Notice of Annual Shareholder Meetings
Stride Property Group (NS)
NZX Announcement
IMMEDIATE —
1 August 2019
W strideproperty.co.nz
Stride Property Group
Annual Shareholder Meetings
Stride Property Group (Stride) advises that the Annual Shareholder Meetings for Stride
Investment Management Limited and Stride Property Limited will be held on 29 August 2019 at
the Pullman Hotel commencing at 2:00pm. Attached is a copy of the Notice of Meetings and
Proxy Voting Form.
Shareholders can either vote in person at the meeting on 29 August 2019 or appoint a proxy to
vote on their behalf, by returning the Proxy Voting Form or completing proxy voting preferences
online at www.investorvote.co.nz, no later than 2.00pm (NZST) on Tuesday, 27 August 2019.
Director David van Schaardenburg has advised that he will retire as a director effective at the
conclusion of the Annual Shareholder Meetings and not seek re-election. David, who joined the
board in 2010, has provided a substantial contribution to Stride Property Group through a period
of change with its subsequent listing and period of growth. The Board thanks David for his
contribution to Stride over the last nine years and wishes him all the very best for the future.
As announced in July 2018, the Board has continued with its refresh programme, with the
appointment of two new Directors over the past 12 months; Jacqueline Robertson in March
2019 and Nick Jacobson in July 2019, who will both retire and stand for election at the
upcoming Annual Shareholder Meetings.
End
Attachments provided to NZX:
• Notice of Meetings
• Proxy Voting Form Sample
For further information please contact:
Tim Storey, Chairman, Stride Investment Management Limited / Stride Property Limited
Mobile: 021 633 089 - Email:
tim.storey@strideproperty.co.nz
Philip Littlewood, Chief Executive Officer, Stride Investment Management Limited
Mobile: 021 230 3026 - Email:
philip.littlewood@strideproperty.co.nz
Jennifer Whooley, Chief Financial Officer, Stride Investment Management Limited
Mobile: 021 536 406 - Email:
jennifer.whooley@strideproperty.co.nz
Louise Hill, General Manager Corporate Services, Stride Investment Management Limited
Mobile: 0275 580 033 - Email: louise.hill@strideproperty.co.nz
A Stapled Security of the Stride Property Group comprises one ordinary share in Stride Property Limited and
one ordinary share in Stride Investment Management Limited. Under the terms of the constitution of each
company, the shares in each can only be transferred if accompanied by a transfer of the same number of
shares in the other.
Stapled Securities are quoted on the NZX Main Board under the ticker code SPG. Further information is
available at
www.strideproperty.co.nz or at www.nzx.com/companies/SPG.
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Stride Property Group
Annual Report
2019
Stride Property Limited
Stride Investment Management Limited
Notice of Annual Shareholder Meetings 2019
Stride Property Limited
Stride Investment Management Limited
DATE OF MEETINGS: THURSDAY, 29 AUGUST 2019
TIME: 2.00PM, with entry to the room available from 1.30pm
VENUE: REGATTA D ROOM, PULLMAN HOTEL, CNR PRINCES
STREET AND WATERLOO QUADRANT, AUCKLAND CITY
This Notice of Meetings 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 Meetings of Shareholders and to assist you in understanding the resolutions to be put to
shareholders for consideration at the Annual Meetings of Shareholders. The Directors encourage you to read this Notice of Meetings
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 also feel free to call Stride Property Group's
Share Registrar on +64 9 488 8777 if you have any queries.
ORDER OF BUSINESS
A. CHAIRMAN’S ADDRESS
B. CHIEF EXECUTIVE’S ADDRESS
C. FINANCIAL STATEMENTS
To receive and consider the Annual Report and
audited consolidated financial statements of Stride
Property Group for the year ended 31 March 2019.
D. RESOLUTIONS
To consider and, if thought fit, pass the following
resolutions:
STRIDE PROPERTY LIMITED RESOLUTIONS
Ordinary Resolution
Resolution 1 - Auditor’s Remuneration:
That
the Directors be authorised to fix the remuneration of
PricewaterhouseCoopers as auditor of Stride Property
Limited for the ensuing year.
