Waiver from NZX Listing Rule 2.2.1 to 2.8.1 and 2.10.1

NZX Regulation Decision
Investore Property Limited (NS) (“IPL”)
Application for Waivers from NZX Listing Rules 2.2.1
to 2.8.1 and 2.10.1



20 March 2020

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NZX REGULATION DECISION – 20 March 2020

Background
1. The approval from NZX Regulation (NZXR) for the waivers set out in the decisions below will
not apply if the information provided by IPL is not, or ceases to be, full and accurate in all
material respects.
2. This decision relates to a prior waiver decision granted by NZXR to SML on 10 June 2016 and
amended on 8 September 2017.
3. Capitalised terms which have not been defined in this decision have the meaning given to
them in the NZX Listing Rules (Rules).
4. The information on which this decision is based is set out in Appendix One to this decision.
This decision will not apply if that information is not or ceases to be full and accurate in all
material respects.
5. The Rules to which these decisions relate are set out in Appendix Two to this decision.
Waiver from Listing Rules 2.2 to 2.8
Decision
6. Subject to the conditions in paragraph 7 and on the basis that the information provided by
Investore Property Limited (IPL) is complete and accurate in all material respects, NZXR
grants IPL a waiver from Rules 2.2 to 2.8 to the extent required to allow SIML to exercise, and
to reflect the exercise of, the Appointment Powers.
7. The waiver in paragraph 6 above is subject to conditions that:
a. at any time that SIML has exercised the Appointment Powers, there must be an
independent chairperson of the IPL Board who shall have a casting vote on any Board
resolutions;
b. the Management Agreement is in force;
c. this waiver is disclosed in IPL’s Annual Reports;
d. at any time that SIML has exercised the Appointment Powers, IPL should not count any
votes cast by Stride and its Associated Persons (other than any Director in respect of
Equity Securities owned or held on its behalf in the Director’s personal capacity) on any
resolution to appoint or remove any possible SIML Independent Director;
e. IPL will continue to be identified by a Non-Standard Designation (NS Designation); and
f. the NS Designation is disclosed in IPL’s Offer Documents and its Annual Reports.
Reasons
8. In coming to the decision to provide the waiver set out in paragraph 6 above, NZXR has
considered that:
a. the conditions on which these waivers were initially granted have ensured that the market
and the shareholders of IPL are aware of these waivers – IPL clearly and fully disclosed
the effect of the waivers in the prospectus at the time of its IPO, IPL bears a NS
designation, and IPL discloses its reliance on these waivers in each Annual Report;

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b. the proposed conditions provide comfort to NZXR that:
i IPL will continue to disclose the effect of the waivers to shareholders of IPL, and the
wider market; and
ii if the Management Agreement ceases to apply, Directors appointed by SIML will be
removed as Directors;
c. the Appointment Powers have been in place prior to IPL’s listing - NZXR notes that it is
reasonable to consider that all current shareholders of IPL have either acquired shares in
the IPL IPO, or acquired IPL shares on-market, with the knowledge of SIML’s Appointment
Powers, and that this knowledge has been incorporated into investor expectations and
the pricing of IPL’s shares;
d. IPL’s constitution requires that there must be at least two SIML Independent Directors on
the IPL Board (where the Board comprises four Directors) or three SIML Independent
Directors (where the Board comprises five Directors). In each case, one of the SIML
Independent Directors must be the chairperson, and will hold a casting vote in the event
of any deadlock. This structure provides independent representation on the IPL Board;
and
e. to require fundamental changes to IPL governance arrangements could potentially cause
disruption in the market of IPL shares, and uncertainty for IPL shareholders.
Waiver from Listing Rule 2.10.1
Decision
9. Subject to the conditions in paragraph 10 below, and on the basis that the information provided
by IPL is complete and accurate in all material respects, NZXR grants IPL a waiver from Rule
2.10.1 to the extent that IPL Directors are restricted from voting on a resolution on the grounds
that they are “interested” (as defined in Rule 2.10.1) in the matter, solely due to being Directors
of SIML but for no other reason.
10. The waiver in paragraph 9 above is provided on the following conditions:
a. at any time that SIML has exercised the Appointment Powers, there must be an
independent chairperson on the IPL Board who shall have a casting vote on any Board
resolutions;
b. at any time that a new person is appointed to the IPL Board, each of IPL’s Directors shall
certify to NZXR that any Board resolution that they approve will, in their opinion, be in what
the Director believes to be the best interests of IPL (if they have not done so yet); and
c. this waiver is disclosed in IPL’s Annual Reports; and

d. any Directors appointed by SIML shall be identified in IPL’s Offer Documents, and its
Annual Reports.
Reasons
11. In coming to the decision to provide the waiver set out in paragraph 6 above, NZXR has
considered that:
a. IPL has submitted, and NZXR has no reason not to agree, that the purpose of the
Appointment Powers is to align the day to day management of IPL by SIML and IPL’s

