Special Shareholder Meeting

Investore Property Limited
Special Meeting of Shareholders
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Notice is hereby given that a Special Meeting
of Shareholders of Investore Property Limited
will be held as follows:
Date of Meeting: Thursday 16 January 2020
Time: Commencing at 11.00 am (with entry to the
meeting room available from 10.30 am)
Venue: Pullman Hotel, Regatta Room D, Corner
Princes Street and Waterloo Quadrant, Auckland,
New Zealand
13 December 2019
Investore Property Limited
Special Meeting of Shareholders
16 January 2020

Contents
Notice of Special Meeting and Order of Business
3
Letter from the Independent Chair
4
Explanatory Notes
8
Procedural Notes and Other Information
13
Defined Terms
14
Important Note
This Notice of Special Meeting is an important document and requires your attention. It should be read in its entirety. It has
been prepared by Investore Property Limited (Investore) to advise you of the forthcoming Special Meeting of Shareholders
and to assist you in understanding the resolutions to be put to shareholders for consideration at the meeting.
The Directors encourage you to read this Notice of Special 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’s Share Registrar on +64 9 488 8777 if you have any queries about this Notice of Special Meeting.
Forward-looking Statements
This Notice of Special Meeting (including any supplementary document which is included or referenced) may contain
certain forward-looking statements with respect to the financial condition, results of operations and business of Investore.
Forward-looking statements can generally be identified by use of words such as ‘project’, ‘foresee’, ‘plan’, ‘expect’, ‘aim’,
‘intend’, ‘anticipate’, ‘believe’, ‘estimate’, ‘may’, ‘should’, ‘will’ or similar expressions. All such forward-looking statements
involve known and unknown risks, significant uncertainties, assumptions, contingencies, and other factors, many of
which are outside the control of Investore, which may cause the actual results or performance of Investore to be materially
different from any future results or performance expressed or implied by such forward-looking statements. Such forward-
looking statements speak only as of the date of this Notice of Special Meeting. Investore undertakes no obligation to update
these forward-looking statements for events or circumstances that occur subsequent to such dates or to update or keep
current any of the information contained herein. Any estimates or projections as to events that may occur in the future
(including projections of revenue, expense, net income and performance) are based upon the best judgement of Investore
from the information available as at the date of this Notice of Special Meeting. Actual results may vary from the projections
and such variations may be material. You are cautioned not to place undue reliance on forward-looking statements.
Capitalised terms used in this Notice of Meeting which are not defined have the meanings given to them in the NZX Listing
Rules (Listing Rules). For other defined terms, refer to the Defined Terms on page 14.
Notice of Special Meeting and Order of Business
Notice is hereby given that a Special Meeting of Shareholders of Investore Property Limited will be held on Thursday
16 January 2020, commencing at 11.00 am (with access to the room from 10.30 am), at the Pullman Hotel, Corner of
Princes Street and Waterloo Quadrant, Auckland, New Zealand.
The Board of Directors of Investore Property Limited is pleased to call a Special Meeting of Shareholders to present the
ordinary resolutions below.
Order of business
A. Chair’s Introduction and Address
B. Formal Business and Ordinary Resolutions
To consider and, if thought fit, pass the following ordinary resolutions:
Resolution 1 – Approval of Transaction
That, in accordance with NZX Listing Rule 5.2.1, the purchase of three properties located in Auckland and Tauranga
for $140.75 million by Investore Property Limited (Investore) from Stride Property Limited (in respect of the Auckland
properties at Bunnings Mt Roskill and Mt Wellington Shopping Centre) and Stride Holdings Limited (for Bay Central
Shopping Centre in Tauranga) (as described in further detail in the Explanatory Notes within the Notice of Special Meeting
dated 13 December 2019), be approved.
The Board (constituted by the independent Directors) recommend shareholders vote in favour of Resolution 1.
Directors Tim Storey and John Harvey have abstained from making this recommendation, on the basis that they are also
directors of Stride Property Limited (SPL), a 19.4% cornerstone shareholder in Investore and the seller of the properties to
Investore (as described in more detail within the Explanatory Notes to this Notice of Special Meeting).
Resolution 2 – Ratification of previous issue of shares under the placement
That the previous issue under NZX Listing Rule 4.5.1 of 37,142,858 fully paid ordinary shares in Investore to investors at an
issue price of $1.75 per share on 25 November 2019, be approved and ratified for all purposes, including NZX Listing Rule
4.5.1(c).
The Board (constituted by the independent Directors) recommend shareholders vote in favour of Resolution 2.
Directors Tim Storey and John Harvey have abstained from making this recommendation, on the basis that they are also
directors of SPL, a 19.4% cornerstone shareholder in Investore and a subscriber for shares under the placement.
Resolution 3 – Ratification of previous issue of shares under the retail offer
That the previous issue under NZX Listing Rule 4.5.1 of 1,868,483 fully paid ordinary shares in Investore to eligible
shareholders under the Retail Offer at an issue price of $1.75 per share on 10 December 2019, be approved and ratified
for all purposes, including NZX Listing Rule 4.5.1(c).
The Board recommend shareholders vote in favour of Resolution 3.
Chair Mike Allen has abstained from making this recommendation on the basis that he applied for more than $15,000 of
shares in the Retail Offer.
C. General Business
To consider such other business as may lawfully be raised at the meeting.
By order of the Board
Louise Hill
Company Secretary
13 December 2019
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Investore Property Limited Special Meeting of Shareholders
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Investore Property Limited Special Meeting of Shareholders

Dear Shareholders,
We are pleased to invite you to attend a Special Meeting of Shareholders of Investore Property Limited, which will be held
at the Pullman Hotel, Corner of Princes Street and Waterloo Quadrant, Auckland, commencing at 11.00 am on Thursday
16 January 2020 (Special Meeting).
Background and Overview of the Transaction
Shareholders will be given the opportunity at the Special Meeting to vote on the proposed acquisition (the Transaction) of
the following three large format retail assets from Stride Property Limited (SPL) and SPL’s wholly owned subsidiary, Stride
Holdings Limited (SHL, together with SPL, referred to as the Vendors), for an acquisition price of $140.75 million:
• Bunnings Mt Roskill, Auckland;
• Mt Wellington Shopping Centre, Auckland; and
• Bay Central Shopping Centre, Tauranga.
For an overview of each of the assets and their key metrics refer to page 7 of this document.
If the Transaction is approved by shareholders at the Special Meeting, the Transaction will remain subject only to Overseas
Investment Office (OIO) approval, as all other conditions have been satisfied. Due to the timeframes for obtaining OIO
approval, Investore does not expect to settle the Transaction before 1 April 2020.
Alignment of the Transaction with Strategy
Investore’s mandate is to invest in quality large format retail property throughout New Zealand.
Being the only NZX listed company in the property sector with this targeted emphasis is a key strength of Investore and
essential to its commitment to shareholders, which is to continue to deliver stable and enduring returns. Being strategically
focussed on an asset class aligned with non-discretionary spend areas, such as grocery and other convenience and general
merchandise retailing, makes Investore’s business model more robust through market cycles and the inevitable changes in
consumer behaviour, which is why this asset class is targeted.
In the FY18 Annual Report, two years on from the July 2016 listing of Investore and following the completion of Investore’s
foundational work programme, the Board of Directors signalled its clear intent regarding future growth aspirations. During
this foundational period, the Board of Directors and Investore’s manager (Stride Investment Management Limited (SIML))
worked hard to establish a stable underlying portfolio, which placed Investore in a strong position to maintain predictable
income streams, whilst providing the ability to source secure investment opportunities as and when they presented.
Against this background, we are pleased to present this Transaction to you, our shareholders. The proposed acquisition of
these assets aligns with our investment mandate and supports our growth aspirations, as well as Investore’s four strategic
principles (as set out on the following page).
Material Transaction with a Related Party
As advised in Investore’s market announcement to NZX on 19 November 2019, the Transaction will be a Material
Transaction for the purpose of the “Related Party” rules of the Listing Rules and therefore subject to Investore shareholder
approval (excluding SPL and its directors).
In accordance with the requirements of the Listing Rules, Northington Partners has been engaged by Investore to prepare
an independent appraisal report (Appraisal Report) for the benefit of shareholders (other than SPL and those Investore
shareholders associated with SPL), and have assessed the Transaction to be fair to Investore shareholders (other than SPL
and those Investore shareholders associated with SPL).
The Appraisal Report accompanies this Notice of Special Meeting and should be read and considered by shareholders
before voting on Resolution 1.
Our Strategy Transaction Alignment
1. Active Portfolio Management
We focus on owning properties with long lease terms
and high occupancy, with nationally recognised
quality tenants, and we maintain strong and enduring
relationships with our tenants to support our portfolio
• Strengthens Investore’s longstanding relationships with
existing core tenants, including Countdown and Bunnings
• Provides diversification of tenant mix, including new
nationally recognised retailers, such as Briscoes, Rebel
Sport and Hunting & Fishing
• Retains Investore’s trademark strong sector metrics:
– 99.7% occupancy
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– >10.8 years WALT
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2. Targeted Growth
We will consider acquisitions and developments
which deliver growth, while continuing to enhance
geographical and/or tenant portfolio diversification,
and where appropriate, we may consider disposals to
maintain balance sheet capacity and optionality
• $891.35 million total portfolio value post Transaction
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,
adding quality large format retail properties and increasing
total portfolio value by 18.75%
• Enhanced geographical and tenant diversification and a
broader retail offering
3. Continued Optimisation of the Portfolio
We will look to develop existing properties to meet
the needs of tenants and the surrounding catchment,
which may include acquiring sites adjacent to existing
assets, to provide development options for the future
• Future development opportunities are available within the
sites, through expansion and intensification to support the
demands of tenants and the surrounding catchment
• Portfolio optimisation, through increased exposure to the
high growth regions of Auckland and Tauranga
4. Proactive Capital Management
We will proactively manage capital to maintain a healthy
and flexible balance sheet for growth, while preserving
sustainable returns to investors
• Successful completion of the Capital Raise, comprising:
– the Placement, raising $65 million; and
– the Retail Offer, raising $12.7 million
• Net proceeds of the Capital Raise have been used to pay
down bank debt, providing capacity to pay the purchase
price for the Transaction
• Post Transaction pro forma LVR
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expected to be 41.5%
• Supports Investore’s goal of delivering total returns to
shareholders over the medium to long term that are
typically resilient across a wide range of market conditions
1. Calculated as at 30 September 2019, including the three properties to be acquired, and assuming the tenancies subject to the underwrite by the Vendors are fully occupied.
2. See defined terms on page 14.
3. Calculated as follows: Investore portfolio valuation as at 30 September 2019 of $750.6 million (excluding land lease liability of $7.6 million) plus purchase price for the three properties the subject of the
Transaction of $140.75 million.
4. LVR is calculated as drawn debt divided by property value. The LVR as at 30 September 2019 has been adjusted for the following to produce the pro forma LVR: the drawn debt has been adjusted for the
repayment of debt from the net proceeds of the Capital Raise of $75.8 million, offset by $140.75 million debt drawn down for the purchase price for the three properties the subject of the Transaction.
The 30 September 2019 portfolio valuation of $750.6 million (excluding land lease liability of $7.6 million) has been adjusted for the purchase price for the three properties the subject of the Transaction.
13 December 2019
Independent and Robust Process Adopted
Due to the relationship between Investore and Stride Property Group (comprising SPL and SIML, Investore’s manager),
independence and the management of any perceived and actual conflicts of interest is an integral feature of Investore’s
governance practices.
This key theme has been clearly communicated to the market in previous Investore documentation, including the Product
Disclosure Statement issued in 2016 in connection with the Initial Public Offering and listing of Investore, as well as more
recent governance documentation, including Investore’s annual governance disclosures. Shareholders will also recall that
enhanced independence was the impetus for amendments to Investore’s Constitution in September 2017, resulting in an
amendment to the Board’s composition to permit the appointment of a third Director, independent of SIML. Following the
resignation of Kate Healy in May 2019, the Board is in the process of appointing a third independent Director.
As with previous transactions, the Board was mindful of adopting an independent and robust process where shareholders
would have confidence in the integrity of all aspects of the Transaction process, and that any subsequent Board
recommendation in favour of the Transaction was made on the basis that it delivers the best outcome for Investore and its
shareholders.
The Transaction was managed by the independent Directors of Investore and negotiated on an arms’ length basis, with the
following measures adopted to ensure an independent process:
• The independent Directors of Investore, being Gráinne Troute and myself (Mike Allen), managed the negotiation of the
sale and purchase agreement with the boards of SPL and SHL, with the assistance of legal advisors appointed by the
independent Directors. Separate legal advisors were engaged by each of Investore and the Vendors.
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Investore Property Limited Special Meeting of Shareholders
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Investore Property Limited Special Meeting of Shareholders