Special Resolution
Resolution 2 – Adoption of a New Constitution:
That the existing Constitution of Stride Property Limited be
revoked, and a new Constitution, in the form described in the
Explanatory Notes to the Notice of Meetings dated 1 August
2019, and tabled at the Annual Shareholder Meeting on 29
August 2019 (as signed by the Chairman of the Board for
the purpose of identification), be adopted with effect on and
from 29 August 2019.
STRIDE INVESTMENT MANAGEMENT
LIMITED RESOLUTIONS
Ordinary Resolutions
Resolution 1 - Auditor’s Remuneration:
That
the Directors be authorised to fix the remuneration of
PricewaterhouseCoopers as auditor of Stride Investment
Management Limited for the ensuing year.
Resolution 2 – Re-election of Director: That Tim
Storey be re-elected as a Director of Stride Investment
Management Limited.
Resolution 3 – Election of Director: That Jacqueline
Robertson, who was appointed by the Board as a Director of
Stride Investment Management Limited on 13 March 2019,
be elected as a Director of Stride Investment Management
Limited.
Resolution 4 - Election of Director: That Nick
Jacobson, who was appointed by the Board as a Director of
Stride Investment Management Limited on 18 July 2019,
be elected as a Director of Stride Investment Management
Limited.
Resolution 5 – Directors’ Remuneration: That, with
effect from 1 September 2019, the aggregate Directors’ fee
pool for Stride Investment Management Limited, pursuant
to Listing Rule 2.11.1(a), be increased by $45,000 from
$760,000 to $805,000.
Special Resolution
Resolution 6 – Adoption of a New Constitution:
That the existing Constitution of Stride Investment
Management Limited be revoked, and a new Constitution,
in the form described in the Explanatory Notes to the Notice
of Meetings dated 1 August 2019, and tabled at the Annual
Shareholder Meeting on 29 August 2019 (as signed by the
Chairman of the Board for the purpose of identification), be
adopted with effect on and from 29 August 2019.
E. GENERAL BUSINESS
To consider such other business as may be lawfully raised
at the meetings.
By order of the Boards
Louise Hill, Company Secretary
Stride Property Group
1 August 2019
ChangeExplanationApplication to SPL and/or SIML
DefinitionsGeneral updates to definitions have been proposed
to align the Constitution with the 2019 Listing
Rules. For example, the definition of “Securities” has
been changed to “Financial Products” in the 2019
Listing Rules, and this has been adopted in the
proposed Constitution. This wording change flows
throughout the Constitution.
Applies to both SPL and SIML
Transfer of shares
Clause 10
Amendments to simplify the process for managing
shareholders with shares that do not reach the
minimum holding, including the procedure for
allowing the sale of share parcels of less than a
minimum holding. There is also an amendment to
change the priority of proceeds resulting from the
transfer of a minimum holding.
Applies to both SPL and SIML
Notice of meetings
of Shareholders
Clause 14
Amendments to require that all notices of meeting
provided by SPL / SIML provide the required reports
and information and otherwise comply with the
2019 Listing Rules.
Applies to both SPL and SIML
EXPLANATORY NOTES
Stride Property Limited (SPL)
Resolution 1 (Ordinary Resolution)
Auditor’s Remuneration
PricewaterhouseCoopers is the existing auditor of SPL
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 SPL.
Section 207S(a) of the Companies Act 1993 provides that
the auditor's fees and expenses must be fixed, either by
SPL at that Annual Shareholder Meeting or in the manner
that SPL determines at the 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
SPL's auditor.
The Board unanimously recommends that shareholders vote
in favour of Resolution 1.
Resolution 2 (Special Resolution)
Adoption of a New Constitution
The NZX Listing Rules have been amended by NZX
following their review in 2018. The new NZX Listing Rules
came into effect on 1 January 2019 (2019 Listing Rules).
