Monday 25 June 2018

Turn over to complete the Proxy Voting Form

Annual Shareholder Meeting of Investore Property Limited
to be held on Wednesday 27 June 2018, commencing at
10.30 am at the Pullman Hotel, Gallery 3, Corner Princes
Street and Waterloo Quadrant, Auckland, New Zealand.
ATTENDANCE SLIP
Signature of Shareholder(s) This section must be completed.
Shareholder 1
or Sole Director/Directoror Director (if more than one)
Shareholder 2Shareholder 3
Contact Name Contact Daytime Telephone Date
hereby appoint
of
or failing that person
of
I/We being a shareholder/s of Investore Property Limited (‘Company’)
as my/our proxy to act generally at the Meeting on my/our behalf and to vote in accordance with the following directions at the 2018 Annual Shareholder
Meeting of Investore Property Limited to be held on Wednesday 27 June 2018, 10.30 am at the Pullman Hotel, Gallery 3, Corner Princes Street and
Waterloo Quadrant, Auckland, New Zealand and at any adjournment of that Meeting.
(name of proxy)
(name of proxy)
(address)
(address)
STEP 1: Appoint a Proxy to Vote on Your Behalf
STEP 2: Items of Business - Voting Instructions/Ballot Paper
Please note: If you mark the Abstain box for an item, you are directing your proxy not to vote on your behalf on a poll and your votes will not be counted in
computing the required majority.
For
Against
Abstain
Proxy’s
Discretion
Ordinary Resolution
Resolution 1
That the Directors be authorised to fix the remuneration of PricewaterhouseCoopers
as auditor, for the ensuing year.

Resolution 2
That Kate Healy, who is eligible for re-election, be re-elected as a Director of Investore
Property Limited, pursuant to clause 20.3 of the constitution.
Resolution 3
That Gráinne Troute, who was appointed as a Director of Investore Property Limited
on 19 April 2018, be elected as a Director of Investore, pursuant to clause 20.3 of the
constitution.