• The standing conflicts protocol of SIML (Investore and SPL’s manager) was adhered to in negotiating the Transaction.
In addition, a Transaction specific conflicts protocol was adopted, which was reviewed by independent legal advisors
to Investore’s independent Directors.
• Independent valuations of all properties were obtained from Savills (NZ) Limited, with the valuations supporting the
$140.75 million acquisition price.
• In accordance with the requirements of the Listing Rules, the valuers (Savills (NZ) Limited) and the appraisers for the
Appraisal Report (Northington Partners) were approved by NZX.
• The SIML-appointed Investore Directors, Tim Storey and John Harvey, abstained from voting on the Board approval of
the Transaction.
Why Support this Transaction?
The Transaction and the addition of these three new assets within the Investore portfolio aligns with Investore’s strategy to
invest in quality, large format retail properties throughout New Zealand.
The properties being acquired as part of the Transaction (the Properties) collectively are consistent with Investore’s
mandate, ensure Investore retains strong portfolio metrics of WALT and occupancy, and are consistent with Investore’s
focus on tenants that are nationally recognised brands. In addition, the Properties, which are a combination of single
tenanted and multi-tenanted properties, are situated in the growing regions of Auckland and Tauranga, and deliver
both geographic and tenant diversification. The Transaction, while further strengthening Investore’s longstanding and
successful partnership with key tenants such as Countdown and Bunnings, also reduces the total portfolio concentration
of Countdown assets. The Transaction will increase exposure to new general merchandise tenant categories, for example,
sporting goods, through brands like Rebel Sport and Hunting & Fishing, and homeware, through Briscoes and Freedom
Furniture.
The Board expects that the resulting portfolio diversification and rental growth prospects from the Transaction, combined
with the recently completed capital raising of $77.7 million of gross proceeds, will be accretive to FY21 Distributable Profit
Per Share (DPPS) by approximately 2.5%
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(on the assumption the Transaction settles in April 2020).
Outlook and Recommendations
With an expected settlement date for the Transaction being in April 2020, the Board reconfirms dividend guidance of
7.60 cents per share for FY20.
The independent Directors consider the acquisition of these Properties to be consistent with Investore’s investment
mandate and its strategic growth initiative which it has committed to undertake in a considered and disciplined manner,
targeting acquisitions that enhance the quality of Investore’s portfolio. It is on this basis that your independent Directors
recommend shareholders vote in favour of Resolution 1, being the resolution to approve the Transaction, as they consider it
to be in the best interests of Investore and you, as a shareholder.
In addition, the Board recommends shareholders vote in favour of Resolutions 2 and 3, being the resolutions to ratify
the issue of shares under the recent Placement and Retail Offer (in the case of the Retail Offer, those shares issued to
shareholders who applied to acquire more than $15,000 of shares) carried out in connection with the Transaction. This will
provide Investore with flexibility to raise money through the issue of further shares. Accordingly, the Board considers this to
be in the best interests of Investore and you, as a shareholder. Directors Tim Storey and John Harvey have abstained from
making a recommendation on Resolution 2 due to their association with SPL which subscribed for shares in the Placement.
I, Mike Allen, have abstained from making a recommendation on Resolution 3 on the basis that I applied for more than
$15,000 of shares in the Retail Offer (and am therefore not eligible to vote on this resolution).
I encourage all shareholders to read this Notice of Special Meeting in its entirety, including the enclosed Appraisal Report
from Northington Partners.
Thank you for your continued support and we look forward to seeing you on 16 January 2020.
Yours sincerely
Mike Allen
Independent Chair of Investore Property Limited
5. DPPS accretion has been calculated by comparing Investore’s budgeted FY21 DPPS (calculated assuming that the Capital Raise and Transaction did not occur) against the expected pro forma FY21
DPPS including the Transaction, and excluding any one-off transaction costs. The pro forma FY21 DPPS is based on: (i) Investore’s standalone budget for FY21 DPPS; (ii) pro forma earnings impacts of
the Transaction and Capital Raising assuming the conditional Transaction occurs; (iii) estimated pro forma impacts of the acquisition financing, based on gross proceeds of $77.7 million raised under the
Capital Raise and debt financing with associated interest costs and interest rate hedging strategies are implemented; and (iv) Investore’s pro forma number of shares outstanding post Capital Raising
(accounting for new shares issued under the Placement and Retail Offer).
Property Details
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Bunnings Mt Roskill
Mt Wellington Shopping Centre
Bay Central Shopping Centre
295 Penrose Road, Mt Wellington
Auckland
Net Lettable Area (sqm) 9,011
WALT 3.1 years
Purchase Price $39.25 million
Net Income $2.62 million
Market Cap Rate 6.63%
Major Tenant Countdown
Total Tenants 22
65 Chapel Street, Tauranga
Net Lettable Area (sqm) 17,097
WALT 4.2 years
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Purchase Price $53 million
Net Income $3.54 million
Market Cap Rate 6.75%
Major Tenants Briscoes, Rebel Sport,
Freedom Furniture,
Hunting & Fishing
Total Tenants 29
6. All figures are as at 30 September 2019.
7. WALT as at 31 October 2019 has improved to 4.8 years, due to a new lease to Chamber of Commerce which commenced 1 November 2019 for a period of 10 years.
2 Carr Road, Mt Roskill, Auckland
Net Lettable Area (sqm) 11,601
WALT 7.4 years
Purchase Price $48.5 million
Net Income $2.34 million
Market Cap Rate 4.88%
Major Tenant Bunnings
Total Tenants 1
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Investore Property Limited Special Meeting of Shareholders
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Investore Property Limited Special Meeting of Shareholders

Explanatory Notes
Resolution 1
– Approval of Transaction
1. Details of the Transaction
Property Description
On 18 November 2019, Investore Property Limited
(Investore) entered into two conditional sale and purchase
agreements to acquire three large format retail properties
for a total purchase price of $140.75 million, with the
details as follows:
• A sale and purchase agreement with Stride Property
Limited (SPL) to acquire the following two properties:
– Bunnings Mt Roskill, 2 Carr Road, Mt Roskill,
Auckland; and
– Mt Wellington Shopping Centre, 295 Penrose
Road, Mt Wellington, Auckland, a multi-tenanted
site anchored by a Countdown, with a total of
22 tenants, including nationally recognised brands
such as Supercheap Auto, Unichem Pharmacy,
Burger Fuel, Domino’s Pizza and other convenience
retailers; and
• A sale and purchase agreement with Stride Holdings
Limited (SHL) to acquire 65 Chapel Street, Tauranga,
which operates as Bay Central Shopping Centre,
anchored by Briscoes, Rebel Sport and NZ Post,
with a total of 29 tenants, including other nationally
recognised brands such as Hunting & Fishing, Freedom
Furniture, Bed Bath & Beyond, and Lighting Direct.
Terms and Conditions of Sale
The purchase price for the Properties is
$140.75 million in aggregate, allocated across the
individual properties. This price is supported by
independent valuations commissioned by Investore and
undertaken by independent valuers Savills (NZ) Limited.
Other than shareholder approval by way of ordinary
resolution for the Transaction (sought at the Special
Meeting of Shareholders on 16 January 2020), the only
other outstanding condition to settlement is the approval
of the Transaction from the Overseas Investment Office
(OIO). An application for approval is being prepared by
Investore and will be lodged prior to Christmas 2019.
Under the Sale and Purchase Agreements, approval by the
OIO is required to be obtained by 30 March 2020, with an
option for a three month extension to 30 June 2020 in the
event there is a delay in the approval process (provided the
delay is not due to the fault of Investore).
All other conditions and approvals to settlement of the
Transaction have otherwise been satisfied as at the date
of this Notice of Special Meeting, including due diligence
(legal, technical and environmental) and Investore Board
approval.
If approved by shareholders and the OIO, the Transaction
and both Sale and Purchase Agreements will be declared
unconditional simultaneously. If the conditions to one of
the Sale and Purchase Agreements are not satisfied, both
Sale and Purchase Agreements will be terminated.
If shareholders approve the Transaction, Investore will pay
a deposit of $5 million (comprising a $2 million deposit to
SHL for the acquisition of Bay Central Shopping Centre
and $3 million deposit to SPL for the two Auckland based
assets, being Bunnings Mt Roskill and Mt Wellington
Shopping Centre), with the remainder of the purchase
price payable on the settlement date. It is anticipated
that the settlement date will occur on the later of 1 April
2020 or the last day of the month following the date
Investore obtains OIO approval (or where that date is less
than 10 working days prior to the end of the month, it
will be the end of the following month) (Settlement Date).
Where the Transaction does not proceed on the basis that
OIO approval is not granted, the deposit is returned to
Investore.
Consistent with what would typically be expected in a
commercial transaction of this nature and size, other key
terms of the Sale and Purchase Agreements include:
• Vendor warranties including as to title to the Properties
and the status of the buildings on each property, that the
leases are valid and enforceable and that the tenancy
schedule is accurate, there is no litigation or disputes
associated with any of the Properties, and that there
is nothing knowingly omitted from the due diligence
materials provided to Investore that would be deemed
reasonably material to Investore as a purchaser.
• Liability provisions and thresholds for claims by
Investore as the purchaser post-settlement, and the
requirement that any claim should be brought within
12 months of settlement, except where there is a
breach of certain warranties, such as the title warranty.
• Interim management obligations on the Vendors
in relation to any proposed assignment, subletting
or rent review of the Properties, which requires the
Vendors to obtain Investore’s approval for any such
lease transaction following Board approval of the
Transaction.
• In addition to assigning the usual property contracts,
the Vendors will assign any construction contracts
and related guarantees, warranties and retentions to
Investore.
• The Vendors agree to provide an underwrite of four
vacant specialty premises at Bay Central Shopping
Centre (one vacancy) and Mt Wellington Shopping
Centre (three vacancies) that may be vacant on the
Settlement Date, for a period of up to two years. This
will be undertaken by way of a lease of those premises.
• Seismic works will be undertaken at the Vendors’ sole
cost, to ensure buildings that have been identified as
requiring works achieve at least 67% National Building
Standards. Preliminary work is underway to prepare
designs for the seismic works required, which will be
managed and funded by the Vendors.
• Provisions which specify what happens in the event
of any of the Properties being damaged prior to the
Settlement Date and the circumstance where the
damage is not reinstated by the Settlement Date.
In this case, settlement of the specific property is
deferred for 40 working days to assess the feasibility
of reinstatement, with the balance of the remaining
properties to settle as anticipated. Investore is obliged
to settle on the relevant property, notwithstanding
damage, if it can obtain the required consents to
perform the reinstatement work and the relevant
Vendor and its insurers agree to pay to Investore the
insurance proceeds to reimburse the restoration
costs and loss of rent, with the necessary financial
adjustment to the purchase price to occur on
settlement.
The Properties have been inspected by Investore, its
technical advisor, and Savills (NZ) Limited (independent
valuers appointed as part of the Transaction process), as
part of the due diligence process, including provision of
independent valuations.
2. Impact of the Transaction
If the Transaction is approved, the impact for Investore will
be as follows:
• The combination of the Transaction with the Capital
Raise is expected to increase Distributable Profit Per
Share (DPPS) for the financial year ended 31 March
2021 (FY21) by approximately 2.5%
8
.
• The Transaction strengthens Investore’s longstanding
relationships with existing core tenants, including
Countdown and Bunnings, but also provides
diversification of Investore’s tenant mix, reducing the
concentration of Countdown properties from 73%
of portfolio Contract Rental
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(as at 30 September
2019) to approximately 64% on the Settlement Date
(assuming no other movements within the portfolio).
• Investore’s tenant number will increase, increasing
exposure to new general merchandise tenant
categories, such as sporting goods (Rebel Sport,
Hunting & Fishing) and homeware (Briscoes and
Freedom Furniture).
• Improved geographical presence in the key growth
area of Auckland, which increases to 37% of the
portfolio by valuation (up 4%), and provides new
exposure in another key growth area, Tauranga, the
largest city in the Bay of Plenty.
• Post Transaction 87% of Contract Rental will be
provided from anchor tenants.
• Future development opportunities available within the
Properties, through expansion and intensification to
support tenants’ needs and the surrounding demand.
• Continued strong portfolio metrics for Investore,
including occupancy of 99.7% and weighted average
lease term in excess of 10 years.
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8. See footnote 5 on page 6.
9. See defined terms on page 14.
10. Weighted average lease term calculated as at 30 September 2019, assuming the Transaction had settled as at that date.
Pro forma geographic mix
1
Other South Island
5%
Auckland
35%
Wellington
14%
Other North Island
23%
Canterbury
10%
Waikato
9%
Otago
4%
Major tenant concentration
2
Woolworths NZ
Bunnings NZ
Foodstuffs
Mitre 10 NZ
The Warehouse
Group
Animates
Briscoes Group
NZ Post
73%
64%
10%
13%
5%
5%
4%
3%
3%
2%
1%
1%
1%
1%
As at 30 September 2019
Pro forma as at 30 September 2019
1
Calculated as at 30 September 2019 based on net Contract Rental assuming the acquisition had settled as at that date.
2
Based on tenants greater than 1% of gross rental income; graph compares Investore’s position as at 30 September 2019 against position as at 30 September 2019 and assuming the Transaction had
settled as at that date.
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Investore has incurred one-off costs for the Transaction of
approximately $0.653 million, which are not dependent
on the outcome of the shareholder vote. In addition,
Investore will incur additional management fees, estimated
to be $0.7 million per annum
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, from the addition of the
Properties to its portfolio. As the Investore portfolio grows,
it will take advantage of its largely fixed administrative
cost structure and the reduced 0.45% asset management
fee payable to SIML on the balance of the portfolio value
exceeding $750 million (with the asset management fee
charged at a rate of 0.55% on the first $750 million of
the portfolio).
As noted in the Letter from the Independent Chair, the
Board reconfirms dividend guidance of 7.60 cents per
share for FY20.
Guidance for FY21 is expected to be provided
contemporaneously with the announcement of Investore’s
FY20 results in May 2020. Further discussion on the
financial and operational impact of the Transaction on
Investore is considered by Northington Partners in its
pro forma analysis, which is set out in Section 6.0 of the
Appraisal Report.
3. How will the Transaction be Funded?
If approved by shareholders at the Special Meeting, the
Transaction will be funded through available bank debt
facilities.
As shareholders will be aware, on 19 November 2019,
in association with the Transaction announcement,
Investore informed the market that it was seeking to
undertake a Capital Raise of up to $80 million, through a
$65 million underwritten share placement (Placement)
and a $15 million retail offer to eligible shareholders,
by way of a share purchase plan (with ability to accept
oversubscriptions under the retail offer of up to $5 million
at Investore’s discretion) (Retail Offer). The Capital Raise
was successfully completed with 44,423,056 shares
issued at $1.75 per share, equating to $77.7 million of
gross proceeds raised.
The net proceeds of the recent Capital Raise were used
to repay debt and reduce the pro forma Loan to Value
Ratio (LVR) as at 30 September 2019 from 40.6% to
30.5%
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, with the available facility headroom to then be
used to settle the Transaction. Pro forma LVR is expected
to return to 41.5%
13
on settlement of the Transaction,
below the Board’s stated maximum of 48% and well within
Investore’s bank and bond covenant limits of 65%.
For more information on the financial implications of the
Transaction, refer to Section 6.2 of the Appraisal Report.
4. Rationale for the Transaction
The rationale for the Transaction has been set out in the
Letter from the Independent Chair on page 4.
Investore was initially established by SPL and listed
in 2016 with a clear investment strategy to invest in
large format retail properties, a segment of the market
identified as offering unique investment attributes. With
this investment mandate clearly established, the Board’s
focus has been to look for further opportunities to expand
Investore’s portfolio and to enhance shareholder returns
by optimising its capital structure.
The Transaction presented to shareholders for approval
is consistent with Investore’s strategy of sourcing an
investment pipeline of large format retail properties
that aligns with its niche investment mandate, while
maintaining the commitment to shareholders to continue
to deliver stable and enduring returns.
The independent Directors view the Transaction as in
the best interests of Investore and its shareholders
and it is on this basis that the Board (constituted
by the independent Directors) recommend the
Transaction to shareholders for approval and
recommend shareholders vote in favour of
Resolution 1.
5. Tax Considerations
Investore expects that the acquisition of the Properties
will result in additional taxable income for Investore.
However, the additional taxable rental income derived will
be partially offset by corresponding operating expenses
including tax depreciation on the property improvements.
Depreciation claimed on the property improvements
may result in a deferred tax liability arising in relation to a
potential clawback of depreciation on an eventual sale of
the underlying property.
6. What are the Implications of the
Transaction not Proceeding?
Under the Sale and Purchase Agreements, the Transaction
is conditional on Investore shareholder approval and OIO
approval.
If the Transaction is not approved by shareholders, the
Transaction will not complete and there will be no financial
penalties for Investore under the Sale and Purchase
Agreements.
Immediately following the Capital Raise (through the
Placement and the Retail Offer), Investore’s pro forma LVR
was 30.5%, compared with 40.6% as at 30 September
2019.
While the impact of the Transaction not proceeding would
in the short term reduce distributable profit and result in
a more conservative balance sheet, this outcome would
also provide Investore with the capacity to pursue other
large format retail investment opportunities. While there
is no current alternative transaction to the Transaction
which could be undertaken today, Investore is continuously
assessing an active pipeline of opportunities which should
negate any short-term dilutive impact of the Capital Raise
if the Transaction does not proceed.
7. Why do we need OIO Approval?
Investore has not previously been considered an “overseas
person” for the purposes of the Overseas Investment Act
2005 (OIA) (being, broadly, an entity that is owned 25% or
more by other overseas people). However, recent analysis
of the underlying Investore share register suggests
that Investore is an overseas person, as a large portion
of its shares are held by KiwiSaver fund entities, which
themselves are owned or controlled by foreign managers,
such as ANZ. Investore expects that proposed legislative
changes to the OIA should result in those KiwiSaver fund
entities no longer being classified as being overseas
people, which would mean that Investore would no longer
be an overseas person for the purposes of the OIA based
on the current ownership of Investore.
8. Listing Rule Requirements
The negotiation of the Transaction has been conducted at
arms’ length, with both Investore and the Vendors acting
in their own best interests. This process was managed
on behalf of Investore by its independent Directors, with
further details of the process set out in the Letter from the
Independent Chair.
The Transaction is a Material Transaction with Related
Parties of Investore for the purposes of Listing Rule
5.2.1(a), as described below.
• Material Transaction: Under the Listing Rules, a
Material Transaction includes an acquisition of assets
having an aggregate net value in excess of 10%
of the issuer’s average market capitalisation. The
Transaction qualifies as a Material Transaction for
Investore, because the average market capitalisation of
Investore for this purpose is $490.8 million (measured
over the 20 trading days before the agreement for the
Transaction was entered into and announced on 19
November 2019), and so the threshold for a Material
Transaction, being 10% of this amount, is $49.08
million. The $140.75 million purchase price is in excess
of this amount.
• Related Parties: SPL is a 19.4% shareholder in
Investore and SHL is a wholly owned subsidiary of SPL.
Each of SPL and SHL are therefore Related Parties of
Investore for the purposes of the Listing Rules.
Listing Rule 5.2.1(a) provides that an issuer cannot enter
into a Material Transaction with a Related Party unless
the transaction is approved by ordinary resolution of the
issuer’s shareholders (excluding any interested Related
Party and Associated Persons of such Related Party). As
such, Investore must obtain shareholder approval of the
Transaction by ordinary resolution (excluding SPL and any
Associated Persons of SPL (i.e., the SPL directors)) which
is presented as Resolution 1 in this Notice of Special
Meeting. The Transaction cannot proceed if this resolution
is not approved by shareholders.
For more information on voting restrictions in relation
to Resolution 1, please refer to the Procedural Notes
and Other Information section of this Notice of Special
Meeting.
9. Appraisal Report
Listing Rule 7.8.8(b) requires that the relevant Notice
of Meeting provided to shareholders for approval of a
Related Party transaction must be accompanied by an
Appraisal Report. The Appraisal Report has been prepared
by Northington Partners for the benefit of Investore
shareholders (other than SPL and those shareholders
associated with SPL), in accordance with Listing Rules
7.10 and 7.8.8(b) and is enclosed with this Notice of
Special Meeting.
Consistent with Listing Rule 7.10.2, Northington Partners
have confirmed in the Appraisal Report that, in its opinion,
the purchase price of $140.75 million and other terms and
conditions of the Sale and Purchase Agreements are fair
to the shareholders of Investore (other than SPL and those
shareholders associated with SPL).
For more information on the scope of the Appraisal Report
and Northington Partners’ assessment of the Transaction,
refer to Section 1.4 and Section 2.0 of the Appraisal Report.
10. NZX
NZX does not object to this Notice of Special Meeting
and does not take any responsibility for any statement
contained within this Notice of Special Meeting.
Resolution 2 – Ratification of previous
issue of shares under the Placement
Under the Placement, Investore issued 37,142,858 fully
paid ordinary shares on 25 November 2019 to institutional
investors and other investors who were invited to
participate in the placement at a price of $1.75 per share.
Together the Placement and Retail Offer raised gross
proceeds of $77.7 million, with net proceeds used to
pay down Investore’s debt, to provide capacity to pay the
purchase price for the Transaction, should the Transaction
be approved at the Special Meeting of Shareholders and
OIO consent granted. The key terms of the Placement
and the Retail Offer were announced by Investore on
19 November 2019.
All the shares issued under the Placement were issued
under Listing Rule 4.5.1. In broad terms, that Listing
Rule permits an issue of shares up to 15% of the issued
share capital of Investore in any 12 month period without
prior shareholder approval. The shares issued under the
Placement, together with the 1,868,483 shares issued
under Listing Rule 4.5.1 as part of the Retail Offer, were
equal to approximately 15% of the issued capital of
Investore as at 19 November 2019.
11. Excluding any performance fee which may become payable to SIML in accordance with the terms of the management agreement.
12. LVR is calculated as drawn debt divided by property value as at 30 September 2019 (excluding the land lease liability of $7.6 million) as if the Capital Raise of $77.7 million net of costs was used to repay
debt as at that date.
13. See footnote 4 on page 5.
11
Investore Property Limited Special Meeting of Shareholders
10
Investore Property Limited Special Meeting of Shareholders