SPL transitioned to the 2019 Listing Rules on 1 July
2019. SPL proposes to amend its Constitution to ensure
compliance with the 2019 Listing Rules. If approved by
shareholders, the amendments will take effect on the date
of the meeting, being 29 August 2019. A marked up copy
showing all proposed changes to the existing Constitution
may be viewed on the Stride Property Group website
(www.strideproperty.co.nz), under ‘Annual Shareholder
Meetings 2019'. A copy is also available free of charge
upon request by telephone to +64 9 912 2690 or email
admin@strideproperty.co.nz.
The changes to SPL's Constitution are largely to align the
Constitution with the 2019 Listing Rules, and to reflect
amendments to the Companies Act 1993 and other
legislative developments. A general description of the key
changes is set out below. In the below table, we have
noted which changes apply to SPL and Stride Investment
Management Limited (SIML), and which only apply to one
or other entity.
If any of the provisions of the new SPL Constitution are
inconsistent with the 2019 Listing Rules, the 2019 Listing
Rules (as amended pursuant to any waiver or ruling
granted by NZX to SPL) will apply.
The Board unanimously recommends that shareholders vote
in favour of Resolution 2.
ChangeExplanationApplication to SPL and/or SIML
Voting
Clause 17
Amendments to:
• clarify that postal votes may be made by
electronic means if the Board permits;
• simplify the language around declaration of
results on a poll, to provide that the Chairman
may determine whether a poll is passed; and
• clarify that shareholders may participate in
meetings of SPL / SIML by way of electronic
means to the extent permitted by the
Companies Act 1993 and the 2019 Listing
Rules.
Applies to both SPL and SIML
Proxies and
corporate
representatives
Clause 18
Amendments to:
• clarify the form of proxy that will be used
for shareholder meetings, and to delete the
provisions requiring the proxy form to provide
for two way voting, which is dealt with under the
2019 Listing Rules; and
• reflect new Companies Act 1993 provisions in
relation to the lodgement of proxy votes.
Applies to both SPL and SIML
Appointment and
removal of Directors
Clauses 22 and 24
Amendments to:
• specify the methods in which Directors,
including Managing Directors, may be appointed
to the SIML Board;
• align the director rotation requirements with the
2019 Listing Rules;
• clarify that, in accordance with the 2019 Listing
Rules, Managing Directors are not exempt from
the director rotation requirements; and
• clarify that each resolution for the appointment
of a Director may be for one Director only.
Relates to SIML Constitution only,
as the SPL Constitution continues
to provide that any person
appointed as a Director of SIML
will automatically be deemed to be
appointed as a Director of SPL
Dividends
Clause 28
Clarify the language permitting the Board to deduct
from dividends and distributions any amount
payable on a share where SPL / SIML holds a lien
over that share, and specify that the Board may
deduct from any dividend or distribution any amount
that it is required to deduct by law, including taxes.
Applies to both SPL and SIML
General changes
For example, clauses
2.6, 7 and 25
Minor wording changes have been proposed to
better reflect the wording in the 2019 Listing Rules,
Companies Act 1993, Financial Markets Conduct
Act 2013, or other relevant legislation or to better
reflect commercial practice (for example, including
clarification that the Directors may receive notice of
Board meetings by way of email).
Applies to both SPL and SIML
Tim Storey
Independent Director
LLB, BA
Tim was appointed Chairman of SPL in 2009 and has
more than 30 years' business experience across a range
of sectors. Tim has practiced as a lawyer in Australia and
New Zealand, retiring from the Bell Gully partnership
in 2006. Tim is a member of the Institute of Directors
in New Zealand (Inc.) and is Chairman of LawFinance
Limited (an ASX listed entity), director of Investore
Property Limited and director of a number of private
companies.
Stride Investment Management
Limited (SIML)
Resolution 1 (Ordinary Resolution)
Auditor’s Remuneration
PricewaterhouseCoopers is the existing auditor of SIML
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 SIML.
Section 207S(a) of the Companies Act 1993 provides that
the auditor's fees and expenses must be fixed, either by
SIML at that Annual Shareholder Meeting or in the manner
that SIML determines at the 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
SIML's auditor.
The Board unanimously recommends that shareholders vote
in favour of Resolution 1.
