Stride Property Limited logo

Notice of Annual Shareholder Meetings

AGM31 July 2019SPGReal Estate

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.