This resolution is being proposed by the Directors in
accordance with Listing Rule 4.5.1(c), which allows
shareholders to ratify a prior issue of shares under
Listing Rule 4.5.1. If shareholders pass Resolution 2, and
thereby ratify the issue of 37,142,858 shares under the
Placement, the capacity to issue shares under Listing
Rule 4.5.1 up to the 15% limit permitted by the rule will be
refreshed by that number of shares. This would preserve
the ability of Investore to issue further shares up to a 15%
threshold in accordance with Listing Rule 4.5.1, should
Investore wish to undertake a further placement of equity
securities in the next 12 month period.
Failure to pass Resolution 2 will not affect the validity of
the shares issued under the Placement but will reduce the
number of shares that can be issued by Investore under
Listing Rule 4.5.1 for a period of twelve months from 25
November 2019.
The Board (constituted by the independent Directors)
recommend to shareholders that they vote in favour
of Resolution 2, as it will provide Investore with
flexibility to raise money through the issue of
further shares.
Resolution 3 – Ratification of previous
issue of shares under the Retail Offer
Under the Retail Offer, Investore issued, in aggregate,
7,280,198 fully paid ordinary shares on 10 December
2019 to eligible shareholders at a price of $1.75 per share.
The Retail Offer raised gross proceeds of $12.7 million,
with the net proceeds used to pay down Investore’s debt
and to provide capacity to pay the purchase price for the
Transaction, should it be approved at the Special Meeting
of Shareholders and OIO approval granted.
Any shares issued to eligible shareholders under the
Retail Offer in excess of the first $15,000 of shares were
issued under Listing Rule 4.5.1, with the first $15,000
of shares being issued under Listing Rule 4.3.1(c)
(Share Purchase Plan).
In total, 1,868,483 shares issued under the Retail Offer
were issued under Listing Rule 4.5.1.
As described above in relation to Resolution 2, in broad
terms Listing Rule 4.5.1 permits an issue of shares up to
15% of the issued share capital of Investore in any
12 month period without prior shareholder approval.
The shares issued under the Placement, together with the
1,868,483 shares issued under Listing Rule 4.5.1 as part
of the Retail Offer, were equal to approximately 15% of the
issued capital of Investore as at 19 November 2019.
This resolution is being proposed by the Directors in
accordance with Listing Rule 4.5.1(c), which allows
shareholders to ratify a prior issue of shares under Listing
Rule 4.5.1. If shareholders pass Resolution 3, and thereby
ratify the issue of 1,868,483 shares under the Retail Offer
made under Listing Rule 4.5.1, the capacity to issue shares
under Listing Rule 4.5.1 up to the 15% limit permitted by
the rule will be refreshed by that number of shares.
This would preserve the ability of Investore to issue further
shares up to a 15% threshold in accordance with Listing
Rule 4.5.1, should Investore wish to undertake a further
placement of equity securities in the next 12 month period.
Failure to pass Resolution 3 will not affect the validity of
the shares issued under the Retail Offer but will reduce the
number of shares that can be issued by Investore under
Listing Rule 4.5.1 for a period of twelve months from
10 December 2019.
The Board (other than Chair, Mike Allen, who has
abstained from making a recommendation on this
resolution due to the fact he applied to purchase
more than $15,000 of shares in the Retail Offer)
recommend shareholders vote in favour of
Resolution 3.
Procedural Notes and Other Information
Voting Restrictions
Resolution 1
In accordance with Listing Rule 6.3.1, Investore will
disregard any votes cast by SPL or its Associated Persons
(as defined in the Listing Rules, which will include Directors
Tim Storey and John Harvey and the other SPL directors) in
favour of Resolution 1.
Resolution 2
In accordance with Listing Rule 6.3.1, Investore will
disregard any votes cast by any shareholder who acquired
shares under the Placement (and their respective
Associated Persons (as defined in the Listing Rules))
in favour of Resolution 2. This will include SPL and its
directors.
Resolution 3
In accordance with Listing Rule 6.3.1, Investore will
disregard any votes cast by any shareholder who acquired
more than $15,000 of shares under the Retail Offer (and
their respective Associated Persons (as defined in the
Listing Rules)) in favour of Resolution 3. This includes Mike
Allen, the Investore Chair.
Persons Entitled to Vote
Voting entitlements will be determined at 5.00 pm on
Monday 13 January 2020. Registered shareholders at that
time will be the only persons entitled to vote at the Special
Meeting of Shareholders and only the shares registered
in those shareholders’ names at that time may be voted
at the Special Meeting of Shareholders. A corporate
shareholder may appoint a person to attend the meeting
as its representative in the same manner as it may appoint
a proxy.
Attendance and Proxies
As a shareholder you may attend the Special Meeting
of Shareholders and vote, or you may appoint a proxy
to attend the Special Meeting of Shareholders and
vote in your place. A proxy need not be a shareholder of
Investore. If you wish, you may appoint the Chair of the
meeting or any Director as your proxy (subject to the voting
restrictions set out above). If you wish to appoint a proxy
you should complete and return the Proxy Voting Form
which is enclosed with this Notice of Special Meeting of
Shareholders, or lodge your proxy preference online at
www.investorvote.co.nz.
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.
Proxy Voting
Any shareholder whose vote will be disregarded on
Resolution 1, Resolution 2 or Resolution 3, including:
• SPL and its Associated Persons (which will include
Directors Tim Storey and John Harvey, and all other SPL
directors) in respect of Resolutions 1 and 2; and
• Mike Allen, Investore Chair, in respect of Resolution 3,
is not permitted to vote as a proxy for another person
entitled to vote on that resolution, where such person gives
the shareholder discretion on how to vote.
If shareholders intend to appoint a Director as their proxy
and mark the “Proxy’s Discretion” box for:
• Resolution 1 or Resolution 2, shareholders are
advised to specify Directors Mike Allen or Gráinne
Troute as their proxy, as any “Proxy’s Discretion”
given to Directors Tim Storey and John Harvey will be
disregarded; and
• Resolution 3, shareholders are advised to specify
Directors Gráinne Troute, Tim Storey or John Harvey, as
any “Proxy’s Discretion” given to Chair Mike Allen will be
disregarded.
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.
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 11.00 am
on Tuesday 14 January 2020.
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 Chair or any other Director as your proxy,
and tick the “Proxy’s Discretion” box, the Chair or Director,
as applicable, intends to vote in favour of the relevant
resolution, subject to the voting restrictions set out above.
If you do not tick any box (either “For”, “Against” or “Proxy’s
Discretion”), the Chair 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 Special
Meeting of Shareholders to assist with your registration.
Ordinary Resolutions
Each of Resolutions 1, 2 and 3 will be passed if approved
by ordinary resolution at the Special Meeting of
Shareholders. 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.
13
Investore Property Limited Special Meeting of Shareholders
12
Investore Property Limited Special Meeting of Shareholders