Resolution 2 (Ordinary Resolution)
Re-election of Director
Director Tim Storey was last elected to the Board at
the 2017 Annual Shareholder Meeting. In accordance
with NZX Listing Rule 2.7.1, a Director must not hold
office (without re-election) past the third annual meeting
following the Director's appointment or three years,
whichever is longer. This is a change from the previous
listing rules which required one third of Directors to retire
and stand for re-election every year. Tim Storey is due to
retire by rotation at the 2020 Annual Shareholder Meeting,
but has chosen to retire and stand for re-election at the
2019 Annual Shareholder Meeting in order to smooth
the numbers of Directors retiring across the Annual
Shareholder Meetings. Tim Storey therefore retires in
accordance with NZX Listing Rule 2.7.1 and offers himself
for re-election. The SIML Board has determined that Tim
Storey will be an independent non-executive Director for
the purposes of the NZX Listing Rules, if re-elected.
If re-elected as a Director of SIML, Tim Storey will
automatically be appointed as a Director of SPL, pursuant
to clause 22.4 of the SPL Constitution.
The Board unanimously supports the re-election of
Tim Storey as a Director of SIML and recommends that
shareholders vote in favour of Resolution 2.
Jacqueline Robertson
Independent Director
BAcc, CA, CMInstD
Nick Jacobson
Independent Director
LLB, BCom
Jacqueline has 25 years of experience in financial
audit and advisory services. Jacqueline was a partner
at Deloitte for 11 years in audit and assurance and
also led the Corporate Responsibility and Sustainability
services function for Deloitte New Zealand for nine years.
Jacqueline has a broad range of experience across the
financial services, public, private and not for profit sectors.
She is currently a member of the External Reporting
Board, the Audit Oversight Committee of the Financial
Markets Authority and the Risk and Assurance Committee
for the Ministry of Business, Innovation and Employment,
as well as a director of New Zealand Green Investment
Finance Limited.
Nick has over 25 years' experience with leading global
and investment banks and global financial services
companies, specialising in real estate advisory and
capital markets across Australia, Europe and Asia. Nick is
currently Managing Director at CapStra (formerly Pepper
Property) in Sydney, Australia, advising on significant
property transactions and portfolios. Nick was previously
Managing Director and Head of Investment Banking
Services at Goldman Sachs in Sydney, and Chairman of
Goldman Sachs' Real Estate Investment Banking division
and, prior to joining Goldman Sachs, was Head of EMEA
Real Estate and Lodging Investment Banking at Citigroup
in London for four years.
Resolutions 3 and 4 (Ordinary Resolutions)
Election of Directors
In accordance with NZX Listing Rule 2.7.1, a Director
appointed by the Board must not hold office past the next
Annual Shareholder Meeting, but may offer himself or
herself for election by shareholders at that meeting.
During the year, the Board appointed Jacqueline
Robertson (on 13 March 2019) and Nick Jacobson (on
18 July 2019) as Directors of SIML, and accordingly,
pursuant to the Constitution of SPL, these Directors were
automatically appointed as Directors of SPL.
Directors Jacqueline Robertson and Nick Jacobson
therefore retire in accordance with NZX Listing Rule 2.7.1
and each offers themself for election. The SIML Board
has determined that both Jacqueline Robertson and Nick
Jacobson will be independent non-executive Directors for
the purposes of the NZX Listing Rules, if elected.
If elected as Directors of SIML, Jacqueline Robertson
and Nick Jacobson, as applicable, will automatically be
appointed as Directors of SPL, pursuant to clause 22.4 of
the SPL Constitution.
No nominations for persons for appointment to the SIML
Board were received by SIML by 10 July 2019, being the
closing date for such nominations as advised to the market
pursuant to the NZX Listing Rules, and subsequently no
other person is eligible to be elected as a Director at the
SIML Annual Shareholder Meeting.
The Board unanimously supports the election of Jacqueline
Robertson and Nick Jacobson as Directors of SIML and
recommends that shareholders vote in favour of Resolutions
3 and 4.
Current Aggregate*
Director Fees
Proposed Aggregate*
Director Fees**
Proposed Increase
($)
Proposed Increase
(%)
Chairman$155,000$167,500$12,5008.1%
Non-executive Directors (x5)$90,000$96,000$6,0006.7%
Chair of the Audit and Risk
Committee
$10,000$13,000$3,00030%
Total Annual Fees$615,000$660,500$45,5007.4%
Allowance for Additional Work
and Attendance
$145,000$144,500-$500(0.3)%
TOTAL$760,000$805,000$45,0005.9%
* Aggregate Fees are the combined annual Director fees for SPL and SIML
** If the proposed resolution is passed, the increase will take effect from 1 September 2019
Resolution 5 (Ordinary Resolution)
Directors’ Remuneration
In accordance with NZX Listing Rule 2.11.1(a), it is
proposed that the annual total pool for Directors' fees be
increased by $45,000, from $760,000 to $805,000, with
effect from 1 September 2019.
Stride Property Group has signalled previously that
it considered it appropriate to review Directors'
remuneration on a two yearly basis, with the last review
being completed in 2017.
Directors are collectively paid through a contribution
from both SIML and SPL. However, under waivers
granted by NZX Limited in 2016, there is no requirement
that Directors' remuneration be authorised by separate
resolutions of SPL and SIML, unless it is intended that
each entity have a separate pool from which Directors
are separately paid. This resolution is therefore being
proposed by SIML, consistent with the approach adopted
with voting on Director appointments.
The SIML Board engaged Ernst & Young for independent
advice on current Directors' remuneration, comparing
Stride Property Group to companies which have a similar
scale of operations and level of complexity to Stride
Property Group. A summary of this advice is available on
the Stride Property Group website at
www.strideproperty.co.nz.
As a result of this benchmarking exercise, the SIML
Board determined to propose an increase in Director
remuneration. The SIML Board is conscious of its
obligation to ensure Directors' fees are set and managed
in a manner which is fair, flexible and transparent. At
the same time, the SIML Board seeks to ensure that the
Directors fees are set at an appropriate level to assist
Stride Property Group to secure and maintain the skills
and experience at Board level necessary to govern the
business and enhance the long term value of Stride
Property Group for shareholders.
The table below outlines the fee allocation proposed for
the Boards and Audit and Risk Committee responsibilities.
From within the allowance for additional work and
attendances, the Boards may determine the allocation of
all or part of the allowance to remunerate Directors for
significant extra attendances and work.
The NZX Listing Rules require that remuneration of
Directors be authorised by an ordinary resolution. Voting
restrictions apply to this resolution, which are explained in
more detail in the procedural notes.
Resolution 6 (Special Resolution)
Adoption of a New Constitution
As explained above in relation to the proposed special
resolution for SPL regarding adoption of a new
Constitution, it is proposed that a new constitution be
adopted for SIML to incorporate changes required as a
result of the new NZX Listing Rules which came into effect
on 1 January 2019. If approved by shareholders, the
amendments will take effect on the date of the meeting,
being 29 August 2019. A marked up copy showing all
proposed changes to the existing Constitution may be
viewed on the Stride Property Group website
(www.strideproperty.co.nz), under ‘Annual Shareholder
Meetings 2019'. A copy is also available free of charge
upon request by telephone to +64 9 912 2690 or email
admin@strideproperty.co.nz.
The changes to SIML's Constitution are largely to align the
Constitution with the 2019 Listing Rules, and to reflect
amendments to the Companies Act 1993 and other
legislative developments. A general description of the key
changes is set out above in relation to Resolution 2 for SPL.
If any of the provisions of the new SIML Constitution
are inconsistent with the 2019 Listing Rules, the 2019
Listing Rules (as amended pursuant to any waiver or ruling
granted by NZX to SIML) will apply.
The Board unanimously recommends that shareholders vote
in favour of Resolution 6.
PROCEDURAL NOTES AND OTHER
INFORMATION
Attendance, voting rights and proxies
As a shareholder, you may attend the Annual Shareholder
Meetings and vote, or you may appoint a proxy to attend
the Annual Shareholder Meetings 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 Meetings, or lodge your proxy preference online
at www.investorvote.co.nz (see below for further details). A
proxy need not be a shareholder of Stride Property Group.