Defined Terms
Appraisal Report means the independent Appraisal Report prepared by Northington Partners Limited in relation to the
Transaction and enclosed with this Notice of Special Meeting, as required by the Listing Rules;
Associated Person has the meaning given to that term in the Listing Rules;
Board means the board of Directors of Investore Property Limited, and in respect of the Transaction means the board of
Investore Property Limited acting by and through the independent Directors;
Capital Raise means the equity raise of gross proceeds of $77.7 million, by way of the Placement and Retail Offer;
Contract Rental means the amount of rent payable by each tenant, plus other amounts payable to Investore by that tenant
under the terms of the relevant lease, annualised for the relevant 12 month period on the basis of the occupancy level for
the relevant property and assuming no default by the tenant;
FY means financial year ending on a specified date;
Investore or the Company means Investore Property Limited;
Listing Rules means the NZX Listing Rules;
LV R means loan to value ratio;
Northington Partners means Northington Partners Limited;
NZX means NZX Limited;
OIO means the Overseas Investment Office;
Placement means the placement of shares in Investore announced on 19 November 2019 at a price of $1.75 per share,
under which 37,142,858 shares were issued on 25 November 2019;
Properties means the properties the subject of the Transaction, being:
• Bunnings Mt Roskill, Auckland;
• Mt Wellington Shopping Centre, Auckland; and
• Bay Central Shopping Centre, Tauranga;
Retail Offer means the retail offer to eligible shareholders, under which an aggregate 7,280,198 fully paid ordinary shares
in Investore were issued on 10 December 2019 at a price of $1.75 per share, comprising 5,411,715 shares issued under
Listing Rule 4.3.1(c) (Share Purchase Plan) and 1,868,483 shares issued under Listing Rule 4.5 (15% Placement);
Sale and Purchase Agreements means the sale and purchase agreements between (i) Investore and SPL and (ii)
Investore and SHL dated 18 November 2019;
Settlement Date is the anticipated date on which the Transaction will settle, being the later of 1 April 2020 or the last day
of the month following the date Investore obtains OIO approval (or where that date is less than 10 working days prior to the
end of the month, it will be the last day of the month following) or, as the context may require, the date on which settlement
occurs or is due to occur;
SHL means Stride Holdings Limited, a wholly-owned subsidiary of SPL;
SIML means Stride Investment Management Limited, which provides real estate investment management services to
Investore;
Special Meeting means the special meeting of Investore shareholders, and any adjournment of that meeting, to be held to
consider and, if thought fit, approve the Transaction;
SPL means Stride Property Limited;
Transaction means the proposed acquisition by Investore of the Properties from SPL (in respect of Bunnings Mt Roskill
and Mt Wellington Shopping Centre) and SHL (for Bay Central Shopping Centre) for $140.75 million, being considered by
shareholders at the Special Meeting;
Vendors means SPL and SHL; and
WA LT means weighted average lease term.
Directions for shareholders attending the
Special Meeting of Shareholders
Start Time:
11.00 am (with entry to the meeting
room available from 10.30 am)
Location
Pullman Hotel, Regatta Room D,
Corner Princes Street and Waterloo
Quadrant, Auckland, New Zealand
Bowen Ave
Kitchener St
Waterloo Quadrant
Princes St
Princes St
Bankside St
Pullman Auckland
Chancery St
Albert Park
The Northern
Club
University of
Auckland
Shortland St
Eden Cres
Fields Ln
Kitchener St
Emily Pl
Short St
15
Investore Property Limited Special Meeting of Shareholders
14
Investore Property Limited Special Meeting of Shareholders

---

Investore Property Limited
Independent Appraisal Report
Prepared in Relation to the Proposed Acquisition of three Properties from Stride
Property Limited and Stride Holdings Limited

December 2019

Investore Property Limited – Independent Appraisal Report Page | 2
Table of Contents
Table of Contents
1.0 Executive Summary ................................................................................................................ 4
1.1. Introduction ............................................................................................................................ 4
1.2. Summary of the Proposed Transaction .................................................................................. 4
1.3. Summary of our Assessment of the Proposed Transaction for Investore Shareholders ........ 5
1.4. Conclusion Regarding the Fairness of the Proposed Transaction ......................................... 7
2.0 Scope of the Report ................................................................................................................ 8
2.1. Regulatory Requirements ...................................................................................................... 8
2.2. Basis of Assessment and Evaluation ..................................................................................... 8
3.0 Overview of the New Zealand Listed Property Sector ........................................................ 10
3.1. Industry Overview ................................................................................................................ 10
3.2. Key Metrics for each Listed Entity ........................................................................................ 10
4.0 Profile of Investore ................................................................................................................ 12
4.1. Overview of the Company .................................................................................................... 12
4.2. Property Portfolio ................................................................................................................. 12
4.3. Significant Historical Events ................................................................................................. 13
4.4. Capital Structure and Ownership ......................................................................................... 14
4.5. Share Price Performance ..................................................................................................... 14
4.6. Summary Financial Results ................................................................................................. 15
5.0 Overview of the Proposed Transaction ............................................................................... 17
5.1. Overview of the Proposed Transaction ................................................................................ 17
5.2. Overview of the Acquisition Properties ................................................................................ 18
6.0 Assessment of the Proposed Transaction .......................................................................... 22
6.1. Value of the Acquisition Properties ...................................................................................... 22
6.2. Financial Implications of the Proposed Transaction ............................................................. 23
6.3. Strategic Fit .......................................................................................................................... 24
6.4. Operational Implications of the Proposed Transaction ......................................................... 26
6.5. Summary of our Assessment ............................................................................................... 27

Appendix 1.
Sources of Information Used in this Report ......................................................... 28
Appendix 2. Declarations, Qualifications and Consents .......................................................... 29

Investore Property Limited – Independent Appraisal Report Page | 3
Abbreviations and Definitions
Abbreviations and Definitions
Acquisition Properties The three properties located at 2 Carr Road, Mt Roskill, Auckland; 295 Penrose Road,
Mt Wellington, Auckland; and 65 Chapel Street, Tauranga
Appraisal Report This report prepared by Northington Partners
Argosy Argosy Property Limited
Asset Plus Asset Plus Limited
Augusta Augusta Capital Limited
Briscoe Group Briscoe Group Limited, the parent company of the retailing interests in Briscoes and
Rebel Sport
Bunnings Bunnings Limited
Company Investore Property Limited
DPPS Distributable profit per share
Equity Capital Raising The $65.0 million share placement completed on 19 November 2019 and the retail offer
of $12.7 million which closed 4 December 2019 undertaken by Investore, collectively
raising gross proceeds of $77.7 million
FY In relation to Investore, financial year ending 31 March
General Distributors General Distributors Limited, a subsidiary of Progressive Enterprises Limited and
operator of Countdown supermarket
Goodman Goodman Property Trust
Investore Investore Property Limited
IPO Initial public offering
Kiwi Property Group Kiwi Property Group Limited
LFR Large format retail as defined by Investore
LPV Listed property vehicle
LVR Loan to value ratio being drawn borrowings over the value of investment property
Management Agreement The management agreement between SIML and Investore whereby SIML manages
Investore in return for management fees
Manager SIML, the manager of Investore
NAV Net asset value
NLA Net lettable area (in sqm)
Northington Partners Northington Partners Limited
Notice of Special Meeting The notice of special meeting of Investore shareholders and accompanying material in
relation to the Proposed Transaction
NZ Post New Zealand Post Limited
NZX NZX Limited
OIO Overseas Investment Office
PFI Property for Industry Limited
Precinct Precinct Properties New Zealand Limited
Proposed Transaction The acquisition of the Acquisition Properties as described in this Appraisal Report
Savills Savills (NZ) Limited, the property valuer of the Acquisition Properties in relation to the
Proposed Transaction
SCA Properties The 14 properties acquired by Investore from Shopping Centres Australasia in 2016
SHL Stride Holdings Limited
SIML Stride Investment Management Limited
Sqm Square meters
SPL Stride Property Limited
Vital Healthcare Vital Healthcare Property Trust
WALT Weighted average lease term

Investore Property Limited – Independent Appraisal Report Page | 4
Executive Summary
1.0 Executive Summary
1.1. Introduction
Investore Property Limited (“Investore” or the “Company”) is a large format retail (“LFR”) property
fund that is listed on the main board of the NZX. Investore is externally managed by Stride
Investment Management Limited (“SIML”), the real estate management business of the stapled group
which comprises Stride Property Limited (“SPL”) and SIML (together “Stride Property Group”).
Investore was listed by SPL in 2016 following the demerger of SPL’s LFR properties and the
acquisition of certain other LFR properties partially funded through its $185 million initial public
offering (“IPO”). Following the IPO, SPL retained a 19.9% shareholding in Investore.
Investore has now reached a conditional agreement whereby it will acquire a total of three properties
(the “Acquisition Properties”) from SPL and its subsidiary, Stride Holdings Limited (“SHL”), for a
total purchase price of $140.75 million (the “Proposed Transaction”). The Acquisition Properties
consist of:
 2 Carr Road, Mt Roskill, Auckland (“Bunnings Carr Road”): a LFR property leased to
Bunnings Limited (“Bunnings”);
 Mt Wellington Shopping Centre, Mt Wellington, Auckland (“Mt Wellington Shopping
Centre”): a convenience retail shopping centre anchored by Countdown; and
 Bay Central Shopping Centre, 65 Chapel Street, Tauranga (“Bay Central Shopping Centre”):
an LFR shopping centre anchored by Briscoe Group (operating as Briscoes and Rebel Sport)
and NZ Post.
The vendors to the Proposed Transaction, SPL and SHL, are related parties of Investore for the
purposes of the NZX Listing Rules and, because the Proposed Transaction constitutes a material
transaction with a related party under NZX Listing Rule 5.2.1, it must be approved by an ordinary
resolution of Investore’s shareholders (other than SPL or any Director of SPL). As part of that
process, Investore has appointed Northington Partners Limited (“Northington Partners”) to prepare
an Appraisal Report for the benefit of Investore shareholders not associated with SPL. The main
purpose of the report is to assist those shareholders to decide whether or not to approve the
Proposed Transaction.
The Proposed Transaction has been partially pre-funded by an underwritten share placement of $65
million and retail offer of $12.7 million at an issue price of $1.75 per Investore share (collectively, the
“Equity Capital Raising”), both of which completed prior to settlement of the Acquisition Properties.
The Equity Capital Raising provides Investore with substantial headroom under its committed debt
facilities to fund the Proposed Transaction once the conditions of the transaction have been satisfied.
Therefore, while the Proposed Transaction is conditional on shareholder approval, Investore has
already raised $77.7 million of new equity, irrespective of whether the Proposed Transaction is
approved.
As set out in more detail in Section 2.0, this report has been prepared in accordance with the
requirements of NZX Listing Rule 7.10.2.
1.2. Summary of the Proposed Transaction
A summary of the purchase prices under the Proposed Transaction and implied passing yields for the
Acquisition Properties is set out in Table 1 below, along with the independent property valuations
provided by Savills (NZ) Limited (“Savills”) to Investore as part of the Proposed Transaction. The
purchase prices for the Acquisition Properties is equivalent to their current market valuations and
implies a passing yield of 6.03%, consistent with the passing yield of Investore’s existing portfolio of
6.04%.
We note that the conditions of sale and purchase for the Proposed Transaction have largely been
satisfied other than approval by Investore shareholders and Overseas Investment Office (“OIO”)
approval. Subject to shareholder and OIO approval, Investore expects settlement of the Acquisition
Properties will occur on either the later of 1 April 2020 or the last day of the month following the date

Investore Property Limited – Independent Appraisal Report Page | 5
Executive Summary
Investore obtains OIO consent (or where that date is less than 10 working days prior to month end,
the last day of the following month). Further details about the Acquisition Properties and the
Proposed Transaction terms can be found in Section 5.0.
Table 1: Summary of Purchase Price and Implied Yield Relative to Acquisition Property Valuations
Property
Valuation
Date
Valuation
($m)
Purchase
Price ($m)
Net Contract
Rent ($m)
1

Passing
Yield at
Purchase
Price
2

Bunnings Carr Road Oct-19 $48.50 $48.50 $2.34 4.79%
Mt Wellington Shopping
Centre
Oct-19 $39.25 $39.25 $2.62 6.71%
Bay Central Shopping
Centre
Nov-19 $53.00 $53.00 $3.54 6.67%
Total

$140.75 $140.75 $8.49 6.03%
1
As at 30 September 2019 and including the vendor underwrite in respect of four vacant specialty tenancies.
2
Based on current net contract rents prior to expected development works at Bunnings Carr Road.
1.3. Summary of our Assessment of the Proposed Transaction for Investore
Shareholders
Our full assessment of the merits of the Proposed Transaction for Investore shareholders is set out in
Section 6.0, and summarised below in Table 2.
Table 2: Summary of Conclusions
Item Key Conclusions
Further
Information
Purchase
Terms
 Savills has assessed an aggregate value for the Acquisition Properties
of $140.75 million (as at 30 October 2019) on an “as if complete” basis.
 Under the terms of the Proposed Transaction, SPL has committed to
pay for certain seismic strengthening works at the Acquisition
Properties. SHL has also committed to pay costs to complete
extensions and reconfiguration works of the Rebel Sport and Briscoes
tenancies at Bay Central Shopping Centre. SPL/SHL have also agreed
to provide an underwrite with respect to four vacant specialty tenancies
for a period of up to two years.
 The proposed purchase price of $140.75 million is equivalent to the
independent valuations of the Acquisition Properties. In addition, it is
broadly equivalent to the SPL carrying value of the Acquisition
Properties as of 30 September 2019 ($131.2 million) after allowing for
the remaining “as if complete” works and maximum potential costs
under the rental underwrite.
Section 6.1
Financial
Impact
 We estimate that if the Proposed Transaction is approved, it may be
expected to increase Investore’s FY2021 distributable profit by
approximately $2.8 million. Investore expects that the combination of
the Proposed Transaction with the Equity Capital Raising, is expected
to increase distributable profit per share (“DPPS”) by approximately
2.5%
1
.
 Following completion of the Proposed Transaction, Investore’s LVR is
expected to be approximately 41.5% (on a pro-forma basis) relative to
40.6% as of 30 September 2019 prior to the Equity Capital Raising
(assuming a net $75.8 million is raised under the Equity Capital
Section 6.2

1
DPPS accretion based on calculating Investore’s budgeted DPPS prior to the Proposed Transaction and Equity
Capital Raising against the DPPS including the Proposed Transaction and Equity Capital Raising. DPPS following
the Proposed Transaction and Equity Capital Raising is calculated on a pro-forma basis assuming the Proposed
Transaction settles in April 2020 for the Acquisition Properties, $77.7 million gross proceeds are raised under the
Equity Capital Raising and based on implementation of interest rate hedging strategies. The actual level of
earnings will vary depending on the actual settlement date and the incremental cost of debt at settlement.

Investore Property Limited – Independent Appraisal Report Page | 6
Executive Summary
Item Key Conclusions
Further
Information
Raising). This remains comfortably below the Investore Board’s stated
LVR maximum of 48% and banking and bond covenant of 65%.
 Conversely, if the Proposed Transaction does not proceed (because
the ordinary resolution is not passed), Investore’s FY2021 DPPS would
reduce relative to Investore’s FY2019 DPPS (8.0 cents per share) due
to the dilutive impact of the Equity Capital Raising. However,
Investore’s LVR will also reduce to 30.5% on a pro-forma basis.
 While the impact of the Proposed Transaction not proceeding would in
the short term reduce DPPS (and potentially dividends) and result in a
more conservative balance sheet, this outcome would also provide
Investore with the flexibility to pursue other LFR investment
opportunities. Investore is continuously assessing an active pipeline of
opportunities which should negate the short-term dilutive impact of the
Equity Capital Raising if the Proposed Transaction does not proceed.
Strategic Fit
 The Proposed Transaction is consistent with Investore’s stated
strategic objectives at the time of its IPO to continue to invest in LFR
property.
 The Proposed Transaction is also consistent with Investore’s strategy
for targeted growth which adds scale benefits, enhances tenant
diversification and increases geographic exposure to growth regions
(Auckland and Tauranga).
 However, while the Bunnings Carr Road property is clearly most
consistent with Investore’s existing portfolio, the Mt Wellington
Shopping Centre and Bay Central Shopping Centre have some
different characteristics.
 Investore has a constitutional restriction limiting its investment to
“Permitted Business Activities”, being the sole purpose of owning and
leasing properties that are predominantly LFR or which can be
developed into LFR.
 Investore broadly defines LFR as large free-standing buildings with a
limited number of tenants (generally no more than 15 specialty
tenants), the anchor tenant(s) of which typically occupies at least
2,000sqm, more than 50% of the net lettable area and provides more
than 50% of the rental income, often resulting in properties with
relatively long WALTs and stable income streams.
 The Mt Wellington Shopping Centre’s anchor tenant is Countdown
which, while occupying approximately 61% of the net lettable area,
contributes about 43% of the rental income. It also has 21 specialty
retail tenants and a WALT of 3.1 years
2
. This number and mix of
tenants is not too dissimilar, and is complementary with, Investore’s
existing Countdown Takanini property (approximately 7,300 sqm and
11 specialty tenants). Similarly, the Bay Central Shopping Centre’s
anchor tenants are Briscoe Group and NZ Post which occupy
approximately 46% of the net lettable area and contribute 32% of the
rental income. This centre has 27 specialty retail tenants with a WALT
of 4.2 years
3
.
 The Mt Wellington Shopping Centre and Bay Central Shopping Centre
therefore represent a different type of asset to the Bunnings Carr Road
property and the majority of Investore’s existing portfolio (except for
Countdown Takanini which shares similar aspects to Mt Wellington
Shopping Centre).
 We note that the Mt Wellington Shopping Centre and Bay Central
Shopping Centre represent properties with some LFR characteristics.
The major tenants outside the anchor tenants include nationally
recognised “big box” retailers (such as Super Cheap Auto, Freedom
Furniture, Kitchen Things, Chipmunks and Hunting and Fishing), which
Section 6.3

2
Mt Wellington Shopping Centre rental percentages and WALTs calculated on the basis of contract rents and
lease terms as at 30 September 2019.
3
Bay Central Shopping Centre rental percentages and WALTs calculated on the basis of contract rents at lease
terms as at 30 September 2019. WALT as at 31 October 2019 has improved to 4.8 years, due to a new lease to
the Chamber of Commerce commencing 1 November 2019 for a period of 10 years.

Investore Property Limited – Independent Appraisal Report Page | 7
Executive Summary
Item Key Conclusions
Further
Information
occupy NLAs of over 500sqm and represent largely convenience retail
rather than fashion and apparel retail.
 The Acquisition Properties are also consistent with the broader
definition of LFR often used in other markets such as Australia, where
they were formerly known as bulky goods centres. Given that SPL’s
intention was always to hold its exposure in LFR through Investore, it
was relatively well signalled that SPL’s LFR assets would likely be
divested to Investore. Following the Proposed Transaction, all of the
LFR properties previously owned by SPL will be held through
Investore.
 We also note that the Proposed Transaction has been negotiated on
arms’ length terms by Investore’s independent directors who have
undertaken a thorough review of the Acquisition Properties and
concluded they were an appropriate fit with Investore’s LFR investment
strategy.
Operational
Impact
 The Proposed Transaction strengthens Investore’s longstanding
relationship with Countdown (while reducing its overall exposure from
73% to 64% of rental income as at 30 September 2019 on a pro-forma
basis) and increasing exposure to Bunnings. It also improves portfolio
diversification via the addition of new nationally recognised tenants;
Briscoe Group, NZ Post and Freedom Furniture. In addition, the
Acquisition Properties provide Investore with further exposure to the
key Auckland market while providing an entrance into the attractive
Tauranga market.
 While the Acquisition Properties have shorter WALTs (weighted
average of 4.8 years as at 30 September 2019), they only modestly
reduce Investore’s overall portfolio WALT. Following completion of the
Proposed Transaction, Investore would still retain the second highest
WALT in the LPV sector of 10.8 years on a pro-forma basis, as at 30
September 2019, while also maintaining high occupancy levels of
99.7%.
 Investore’s LFR strategy seeks to reduce lifecycle costs (including
capital expenditure and maintenance expenditure). The Mt Wellington
Shopping Centre and Bay Central Shopping Centre introduce 48 new
specialty retailers to Investore’s portfolio. This is likely to require more
regular leasing activity and potential refurbishment costs in order to
maintain existing or attract new tenants. However, this should be more
than offset by the scale and other operating benefits from the Proposed
Transaction and is reflected in the value of these properties.
Section 6.4
1.4. Conclusion Regarding the Fairness of the Proposed Transaction
Taking all of the key elements of the Proposed Transaction into account, we conclude that the
consideration and terms and conditions are fair to the Investore shareholders not associated with
SPL. When taken as a whole, the Acquisition Properties are consistent with a broader definition of
LFR and provide a number of other strategic benefits. These benefits include enhanced scale,
Investore’s first exposure to the high growth Tauranga market (Bay Central Shopping Centre) and
increased tenant diversification.
Given that the recent share placement component of the Equity Capital Raising received strong
support from existing shareholders in Investore and the dilutive impact of the Proposed Transaction
not occurring (in the absence of alternative acquisition pipeline opportunities), we expect there is a
likely to be high support for the Proposed Transaction.
Shareholders should always consider their own investment objectives before deciding on how they
vote for the Proposed Transaction.

Investore Property Limited – Independent Appraisal Report
Scope of the Report Page | 8
2.0 Scope of the Report
2.1. Regulatory Requirements
2.1.1. NZX Listing Rule Requirements
The Proposed Transaction is subject to rule 5.2 of the NZX Listing Rules. Pursuant to the NZX listing
Rules, Investore may not enter into a Material Transaction with a Related Party (ie. SPL and SHL)
unless that transaction is approved by an ordinary resolution of shareholders not associated with the
Related Party.
A “Material Transaction” for the purposes of the NZX Listing Rules includes the acquisition or
disposal of assets having an aggregate net value in excess of 10% of the average market
capitalisation of the Company. Under the Proposed Transaction, Investore would make a payment of
$140.75 million for the Acquisition Properties, representing approximately 29% of Investore’s average
market capitalisation
4
.
NZX Listing Rule 7.8.8 requires that the notice of special meeting to consider the ordinary resolution
referred to above must be accompanied by an Appraisal Report, prepared by an independent adviser
to opine on the fairness of the transaction to shareholders not associated with the relevant related
party. This report is therefore addressed to the independent directors of Investore for the benefit of
shareholders not associated with SPL.
The report should not be used for any other purpose and should be read in conjunction with the
declarations, qualifications and consents set out in Appendix 2.
2.1.2. Declarations
Pursuant to Listing Rule 7.10.2, we state that:
(i) In our opinion, the consideration and the terms and conditions of the Proposed
Transaction are fair to shareholders of Investore other than those associated with SPL.
The grounds for this opinion are set out in this report;
(ii) We believe that the shareholders entitled to vote on the resolution in relation to the
Proposed Transaction will be provided with sufficient information to understand all relevant
factors and on which to make an informed decision. The two main sources of information
are this report and the Notice of Special Meeting;
(iii) We confirm that we have been provided with all of the information that we believe is
required for the purposes of preparing this report; and
(iv) The material assumptions on which our opinion has been based are clearly set out in the
body of this report.
2.2. Basis of Assessment and Evaluation
The content required to be included in the Appraisal Report pursuant to the NZX Listing Rules is
clearly set out in rule 7.10.2. Among other things, the Appraisal Report must state whether or not the
reporter considers that the terms and conditions of the proposed transaction are “fair” to the
Company’s shareholders other than those shareholders (if any) that may be associated with the
related parties to the transaction. Although there is no statutory definition of “fair” or any specific
guidance provided in the NZX Listing Rules, our assessment of the fairness of the Proposed
Transaction is based on a consideration of:
 The consequences for the existing shareholders if the Proposed Transaction is approved or
not approved; and
 The overall terms of the Proposed Transaction.

4
Based on the 20-day volume weighted average price of Investore shares traded on the NZX up to 18 November
2019, being the last trading day before the announcement of the Proposed Transaction.

Investore Property Limited – Independent Appraisal Report
Scope of the Report Page | 9
Northington Partners has evaluated the Proposed Transaction by reviewing the following factors:
 The assessed value of the Acquisition Properties relative to the consideration being paid;
 The impact of the Proposed Transaction on Investore’s financial metrics such as debt LVR
levels, earnings per share and NAV per share;
 Whether the Acquisition Properties is broadly consistent with Investore’s LFR investment
strategy;
 The impact of the Proposed Transaction on operational factors including the fit with
Investore’s stated investment strategy, as well as the geographic spread, tenant weightings
and weighted average lease terms of the Investore portfolio; and
 Other considerations that may be necessary for shareholders to make an informed decision in
relation to the Proposed Transaction.

Investore Property Limited – Independent Appraisal Report
Overview of the New Zealand Listed Property Sector Page | 10
Office
Industrial
Retail
Other
Auckland
Christchurch
Wellington
Other
3.0 Overview of the New Zealand Listed Property Sector
3.1. Industry Overview
Table 3 summarises the entities operating in the New Zealand listed property sector by size, sector
focus, and geographic focus. The table also highlights that several entities have a primary focus on
one property type; these include PFI and Goodman (industrial), Precinct (office), Vital (medical
properties) and Investore (LFR). The remainder are largely diversified across a combination of
property types.
Table 3: L isted Property Vehicles (“LPVs”) on the NZX
Source: Annual Reports, Company announcements and presentations of each LPV, Capital IQ. Market Capitalisation as of 21
November 2019.
1
Augusta does not directly own an investment property portfolio.
2
Any properties classified as ‘held for sale’ have been excluded from Geographic and Sector Exposure charts
3.2. Key Metrics for each Listed Entity
Table 4 sets out some of the key metrics for each LPV including relative portfolio size, weighted
average lease term (“WALT”), market price relative to net asset value (“NAV”) and gearing levels. All
else being equal, LPVs seek to maximise occupancy, extend the WALT of the portfolio and smooth
the lease expiry profile, while also optimising equity returns through the use of an appropriate level of
gearing. As illustrated in Table 4, Investore exhibits higher occupancy and longer lease terms than
most of its peers and is therefore in a position to maintain a relatively higher gearing (LVR) level.


Entity Entity Type
Market
Capitalisation
Geographic Exposure
2
Sector Exposure
Goodman Trust $2,917m

Kiwi Property Company $2,407m


Precinct Company $2,319m


Vital Company $1,207m


PFI Trust $1,162m


Argosy Company $1,154m


Stride
Property
Group
Stapled
Group
$804m


Investore Company $460m


Augusta
1
Company $126m

N/A

N/A
Asset Plus Company $102m

Investore Property Limited – Independent Appraisal Report
Overview of the New Zealand Listed Property Sector Page | 11
Table 4: Key Metrics for New Zealand LPVs

Entity Portfolio
Value
No. of
Props
Avg.
Property
Value
Portfolio
Cap Rate
Occupancy
Rate
WALT Price
to
NAV
LVR
Kiwi Property $3,324m 12 $277m 6.0% 99.4% 5.1 1.09x 34.0%
Goodman $3,032m 10 $30m 5.3% 99.5% 5.5 1.15x 19.5%
Precinct $2,794m 14 $200m 5.7% 99.0% 9.0 1.19x 29.2%
Vital $1,836m 42 $44m 5.6% 99.4% 18.1 1.14x 42.3%
Argosy $1,778m 59 $30m 6.4% 97.6% 6.0 1.07x 39.1%
PFI $1,368m 94 $15m 6.1% 99.7% 5.7 1.23x 32.4%
Stride $999m 26 $38m 6.4% 98.2% 4.5 1.12x 35.3%
Investore $751m 40 $19m 6.0% 99.7% 11.9 1.05x 40.6%
Asset Plus $182m 4 $46m 7.4% 98.0% 4.2 0.92x 38.0
Average
$1,781m 33 $77m 6.1% 98.9% 7.8 1.11x 34.6%
Source: Annual and interim financial reports, company announcements and presentations of each LPV, Capital IQ. Market data as
of 1 December 2019.
1
Gearing is calculated as net interest-bearing debt / cash (excluding IFRS-16 lease liabilities) and interest rate hedge liabilities /
investment property portfolio value (except in the case of Investore, which is calculated as its LVR).

Figure 1 sets out Investore’s historical price to NAV ratio since its listing on 12 July 2016, along with
the sector average ratio over the same period. This shows that Investore has historically traded at a
discount to the broader property sector since its listing. Having generally traded within a range
between 0.85x and 0.95x over 2017 and 2018, Investore’s multiple of NAV has expanded
significantly over 2019 and currently trades at 1.04x compared to the sector index-weighted average
of 1.11x.
Figure 1: Price to NAV since July 2016 IPO for Investore and the Listed Property Sector (as of 3
December 2019)


Source: Capital IQ, Northington Partners Analysis. LPV average based on index weighted average. No adjustment to Investore’s
NAV has been made for the impact of the recent Equity Capital Raising.