If you wish, you may appoint the Chairman of the meetings
or any Director as your proxy.
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 Stride Property Group's share registrar or the online
appointment completed through InvestorVote, no later
than 2.00 pm on Tuesday 27 August 2019. Proxy Voting
Forms must be returned to the office of Stride Property
Group'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 5.00 pm on
Friday 23 August 2019. Registered shareholders at that
time will be the only persons entitled to vote at the Annual
Shareholder Meetings and only the shares registered in
those shareholders' names at that time may be voted at
the Annual Shareholder Meetings.
A corporate shareholder may appoint a person to attend
the meetings 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 voting restrictions
described below. If you do not tick any box (either “For”,
“Against” or “Proxy's Discretion”), the Chairman or other
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 Meetings to
assist with your registration.
Joint holders
Where two or more persons are registered as the holder
of a share, the vote of the person named first in the share
register and voting on the matter will be accepted to the
exclusion of the votes of the other joint holders.
Voting restrictions – SIML Resolution 5
Directors’ Remuneration
In accordance with the NZX Listing Rules, SIML will
disregard any votes cast in favour of Resolution 5 by any
Director and their “Associated Persons” (as that term is
defined in the NZX Listing Rules), other than where any
such vote is cast by a Director or their Associated Persons
as proxy for a person who is entitled to vote and does so
in accordance with the express directions on the Proxy
Voting Form to vote “For” or “Against” Resolution 5.
Ordinary resolutions
SPL Resolution 1 and SIML Resolutions 1 to 5 will be
passed if approved by ordinary resolution at the Annual
Shareholder Meetings. 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.
Special resolutions
SPL Resolution 2 and SIML Resolution 6 will be passed if
approved by special resolution at the Annual Shareholder
Meetings. A special resolution means a resolution
passed by a majority of 75 percent of the votes of those
shareholders entitled to vote and voting on the resolution.
As the amendments to the existing SPL Constitution and
SIML Constitution do not impose or remove a restriction
on the activities of the relevant company or affect the
rights attaching to shares, the shareholder minority buy-
out rights under the Companies Act 1993 do not apply.
Directions for shareholders attending the
2019 Annual Shareholder Meetings
Location: Regatta D Room, Pullman Hotel, Corner Princess Street and
Waterloo Quadrant, Auckland 1010 New Zealand
Date and time: Thursday 29 August 2019 at 2.00pm, with entry to the room
available from 1.30pm
Stride Property Group
Level 12 , 34 Shortland Street
Auckland 1010
PO Box 6320
Wellesley Street
Auckland 1141, New Zealand
T + 64 9 912 2690
W strideproperty.co.nz
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Lodge your Proxy Voting Form
Stride Property Limited
Stride Investment Management Limited
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 2019 Annual Shareholder Meetings of Stride Property Limited and Stride Investment Management Limited will be
held on Thursday 29 August 2019, commencing at 2.00 pm, in Regatta D Room, Pullman Hotel, 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 post code 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 at the Stride Property Limited (SPL) meeting and one vote at
the Stride Investment Management Limited (SIML) meeting for every fully paid share in
SPL or SIML (respectively) held at 5pm on 23 August 2019. It is intended that voting at the
Annual Shareholder Meetings (Meetings) will occur by way of poll.
Options on How to Vote
Option 1 - Attend the Meetings
If you propose to ATTEND the Meetings, please bring this Proxy Voting Form intact to the
Meetings, as the barcode will assist with your registration. If a representative of a corporate
security holder or proxy is to attend the Meetings, they may need to provide evidence of
your authorisation to act prior to admission.
Option 2 - Appointment of Proxy (refer to Steps 1 & 2 over the page or go
to www.investorvote.co.nz)
If you do not plan to attend the Meetings, 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 SPL and SIML. If you appoint
a proxy, that person is entitled to attend the Meetings to represent your interests and must be
present for your vote to be counted.
If you wish, you may appoint the Chairman of the Meetings, 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.