0.80
0.90
1.00
1.10
1.20
1.30
Jul 16Nov 16Mar 17Jul 17Nov 17Mar 18Jul 18Nov 18Mar 19Jul 19Nov 19
Price to NTA
InvestoreLPV Average (Excluding Investore)

Investore Property Limited – Independent Appraisal Report
Profile of Investore Page | 12
4.0 Profile of Investore
4.1. Overview of the Company
Investore is New Zealand’s only listed property company with an investment strategy focussed on the
LFR property sector. LFR properties are generally characterised by:
 Limited number of specialty retail tenants (generally no more than 15) with the anchor tenant
occupying more than 50% of the net lettable area and contributing more than 50% of the
rental income. This ensures the majority of rental income is received from lease arrangements
with nationally recognised retailers.
 The anchor tenant(s) net lettable area is usually more than 2,000 sqm, with specialty tenants
typically occupying more than 150 sqm, although in some limited cases this may be as small
as 60 sqm or less.
 Physically, building improvements which are typically large, free-standing, “big-box” structures
built on concrete slab foundations. The building improvements are relatively modest and
therefore minimise lifecycle maintenance and capital expenditure requirements and are well
serviced by convenient vehicle carparking on-site.
 The potential for some properties to be converted into LFR through asset management
activities, such as change of use, leasing, development and redevelopment initiatives.
Alternatively, the property is located adjacent or adjoining to existing assets which provides
the opportunity for future redevelopment and improved returns to existing LFR properties.
 Property uses which include (but are not limited to) grocery, bulky goods retailing, general
merchandise and convenience retailing.
Investore was incorporated in October 2015 to function as SPL’s investment vehicle for LFR
properties. Investore demerged from SPL on 12 July 2016, simultaneously undertaking an IPO on the
NZX where it raised $185 million in new capital. Prior to the IPO, Investore held 25 properties
consisting of 6 properties which had been transferred from SPL and 19 properties directly acquired
from Antipodean Supermarkets Limited and Antipodean Properties Limited. As part of the
transaction, the Company used the IPO proceeds to partly fund the acquisition of an additional 14
properties from ASX-listed Shopping Centres Australasia (the “SCA Properties”) in July and
September 2016.
Investore is externally managed by SIML, the real estate investment management arm of the stapled
Stride Property Group. At the time of listing Investore through the demerger from SPL, SPL agreed
that while SIML continued to manage Investore, SPL would (except in limited circumstances) hold its
exposure in LFR properties through its shareholding in Investore.
4.2. Property Portfolio
As summarised in Table 5, Investore’s current portfolio comprises 40 properties with an aggregate
value of $750.6 million (as at 30 September 2019). Most of these properties (accounting for 73% of
contracted rent) are supermarkets that are leased by General Distributors, the operator of
Countdown. Other tenants include Bunnings, Foodstuffs (operator of New World and Pak n’ Save),
Mitre 10 and The Warehouse. The portfolio is well diversified geographically with approximately one-
third of the properties (by value) located in Auckland, 16% Wellington and 12% Christchurch with the
remaining located across other regional locations.
Table 5: Property Portfolio Summary by Major Tenant as at 30 September 2019
Anchor Tenant Countdown Bunnings Foodstuffs Mitre 10
The
Warehouse
1
Total
Number of properties
33 3 2 1 1
40
Number of Specialty
Tenants
38 - - - -
38
Property Value (m)
$579 $81 $44 $35 $11
$751
Net Lettable Area (sqm)
136,219 40,433 12,908 12,124 6,433
2

208,116
Occupancy
99.5% 100.0% 100.0% 100.0% 100.0%
99.7%
WALT (Years)


12.6 10.2 10.0 11.2 1.8
11.9

Investore Property Limited – Independent Appraisal Report
Profile of Investore Page | 13
Anchor Tenant Share of
Gross Rental
73% 10% 5% 4% 3%
95%
Specialty Tenant Share
of Gross Rental
5% - - - -
5%
Source: Investore tenancy schedules, Annual Report FY19.
1
Johnsonville Road property (containing both Countdown and The Warehouse as major tenants) has been included in the
Countdown category except for NLA.
2
The Warehouse share of NLA at Johnsonville assumed at 2,084sqm.
Figure 2 shows the lease expiry profile for leases in place as at 31 March 2019. As would be
expected with Investore’s tenants and the LFR focus, the profile is heavily skewed to long-dated
arrangements, with the majority of leases expiring in 11 to 15 years’ time. This means that Investore
has the second longest weighted average lease term in the LPV sector of 11.9 years as of 30
September 2019.

Figure 2: Lease Expiry Profile (by Contract Rental) as at 30 September 2019

Source: Investore Interim Report 2019
4.3. Significant Historical Events
Key milestones in Investore’s history since inception are summarised below.
Date Event
Oct-15 Stride Property Group incorporated Investore as a subsidiary to invest in LFR property. Its initial
holdings are 19 properties that made up the Antipodean Supermarkets Portfolio.
Apr-16 to
Jun-16
SPL transfers six LFR properties to Investore.
Jun-16 Stride Property Group announces the IPO of Investore, alongside the acquisition of the 14 SCA
Properties.
Jul-16 Investore lists on the NZX on 12 July 2017 at $1.49 a share after raising $185 million by way of
IPO. Six of the 14 SCA Properties were acquired simultaneously.
Sep-16 Investore completes the acquisition of the remaining eight SCA Properties.
Nov-17 Investore enters into a conditional agreement to acquire three of SPL's remaining LFR
properties leased to Bunnings.
Apr-18 Investore completes $100 million bond offer with a coupon rate of 4.40%.
Nov-19 Investore completes $65 million share placement and opens $15 million retail offer (with the
ability to accept oversubscriptions of up to $5 million at Investore’s discretion) to fund the
proposed acquisition of the 3 Acquisition Properties from Sride.
Dec-19 Investore completes the retail offer, raising $12.7 million after scaling total applications of $14.6
million.
Source: Investore and Stride Property Group announcements and websites, Capital IQ.
0%
10%
20%
30%
40%
50%
60%
0-56-1011-1516+
Years to Expiry

Investore Property Limited – Independent Appraisal Report
Profile of Investore Page | 14
4.4. Capital Structure and Ownership
As at 4th November 2019 prior to settlement of the share placement under the Equity Capital
Raising, Investore had 260,075,613 ordinary shares on issue. Investore’s shareholder base is
relatively highly concentrated, with the top five shareholders holding 53% of shares on issue. The top
five shareholders as at 4th November 2019 are set out in Table 6.
Table 6: Top 5 Shareholders
Shareholder Shares Held
Shareholding
Percentage
Stride Property Limited 52,091,786 19.90%
ANZ New Zealand Investments Limited 31,861,484 12.25%
Salt Funds Management Limited 23,914,812 9.12%
Accident Compensation Corporation 15,967,374 6.14%
Westpac Banking Corporation 15,697,171 6.04%
Top 5 139,532,627 53.45%
Other Minority Shareholders 120,542,986 46.55%
260,075,613 100.00%
Source: IRESS, NZX Filings
Investore’s largest shareholder is SPL, which retained a 19.9% shareholding following the IPO to
ensure on-going alignment between Investore, SPL and SIML. The other four top shareholders are
fund managers, which collectively own 34% of the shares on issue. There are no other substantial
security holders (those with a beneficial interest of 5% or more). SPL participated in Investore’s
recent share placement to maintain its 19.9% shareholding (post placement but prior to the retail
offer) while Investore’s other substantial shareholders also participated.
4.5. Share Price Performance
Figure 3 summarises Investore’s shareholder return performance for the period between listing (12
July 2016) and 22 November 2019, relative to the NZX Property Gross Index and NZX50 Gross
Index (all inclusive of dividends). The property sector as a whole generally underperformed the
broader market up until late 2018 but has since outperformed. Investore has generally performed in-
line with the sector over most of this period. Since listing, Investore has delivered total annualised
shareholder returns of 10.7%, compared to annualised returns for the NZX Property Gross Index of
11.7% and 13.9% for the NZX50 Gross Index over the same period.
Figure 3: Investore Total Shareholder Return Relative to NZX Property Gross Index (Rebased to 100)

Source: IRESS, Northington Partners. Period starting 11 July 2016 to 3 December 2019.
80
90
100
110
120
130
140
150
160
170
Jul 16Dec 16May 17Oct 17Mar 18Aug 18Jan 19Jun 19Nov 19
Investore Gross ReturnNZX Property Gross IndexNZX50 Gross Index

Investore Property Limited – Independent Appraisal Report
Profile of Investore Page | 15
4.6. Summary Financial Results
4.6.1 Financial Performance
A summary of Investore’s recent financial performance is set out in Table 7 below. This covers the
full years to March 2017, 2018 and 2019 and the first half of 2020.
Table 7: Historical Financial Performance
(NZ$) millions FY2017 FY2018 FY2019 1H2020
Rental Income 37.4 50.4 54.7 27.3
Direct property operating expense (2.4) (6.2) (7.2) (3.2)
Net Rental Income 35.0 44.2 47.4 24.1
Management fees (2.7) (3.7) (4.1) (2.0)
Manager performance fee - - (0.5) (1.0)
Other Operating Expenses (2.0) (1.8) (1.5) (1.0)
Reported profit before net finance costs, fair value
movements and tax 30.4 38.7 41.4 20.1
Net finance costs (13.3) (11.9) (14.4) (7.2)
Unrealised fair value movement on derivative financial instruments - 0.0 (0.1) 0.0
Unrealised fair value movement on investment properties 13.7 23.1 17.2 0.9
Gain on disposal of investment properties - 2.9 - -
Reported profit before tax 30.8 52.9 44.1 13.8
Tax expense (2.3) (6.7) (5.5) (2.8)
Reported profit after tax 28.5 46.2 38.6 11.0
Unrealised fair value on investment properties (13.7) (23.1) (17.2) (0.9)
Gain on disposal of investment properties - (2.9) - -
Net change in fair value of derivative financial instruments - - 0.1 -
Fixed rental expenses (0.9) (1.0) (1.3) (0.6)
Swap break increase 3.7 - - -
Borrowings establishment costs amortisation - 0.3 0.6 0.3
IPO, Demerger and Acquisition transaction costs 0.9 - - -
Reversal of land lease liability movement in investment property - - - (0.1)
Refinancing cost amortisation 0.5 - - -
Deferred tax and other differences (1.3) 1.2 0.2 0.1
Distributable profit after current income tax 17.6 20.5 20.9 9.7
Weighted avg shares (millions) 188.6 261.8 260.9 260.1
Distributable profit per share (cents) 9.35 7.85 8.01 3.74
Earnings per share (cents) 15.12 17.64 14.78 4.22
Dividends per share (cents) 5.35 7.46 7.60 3.80
Sources: Investore annual and interim reports and NZX announcements. Totals may not sum due to rounding.
Note: Investore adopted NZ IFRS-15, revenue from contracts with customers from 1 April 2018 and NZ IFRS-1 6, lease from 1
April 2019. Therefore, comparison with prior years may not be directly comparable.
The main features of Investore’s historic financial performance can be summarised as follows:
 FY2017 understates Investore’s core underlying earnings because the Company only
acquired certain properties from SPL and the SCA Properties part way through the year;
 Net rental income has grown since inception as the property portfolio has grown and through
rental growth;
 Investore’s key performance measure, distributable profit has demonstrated respectable
growth prior to performance fees payable to the manager; and

Investore Property Limited – Independent Appraisal Report
Profile of Investore Page | 16
 As a result of Investore’s strong shareholder returns over the last 12 months, performance
fees were paid to SIML for the first time in 2H2019 ($0.5 million) with a subsequent
performance fee paid in 1H2020 ($1.0 million).
4.6.2 Financial Position
A summary of Investore’s financial position for the period FY2017 until first half 2020 is set out in
Table 8.
Table 8: Historical Financial Position
(NZ$) millions FY2017 FY2018 FY2019 1H2020
Assets


Cash and cash equivalents 4.4 2.2 5.1 1.7
Trade and other receivables 0.4 0.2 0.4 0.1
Deferred tax asset 0.5 0.2 0.8 1.1
Other Assets 0.5 1.3 1.1 1.5
Investment Properties 660.4 738.3 742.1 758.3
Derivative Financial Instruments 2.7 0.6 1.3 2.2
Investment Property held for sale - - 19.0 -
Total Assets 668.9 742.9 769.9 764.9
Liabilities


Trade and other payables 2.3 4.8 4.2 3.6
Derivative financial instruments 0.0 0.9 4.5 7.0
Current tax liability 1.3 1.4 1.3 0.6
Lease liability - - - 7.6
Bank borrowings 260.2 306.9 316.6 303.0
Total Liabilities 263.9 313.9 326.6 321.8
Equity


Share Capital 382.2 382.2 379.6 379.6
Retained Earnings and Reserves 22.8 46.8 63.6 63.5
Total Equity 405.0 429.1 443.2 443.1
Sources: Investore annual and interim reports. Totals may not sum due to rounding.
The main features of Investore’s historic financial position can be summarised as follows:
 Investore’s portfolio has exhibited steady growth since listing through acquisition (including
the 3 Bunnings properties during FY2018) and revaluation gains on investment properties;
 Investore’s LVR (drawn borrowings / value of investment property) as at 30 September 2019
was 40.6% but is expected to reduce to approximately 30.5% on a pro-forma basis following
the recent Equity Capital Raising (assuming total net proceeds of $75.8 million);
 This level of LVR is well below the Investore Board’s stated LVR maximum of 48%. The
current LVR is also well below the financial covenant set by the Company’s lenders, which
requires that the LVR does not exceed 65%;
 Following settlement of the Acquisition Properties, Investore’s pro-forma 1H2020 LVR would
revert back to approximately 41.5%; and
 Investore’s dividend policy of targeting a cash dividend of 95% - 100% of distributable profit
has meant that the majority of the increase in Investore’s equity since establishment has
been derived from unrealised revaluation gains on the value of its investment property.

Investore Property Limited – Independent Appraisal Report
Overview of the Proposed Transaction Page | 17
5.0 Overview of the Proposed Transaction
5.1. Overview of the Proposed Transaction
The Proposed Transaction involves the purchase of the Acquisition Properties for total consideration of
$140.75 million, to be funded through debt utilising Investore’s facilities which is expected to be
reduced by a net $75.8 million following the Company’s recent Equity Capital Raising. Most of the
conditions to the Proposed Transaction have been satisfied with the exception of Investore shareholder
and OIO approval. Shareholder approval is expected to be sought at a special meeting on 16 January
2020 while a decision from the OIO is expected before April 2020. A total deposit of $5 million is
payable by Investore to SPL and SHL if the Proposed Transaction is approved by shareholders, with
the remainder of the purchase price payable on settlement (currently expected 1 April 2020
5
).
The Acquisition Properties comprise three properties with a total net lettable area of 37,708 sqm and
net contract rent of $8.5 million per annum.
Table 9: Acquisition Properties Portfolio Summary
1

1
As at September 2019 unless otherwise indicated.
2
As recorded in the independent valuations undertaken by Savills, assuming certain seismic upgrade and development works have
been completed, and inclusive of vendor rental underwrites.
3
Inclusive of certain rental underwrites from SPL/SHL relating to 4 retail tenancies.
As highlighted in Table 9, each of the Acquisition Properties has a lettable area in excess of 9,000 sqm.
This is consistent with Investore’s current properties which generally range in size of between 3,000 –
14,000 sqm with an average of approximately 5,200 sqm. The Mt Wellington Shopping Centre (NLA of
9,011 sqm) is of similar size and nature to Investore’s existing Countdown Takanini property (NLA of
7,384 sqm, 11 specialty retailers) while Bunnings Carr Road is similar in size to Investore’s existing
Bunnings properties. Bay Central Shopping Centre would represent Investore’s largest asset by area
(NLA of 17,097 sqm) and value ($53.0 million) post the Proposed Transaction.
The Acquisition Properties have been inspected by Investore and reviewed from legal, technical and
environmental aspects as part of the Proposed Transaction. These reviews noted that the properties
are generally well maintained with no deferred maintenance requirements evident and no known
environmental or technical issues (other than certain seismic works SPL is undertaking).
A brief description of each of the Acquisition Properties is provided below.