The Chairman of the Meetings and the Directors intend to vote proxies marked “Proxy's
Discretion” in favour of Resolutions 1 and 2 for SPL and Resolutions 1 to 4 and 6 for SIML.
In the case of any undirected discretionary proxies held by any Director for Resolution 5 for
SIML, any votes cast by the Directors in favour of this resolution will be disregarded (see the
procedural notes in the Notice of Meetings for more information).
Signing Instructions 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 the 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 certificate of non-revocation of the power of attorney must be
produced with this Proxy Voting Form, unless it has already been noted by SPL, SIML 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 Chairman of the Meetings, the
Board, or the persons checking the entitlement of people attending the Meetings will waive
any time limit for prior notice in respect of a corporation in favour of a person who at the
Meetings can produce reasonable evidence of their authority to represent the corporation.
For your proxy to be effective, it must be received by 2:00 pm (NZST) on Tuesday 27 August 2019
Turn over to complete the Proxy Voting Form
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 Stride Property Limited and Stride Investment Management Limited
as my/our proxy to act generally at the Meetings on my/our behalf and to vote in accordance with the following directions at the 2019 Annual Shareholder
Meetings of Stride Property Limited and Stride Investment Management Limited to be held on Thursday 29 August 2019, commencing at 2.00 pm in
Regatta D Room, Pullman Hotel, Corner Princes Street and Waterloo Quadrant, Auckland, New Zealand and at any adjournment of the Meetings.
(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
For
Against
Abstain
Proxy‘s
Discretion
Ordinary Resolution for Stride Property Limited
Special Resolution for Stride Property Limited
Ordinary Resolutions for Stride Investment Management Limited
Special Resolution for Stride Investment Management Limited
Resolution 1 - Auditor’s Remuneration
That the Directors be authorised to fix the remuneration of PricewaterhouseCoopers as auditor of Stride
Property Limited for the ensuing year.
Resolution 2 – Adoption of a New Constitution
That the existing Constitution of Stride Property Limited be revoked, and a new Constitution, in the
form described in the Explanatory Notes to the Notice of Meetings dated 1 August 2019, and tabled at
the Annual Shareholder Meeting on 29 August 2019 (as signed by the Chairman of the Board for the
purpose of identification), be adopted with effect on and from 29 August 2019.
Resolution 1 – Auditor’s Remuneration
That the Directors be authorised to fix the remuneration of PricewaterhouseCoopers as auditor of
Stride Investment Management Limited for the ensuing year.
Resolution 6 – Adoption of a New Constitution
That the existing Constitution of Stride Investment Management Limited be revoked, and a new
Constitution, in the form described in the Explanatory Notes to the Notice of Meetings dated 1 August
2019, and tabled at the Annual Shareholder Meeting on 29 August 2019 (as signed by the Chairman of
the Board for the purpose of identification), be adopted with effect on and from 29 August 2019.
Resolution 2 – Re-election of Director
That Tim Storey be re-elected as a Director of Stride Investment Management Limited.
Resolution 3 – Election of Director
That Jacqueline Robertson, who was appointed by the Board as a Director of Stride Investment
Management Limited on 13 March 2019, be elected as a Director of Stride Investment Management
Limited.
Resolution 4 – Election of Director
That Nick Jacobson, who was appointed by the Board as a Director of Stride Investment Management
Limited on 18 July 2019, be elected as a Director of Stride Investment Management Limited.
Resolution 5 – Directors’ Remuneration
That, with effect from 1 September 2019, the aggregate Directors' fee pool for Stride Investment
Management Limited, pursuant to Listing Rule 2.11.1(a), be increased by $45,000 from $760,000 to
$805,000.
For
Against
Abstain
Proxy‘s
Discretion
For
Against
Abstain
Proxy‘s
Discretion
The 2019 Annual Meetings of Stride Property Limited
and Stride Investment Management Limited
to be held
on Thursday 29 August 2019, commencing at 2.00 pm
in Regatta D Room, Pullman Hotel, Corner Princes Street
and Waterloo Quadrant, Auckland, New Zealand
ATTENDANCE SLIP
Stride Property Limited
Stride Investment Management Limited
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.