5
Investore expects settlement of the Acquisition Properties will occur on either the later of 1 April 2020 or the last
day of the month following the date Investore obtains OIO consent (or where that date is less than 10 working days
prior to month end, the last day of the following month)
Property
Anchor
Tenant
Occupancy
NLA
(sqm)
WALT
(years)
Valuation
($000)
2

Contract
Rent
($000)
Market
Cap
Rate
Contract
Yield
Bunnings
Carr Road
Bunnings 100% 11,601 7.4 $48,500 $2,336 4.88% 4.82%
Mt
Wellington
Shopping
Centre
Countdown 100%
3
9,011 3.1 $39,250 $2,616 6.63% 6.66%
Bay Central
Shopping
Centre
Briscoe
Group /
NZ Post
100%
3
17,097 4.2 $53,000 $3,536 6.75% 6.67%
Total/Weighte
d Average

100% 37,708 4.8 $140,750 $8,488 6.07% 6.03%

Investore Property Limited – Independent Appraisal Report
Overview of the Proposed Transaction Page | 18
5.2. Overview of the Acquisition Properties
5.2.1. Bunnings Carr Road, Auckland
Bunnings Carr Road is situated on the southern side of Carr Road in Mt Roskill, Auckland. It occupies a
prime position directly adjacent to State Highway 20 at the eastern end of Carr Road, an established
commercial and retail area between the areas of Royal Oak and Mt Roskill. It covers an area of over
2.7 hectares and has 288 car parks.
Bunnings represents the single tenant occupying a current NLA of 11,601sqm and contributing $2.34
million of net rent with a current lease expiry of February 2027.
Figure 4: Bunnings Carr Road Location
Bunnings Carr Road is being acquired on an “as if complete” basis allowing for required seismic work
on the carpark which will bring the entire property up to at least 67% seismic rating under the New
Building Standard. The required strengthening costs are therefore the responsibility of SPL.
We also note that Bunnings Carr Road has further redevelopment options which includes approved
resource consents to significantly expand the main trade warehouse and timber trade sales areas
(indicatively by approximately 3,000 sqm). We understand that Bunnings has agreed for the works to
proceed subject to timing and final costs. Savills’ valuation for Bunnings Carr Road is based on the
proposed development works taking place (including the incremental rental income) but then deducts
the anticipated costs of the proposed expansion in deriving the current value of the property.
5.2.2. Mt Wellington Shopping Centre, Mt Wellington, Auckland
Mt Wellington Shopping Centre is a convenience retail centre located on the corner of two main roads –
Penrose Rd and Mt Wellington Highway. The property comprises an area of 1.48 hectares and consists
of 491 car parks.

Investore Property Limited – Independent Appraisal Report
Overview of the Proposed Transaction Page | 19
While Mt Wellington Shopping Centre represents a convenient retail centre servicing the immediate
area, there is significant existing and anticipated new competition. Sylvia Park shopping centre
(serviced by a Pak’N Save) is approximately 500 metres to the south and a bulk retail complex
containing Harvey Norman, Briscoes and Rebel Sport is just to the north. Foodstuffs (the owner of
Pak’N Save and New World) have also recently purchased a large 3.3 hectare property just north of Mt
Wellington Shopping Centre on Mt Wellington Highway while General Distributors (the operator of
Countdown) has purchased a large site also within close proximity on the Mt Wellington – Ellerslie-
Panmure Highway intersection. It is likely that these properties will include further supermarket and LFR
offerings intensifying competition for the Mt Wellington Shopping Centre. However, these risks are
reflected in Savills’ market valuation of the property which is also supported by the property’s attractive
location and underlying land value.
Figure 5: Mt Wellington Shopping Centre Location and Site Configuration

Investore Property Limited – Independent Appraisal Report
Overview of the Proposed Transaction Page | 20
Figure 6 below highlights that while Countdown occupies 61% of the NLA of Mt Wellington Shopping
Centre, it contributes about 43% of the rental income. Conversely, Super Cheap Auto and the
remaining 20 specialty tenants comprise 39% of the NLA but contribute 57% of the rental income.
Figure 6: Proportionate Area and Income by Tenant Group: Mt Wellington Shopping Centre
1


1
Metrics as of 30 September 2019. Other national retailers represent tenants occupying between 500 – 2,000 sqm with a nationwide
presence.
5.2.3. Bay Central Shopping Centre, Tauranga
Bay Central Shopping Centre is situated on the northern area of the Tauranga Isthmus, approximately
1km from downtown Tauranga, adjacent to the Mt Maunganui bridge. It covers an area of 3.74 hectares
and consists of 504 car parks.
Figure 7: Bay Central Shopping Centre Location and Site Configuration
Note: map depicts “big box” retail stores in the Tauranga area.

61%
Countdown
8%
Super Cheap Auto
31%
% of NLA
43%
7%
50%
% of Contract Rent

Investore Property Limited – Independent Appraisal Report
Overview of the Proposed Transaction Page | 21


Figure 8 highlights that while Bay Central Shopping Centre’s anchor tenants, Briscoe Group (Briscoes
and Rebel Sport) and NZ Post, occupy 46% of the NLA, they only contribute 32% of the rental income.
Hunting and Fishing, Freedom Furniture and the remaining 25 specialty tenants comprise 54% of the
NLA and 68% of the rental income.
Figure 8: Proportionate Area and Income by Tenant Group: Bay Central Shopping Centre
1


1
Metrics as of 30 September 2019. Other national retailers represent tenants occupying between 500 – 2,000 sqm with a nationwide
presence and the Tauranga Chamber of Commerce.


46%
Rebel
Sport
Briscoes
NZ Post
32%
Anytime Fitness
Chipmunks
Hunting & Fishing
Freedom Furniture
Kitchen Things
Lighting Direct
Chamber of Commerce
22%
% of NLA
32%
36%
32%
% of Contract Rent

Investore Property Limited – Independent Appraisal Report
Assessment of the Proposed Transaction Page | 22
6.0 Assessment of the Proposed Transaction
6.1. Value of the Acquisition Properties
Investore engaged Savills to provide an independent valuation of the Acquisition Properties as of 31
October 2019. A summary of the valuation metrics is set out in Table 10 below.
Table 10: Key Valuation Metrics for Acquisition Properties
1

1
All figures as of 30 September 2019 unless specified otherwise.
2
As recorded in the independent valuations undertaken by Savills, assuming certain seismic upgrade and development works have
been completed, and inclusive of vendor rental underwrites.
Savills has assessed the market values of all the Acquisition Properties on a consistent basis, using the
following valuation approaches:
 Direct capitalisation of market rent with adjustments for contract rent; and
 Discounted cash flows.
Savills has applied capitalisation rates consistent with those applied to similar properties owned by
Investore, after adjusting for factors such as age, occupancy, tenant quality and lease profile of the
property (including the rent review mechanism). Furthermore, the capitalisation rates applied by Savills
are in line with the capitalisation rates implied from recent market transactions for similar properties.
We note that the aggregate assessed value of $140.75 million for the Acquisition Properties is
effectively equivalent to the $131.2 million carrying value reported by SPL as at 30 September 2019
after allowing for the remaining seismic and development works and rental underwrites agreed with
SPL/SHL as part of the Proposed Transaction. The SPL valuations were completed by Colliers (Carr
Road and Mt Wellington Shopping Centre) and CBRE (Bay Central Shopping Centre), and implied an
average capitalisation rate of 6.17% relative to the 6.07% rate implied by the most recent valuations by
Savills on the behalf of Investore. The capitalisation compression between the two valuations largely
reflects the improved value of the Acquisition Properties following completion of the seismic and
development works and the consequence of the rental underwrite for four specialty tenant vacancies.
Table 11 illustrates the valuation and other operating metrics for Investore’s existing portfolio relative to
the weighted average metrics of the Acquisition Properties at the purchase value of $140.75 million.
Table 11: Valuation Metrics of Investore Portfolio Relative to Acquisition Properties at Purchase Value

Existing Investore
Portfolio (as of 30
September 2019)
Acquisition Properties
(as of 30 September
2019)
Pro-Forma Combined
Portfolio
Market Cap Rate 6.04% 6.07% 6.04%
Contract Passing Yield 6.24% 6.03% 6.23%
Valuation / Purchase Value ($m) $750.6 $140.8 $891.4
Occupancy 99.7% 100.0% 99.7%
WALT (years) 11.9 4.8 10.8
NLA (sqm) 208,116 37,708 245,824
Source: Northington Partners.

Bunnings Carr
Road
Mt Wellington
Shopping Centre
Bay Central
Shopping Centre
Total/Weighted
Average
Date Constructed 2000 1980
In stages
between 1960
and 2007
N/A
Net Lettable Area (sqm) 11,601 9,011 17,097
37,709
Net Passing income ($m) $2.34 $2.62 $3.54
$8.49
Occupancy 100.0% 100.0% 100.0%
100.0%
WALT (years) 7.4 3.1 4.2
4.8
Valuation ($m)
2
$48.50 $39.25 $53.00
$140.75
Cap Rate 4.88% 6.63% 6.75%
6.07%
Passing Yield (at Valuation) 4.82% 6.66% 6.67%
6.03%
IRR (10 year) 6.73% 7.73% 7.78%
N/A

Investore Property Limited – Independent Appraisal Report
Assessment of the Proposed Transaction Page | 23
Given the Proposed Transaction has been negotiated on arms-length terms between Investore, SPL
and SHL and the Acquisition Properties are being purchased at their independent market valuation, we
consider the proposed acquisition terms are fair to Investore shareholders not associated with SPL.
6.2. Financial Implications of the Proposed Transaction
We have estimated the pro-forma impact of the Proposed Transaction on Investore’s distributable profit
and 30 September 2019 LVR as summarised in Table 12 based on the following assumptions:
 The Proposed Transaction is effective from 1 April 2020, thereby assuming that the Acquisition
Properties contribute a full year’s earnings for FY2021.
 The Equity Capital Raising of $77.7 million under the placement and retail offer at $1.75 per
share, results in the issue of 44.4 million new Investore shares. Net of issuance costs, the
Equity Capital Raising raises $75.8 million reducing Investore’s pro-forma 1H20 net debt to
$228.9 million and an LVR of approximately 30.5%.
 The full acquisition cost of $140.75 million is subsequently entirely funded by debt. Net
incremental debt is funded at an assumed weighted average cost of approximately 3.0%,
reflecting our assessed cost of funding. This compares to a current yield on Investore’s 2024
NZX listed bonds of 2.86% as of 3 December 2019. Investore’s actual debt funding cost may
differ to this depending on prevailing floating and fixed swap rates and the hedging position
adopted at the time of settlement of the Acquisition Properties.
 Additional management fees of $0.7 million per annum are incurred from the addition of the
Acquisition Properties. This reflects an asset management fee of 0.45% (consistent with
Investore’s management contract with SIML once the portfolio value exceeds $750 million) of
the properties’ value plus a building management fee of $10,000 per property.
 Other incremental annual property related operating expenses (valuation, legal, etc) of
approximately $0.1 million are incurred in relation to the Acquisition Properties.
 The summary earnings and distributable profit exclude any one-off transaction costs
associated with the Proposed Transaction.
 Allowance for tax depreciation on the property improvements and other deferred tax
adjustments of the Acquisition Properties are consistent with Investore’s existing portfolio.
Table 12: Forecast Financial Impact of the Proposed Transaction
(NZ$ millions) Impact of Proposed Transaction
Financial Performance:
Net rental income 8.5

Management fees (0.7)
Other operating expenses (0.1)
Total operating expenses (0.8)

Net finance costs (4.2)
Current tax expense (0.7)
Distributable profit after tax 2.8




Balance Sheet:
30 September
2019
Impact of
Equity Capital
Raising
Pro-Forma
1H20 Post the
Equity Capital
Raising
Impact of
Acquisition
Properties
Pro-Forma
1H20 Post the
Proposed
Transaction
Value of Investment
Properties ($m)
750.6
750.6 140.8 891.4
Borrowings ($m)
304.7 (75.8)
228.9 140.8 369.7
LVR 40.6% 30.5% - 41.5%
Source: Northington Partners’ estimates.

Investore Property Limited – Independent Appraisal Report
Assessment of the Proposed Transaction Page | 24
The estimated key financial impacts of the Proposed Transaction, assessed on a pro-forma basis, are
as follows:
 Distributable profit increases by approximately $2.8 million.
 Based on the incremental distributable profit from the Acquisition Properties, Investore
expects the Proposed Transaction, combined with the recent Equity Capital Raising, will
increase Investore’s FY2021 DPPS by approximately 2.5%
6
relative to budgeted levels of
DPPS prior to the Proposed Transaction and Equity Capital Raising.
 The actual level of earnings accretion may vary depending on the actual date of settlement for
the Acquisition Properties and Investore’s realised incremental funding cost and any other
changes to Investore’s portfolio or capital structure due to other acquisition opportunities.
 If the Proposed Transaction does not occur (because shareholder approval is not obtained),
FY2021 DPPS is likely to be lower than FY2019 DPPS of approximately 8.0 cents and lower
than Investore’s current FY2020 dividend guidance of 7.60 cents per share due to the dilution
impact of the Equity Capital Raising. However, in this scenario, Investore would likely seek
alternative acquisitions utilising its significant debt capacity (pro-forma LVR of 30.5%) to bring
distributable profit (and dividends) back to a similar position as under the Proposed
Transaction (assuming it can identify acquisitions of a similar size and with similar yields).
 LVR levels post the Proposed Transaction are expected to revert to approximately 41.5% (on
a pro-forma basis) consistent with Investore’s LVR prior to the Equity Capital Raising. This
remains within the Investore Board’s stated LVR maximum of 48% and maintains capacity for
further acquisition or development works.
6.3. Strategic Fit
Investore’s strategy is to invest in quality LFR property assets. This was identified as its core strategy at
the time of IPO and is prescribed in Investore’s constitution and management contract with SIML.
Although the definition of LFR may be considered more broadly, some aspects of the Acquisition
Properties fall outside Investore’s current, but generalised, definition. Table 13 highlights key aspects of
the Acquisition Properties relative to Investore’s current LFR investment definition (if a prescriptive
analysis is undertaken).
Table 13: Acquisition Properties’ Fit with Investore LFR Investment Definition

Mt Wellington
Shopping Centre
Bay Central
Shopping Centre
Bunnings Carr Road
Typically large, free-standing,
rectangular, generally single-floor
structures well serviced by car park
facilities
  
Uses include, but are not limited to,
grocery, bulky goods retailing,
factory outlets, general merchandise
and convenience retailing
  
Anchor Tenant(s)’ NLA is typically in
excess of 2,000sqm

Countdown
(5,502sqm)

Briscoe Group
(Briscoes: 2,915sqm;
Rebel: 1,952sqm); and
NZ Post
(2,947sqm)

Bunnings
(11,601sqm)
Single tenants or a limited number of
tenants and generally no more than
15 specialty tenants
×
1 Anchor Tenant
21 specialty tenants
×
2 Anchor Tenants
27 specialty tenants

1 Anchor Tenant

6
DPPS accretion based on calculating Investore’s budgeted DPPS prior to the Proposed Transaction and Equity
Capital Raising against the DPPS including the Proposed Transaction and Equity Capital Raising, excluding any
transaction costs. DPPS following the Proposed Transaction and Equity Capital Raising is calculated on a pro-forma
basis based on the assumptions described and with the associated interest costs of the new interest rate hedging
strategies. The actual level of earnings will vary depending on the actual settlement date and the incremental cost of
debt at settlement.

Investore Property Limited – Independent Appraisal Report
Assessment of the Proposed Transaction Page | 25
The Anchor Tenant(s) occupy >50%
of NLA and contribute >50% of rental
income
×
61% NLA
43% rent
×
46% NLA
32% rent

100% of NLA and rent
Minimise operating and lifecycle
(capital and maintenance
expenditure) costs
  

Includes property or land than is able
to be converted to LFR


 
Includes property or land that is
located adjacent or adjoining that
provides opportunity for future LFR
development
  
The above attributes generally result
in long WALTs
×
(3.1 years)
×
(4.2 years)

(7.4 years)
Although Mt Wellington Shopping Centre and Bay Central Shopping Centre do not necessarily fit all of
the LFR investment criteria, we note the following:
 When the Acquisition Properties are considered within a portfolio context, the anchor tenants
make up greater than 50% of the NLA and rental contribution;
 If the definition of anchor tenants was broadened to consider other major nationally
recognised retailers or service providers with over 500 sqm of NLA, both Mt Wellington
Shopping Centre and Bay Central Shopping Centre would satisfy the 50% NLA and 50%
income test. Such tenants include Super Cheap Auto, Kitchen Things, Chipmunks, Freedom
Furniture, Hunting and Fishing, Anytime Fitness and Lighting Direct;
 When considered more broadly within the property market, the tenants above would often be
included within the definition of LFR;
 International LFR targeted property investment vehicles would likely categorise these
properties as LFR (for example, Aventus Group in Australia); and
 The addition of Briscoe Group (Bay Central Shopping Centre), which has just re-signed a new
10-year lease as part of recent redevelopment works, and the other national tenants above,
provides Investore with greater diversification of retail categories while not exposing it to
fashion or apparel retail.
Consequently, we consider that the Acquisition Properties are consistent with Investore’s strategy to
invest in LFR property, especially when considered from a portfolio perspective contributing scale,
diversification and geographic benefits (described in Section 6.4).
We also note that due to the relationship between Investore and SPL, the management of perceived
and actual conflicts of interest is an integral feature of Investore’s governance practices. Throughout
the negotiation of the Proposed Transaction, the standing conflicts protocols of SIML, as manager of
Investore, were applied in negotiating the Proposed Transaction with SPL. In addition, specific conflicts
protocols were adopted for this transaction and these protocols were reviewed by independent legal
counsel.
Investore implemented the following measures in order to ensure a thoroughly independent process:
 The independent directors of Investore, being Mike Allen and Gráiinne Troute, managed the
negotiation of the sale and purchase agreement with SPL and SHL and had significant
involvement in the due diligence process of the Acquisition Properties;
 Independent valuations on each of the three properties were obtained from Savills for the
benefit of Investore. The valuations support the $140.75 million acquisition price;
 Consistent with the NZX Listing Rules, the property valuer (Savills) were approved as being
independent by NZX;
 Separate legal advisers were appointed for each of Investore, SPL and SIML;
 The standing conflicts protocols between Investore and SIML was adhered to in negotiating
the Proposed Transaction, in addition to separate transaction specific conflict protocols (and
which were independently reviewed); and

Investore Property Limited – Independent Appraisal Report
Assessment of the Proposed Transaction Page | 26
 The independent directors, after thorough review, concluded that the Acquisition Properties
were a positive fit with Investore’s LFR strategy and were value accretive to shareholders.
6.4. Operational Implications of the Proposed Transaction
Figure 9 summarises the impact of the Proposed Transaction on Investore’s portfolio metrics.
Figure 9: Investore Property Portfolio Metrics Pre and Post the Proposed Transaction
1

Metric Pre-Acquisition Acquisition Properties Post-Acquisition
Portfolio Asset Valuation
$750.6 $140.75 $891.4
Number of Properties
40 3 43
Number of Anchor Tenants
5 4 7
Number of Specialty Tenants
38 48 86
WALT (years)
11.9 4.8 10.8
Capitalisation Rate
6.04% 6.07% 6.04%
Passing Yield
6.24% 6.03% 6.23%
Occupancy
99.7% 100.0%
2
99.7%
Tenancy Exposure
3




Geographic Exposure
4



1
Metrics as of 30 September 2019.
2
Inclusive of certain vendor underwrites in relation to four specialty tenancies.
3
Based on gross contracted rental income.
$
Based on property valuations.
As illustrated in Figure 9, the Proposed Transaction:
 Adds critical scale, increasing Investore’s investment property portfolio by approximately 19%
to $891.4 million on a pro-forma basis. These scale benefits should result in reduced
management and administration expenses as a percent of Investore’s investment property
value (management expense ratio) and through increased share liquidity as a consequence of
Investore’s Equity Capital Raising.
 Provides tenant diversification benefits, reducing Investore’s exposure to Countdown while
increasing its exposure to Bunnings and adding a number of new national retailers (Briscoe
Group and Freedom Furniture). On a pro-forma basis, Investore’s reliance on General
Distributors (Countdown) reduces from 73% of contracted rent to 64% following the Proposed
Transaction. Bunnings will increase from approximately 10% to 13% of Investore’s contracted
rental income while specialty retail will increase from approximately 5% to 11%.
 Has negligible impact on the overall capitalisation rate and net passing yield of the Investore
portfolio.
 The Acquisition Properties have 100% occupancy, including an underwrite from SPL/SHL in
relation to four vacant specialty tenancies for a period of two years (approximately 98.2%
without the underwrite), resulting in Investore’s post-acquisition occupancy levels being
maintained at 99.7%.
 Reduces Investore’s overall WALT by just over one year. This impact reflects the different
nature of Mt Wellington Shopping Centre and Bay Central Shopping Centre (being more
convenience-based retail property assets with a larger number of specialty retail tenants) and
10%
73%
12%
5%
28%
13%
16%
44%
13%
64%
13%
11%
62%
38%
37%
13%
10%
40%
33%
16%
12%
40%
AucklandWellingtonCanterburyOther
BunningsCountdownOther Anchor TenantsSpecialty Retail

Investore Property Limited – Independent Appraisal Report
Assessment of the Proposed Transaction Page | 27
is reflected in their market capitalisation rates and valuations. We note that following the
Proposed Transaction, Investore will still retain the second longest WALT in the sector.
 Provides Investore’s initial exposure to the higher-growth Tauranga region and increases its
exposure to the key Auckland market. On a pro-forma basis, Investore’s exposure to Auckland
increases from approximately 33% to 37% (by property value) while reducing its exposure to
Wellington and Canterbury which has been supplemented with new exposure to the Tauranga
market.
6.5. Summary of our Assessment
We suggest that the terms and conditions of the Proposed Transaction are fair to shareholders of
Investore not associated with SPL. This view reflects the following key considerations.
 Strategic Fit: The Proposed Transaction is consistent with Investore’s stated strategic
objectives at the time of its IPO to continue to invest in LFR property. The Acquisition
Properties represent the last of SPL’s LFR properties and the Proposed Transaction is
consistent with Investore’s strategy to acquire quality LFR assets through SIML’s market
coverage. While Mt Wellington Shopping Centre and Bay Central Shopping Centre represent a
different mix of LFR tenants and have shorter WALTs compared to most of the existing
portfolio properties, we believe these shopping centres are broadly consistent with Investore’s
stated definition of LFR property.
 Acquisition Terms: The $140.75 million being paid for the Acquisition is consistent with their
independent valuations of $140.75 million assessed by Savills. Furthermore, the agreed
acquisition price results in portfolio valuation metrics which are consistent with the existing
portfolio, having consideration to differences in location, tenant quality and key lease terms.
 Immediate Financial Impact: The Proposed Transaction is expected to result in an
immediate increase in DPPS. The Equity Capital Raising has provided the debt headroom to
settle the Proposed Transaction while the post-transaction LVR will be maintained at levels
consistent with the levels prior to the Equity Capital Raising (approximately 41.5% on a pro-
forma basis). This remains below Investore’s stated maximum of 48% and is well within
Investore’s covenant limits of 65%.
 Operational Impact: The Proposed Transaction reduces Investore’s exposure to Countdown,
maintains the Company’s relationship with Bunnings and introduces a number of new national
retailers. It also increases Investore’s geographic exposure to the Auckland market and
represents its first investment in the higher-growth Tauranga market.

Investore Property Limited – Independent Appraisal Report
Appendix 1: Sources of Information Used in this Report Page | 28
Appendix 1. Sources of Information Used in this Report
Other than the information sources referenced directly in the body of the report, this assessment is reliant on the
following sources of information:
 Investore’s annual and interim reports.
 Investore’s Product Disclosure Statement (dated 10 June 2016) relating to its IPO.
 Discussions with senior personnel of SIML.
 Documentation for the Proposed Transaction including the sale and purchase agreement, property
valuation reports from Savills and due diligence reports for the Acquisition Properties.
 Investore’s tenancy schedule pre and post the Proposed Transaction.
 Investore’s financial model used for budgeting purposes.
 Draft Notice of Special Meeting.
 Various other documents that we considered necessary for the purposes of our analysis.

Investore Property Limited – Independent Appraisal Report
Appendix 2: Declarations, Qualifications and Consents Page | 29
Appendix 2. Declarations, Qualifications and Consents
Declarations
This report is dated 9 December 2019 and has been prepared by Northington Partners at the request of the
independent directors of Investore to fulfil the requirements of the NZX in relation to the Proposed Transaction.
This report, or any part of it, should not be reproduced or used for any other purpose. Northington Partners
specifically disclaims any obligation or liability to any party whatsoever in the event that this report is supplied or
applied for any purpose other than that for which it is intended.
Prior drafts of this report were provided to Investore for review and discussion. Although minor factual changes to
the report were made after the release of the first draft, there were no changes to our methodology, analysis, or
conclusions.
This report is provided for the benefit of all of the shareholders of Investore (other than SPL) that are being asked to
consider the Proposed Transaction, and Northington Partners consents to the distribution of this report to those
people.
Our engagement terms did not contain any term which materially restricted the scope of our work.
Qualifications
Northington Partners provides an independent corporate advisory service to companies operating throughout New
Zealand. The company specialises in mergers and acquisitions, capital raising support, expert opinions, financial
instrument valuations, and business and share valuations. Northington Partners is retained by a mix of publicly
listed companies, substantial privately held companies, and state-owned enterprises.
The individuals responsible for preparing this report are Greg Anderson B.Com, M.Com (Hons), Ph.D and Jonathan
Burke B.Com (Hons), BCM. Each individual has a wealth of experience in providing independent advice to clients
relating to the value of business assets and equity instruments, as well as the choice of appropriate financial
structures and governance issues.
Northington Partners has been responsible for the preparation of numerous independent reports in relation to
takeovers, mergers, and a range of other transactions subject to the Takeovers Code and NZX Listing Rules.
Independence
Other than other independent roles with Investore, Northington Partners has not been previously engaged by
Investore or (to the best of our knowledge) by any other party to the Proposed Transaction in relation to any matter
for the Proposed Transaction that could affect our independence. None of the Directors or employees of
Northington Partners have any other relationship with any of the directors or substantial security holders of the
parties involved in the Proposed Transaction.
The preparation of this independent report will be Northington Partners’ only involvement in relation to the Proposed
Transaction. Northington Partners will be paid a fixed fee for its services which is in no way contingent on the
outcome of our analysis or the content of our report.
Northington Partners does not have any conflict of interest that could affect its ability to provide an unbiased report.
Disclaimer and Restrictions on the Scope of Our Work
In preparing this report, Northington Partners has relied on information provided by Investore. Northington Partners
has not performed anything in the nature of an audit of that information, and does not express any opinion on the
reliability, accuracy, or completeness of the information provided to us and upon which we have relied.
Northington Partners has used the provided information on the basis that it is true and accurate in material respects
and not misleading by reason of omission or otherwise. Accordingly, neither Northington Partners nor its directors,
employees or agents, accept any responsibility or liability for any such information being inaccurate, incomplete,
unreliable or not soundly based or for any errors in the analysis, statements and opinions provided in this report
resulting directly or indirectly from any such circumstances or from any assumptions upon which this report is based
proving unjustified.
We reserve the right, but will be under no obligation, to review or amend our report if any additional information
which was in existence on the date of this report was not brought to our attention, or subsequently comes to light.

Investore Property Limited – Independent Appraisal Report
Appendix 2: Declarations, Qualifications and Consents Page | 30

Indemnity
Investore has agreed to indemnify Northington Partners (to the maximum extent permitted by law) for all claims,
proceedings, damages, losses (including consequential losses), fines, penalties, costs, charges and expenses
(including legal fees and disbursements) suffered or incurred by Northington Partners in relation to the preparation
of this report, except to the extent resulting from any act or omission of Northington Partners finally determined by a
New Zealand Court of competent jurisdiction to constitute negligence or bad faith by Northington Partners.
Investore has also agreed to promptly fund Northington Partners for its reasonable costs and expenses (including
legal fees and expenses) in dealing with such claims or proceedings upon presentation by Northington Partners of
the relevant invoices.

Investore Property Limited – Independent Appraisal Report
Appendix 2: Declarations, Qualifications and Consents Page | 31
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