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strategic direction as determined by the IPL Board as much as possible by ensuring that
the SIML Board is as fully informed as practicable about the IPL Board’s views. This is
important given IPL’s narrow investment mandate, requiring that SIML has line of sight over
transactions that are proposed in order for SIML to comply with its obligations under the
Management Agreement;
b. due to the nature of the arrangement between SIML and IPL, the interest that is created by
the SIML appointed Directors being Directors of SIML would, but for this waiver, prevent
the SIML appointed Directors voting on Board resolutions in relation to the governance of
IPL. If not for this waiver, the purpose of having Directors appointed by SIML on the IPL
Board would be frustrated;
c. NZXR takes comfort that under the Management Agreement there are sufficient safeguards
against potential conflicts, including the Conflicts Policy. Further, any Directors appointed
by SIML will be required to meet their fiduciary duties to IPL when voting on resolutions. All
IPL Directors will also be required, under the condition at 10(b) above, to certify that they
will vote in what they believe to be the best interests of IPL; and
d. shareholders’ interests will be protected through the requirement that, if SIML has exercised
its Appointment Powers, there must be at least two SIML Independent Directors (where the
Board comprises four Directors) or three SIML Independent Directors (where the Board
comprises five Directors), in each case where one of whom must be the chairperson, who
will hold a casting vote. This structure will provide independent representation on the IPL
Board, and protection for investors in the situation where the SIML Directors are voting on
matters in which they may be interested, if SIML has exercised its Appointment Powers.

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Appendix One
Background
1. Investore Property Limited (IPL) is a Listed Issuer with ordinary shares quoted on the NZX
Main Board, and initially listed on the NZX Main Board on 12 July 2016.
2. Stride Property Group (SPG) is a stapled group, comprising Stride Property Limited (Stride)
and Stride Investment Management Limited (SIML), with the shares of Stride and SIML stapled
and quoted together as a stapled security on the NZX Main Board. Stride is a listed portfolio
investment entity that invests in New Zealand office, retail, and industrial property. SIML is a
real estate investment manager.
3. Stride and SIML have an identical set of Directors.
4. In November 2015, IPL (a wholly-owned subsidiary of Stride at the time) acquired nineteen
large format retail properties (LFR Properties) from Antipodean Supermarkets Limited and
Antipodean Properties Limited on an arm’s length and commercial basis.
5. IPL acts in a narrow investment mandate, investing in LFR Properties, and has no employees.
IPL is managed by SIML via a management agreement dated 10 June 2016 (as amended on
or around 8 September 2017) (the Management Agreement) under which SIML manages
IPL’s entire property portfolio.
6. Upon IPL’s Listing and Quotation, Stride held approximately 19.9% of IPL’s ordinary shares
on issue and as at the date of this waiver holds approximately 19.4% of IPL’s ordinary shares
on issue. SIML does not hold any of IPL’s ordinary shares on issue.
Waiver from Rules 2.2 to 2.8 – Further Background
7. Under the terms of IPL’s constitution:
a. the IPL Board must not at any time be more than five or less than four Directors;
b. SIML shall have the right to appoint two (but not less than two) Directors and to remove
any such Director and appoint another person as a Director in his or her place (the
Appointment Pow ers);
c. at any time SIML has exercised the Appointment Powers, two Directors (where the
Board is to comprise four Directors) or three Directors (where the Board is to comprise
five Directors), who are independent of SIML (the SIML Independent Directors), are to
be elected and removed by IPL’s shareholders by ordinary resolution. IPL will likely also
deem the SIML Independent Directors to be Independent Directors under the Rules
(Independent IPL Directors);
d. a SIML Independent Director will mean that:
i the Director is not an Associated Person (as defined in the Rules) of any of the
following:
1 SIML; or
2 a person who holds or controls more than 25% of the ordinary shares of SIML;
or

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3 a related company of a person who holds or controls more than 25% of the
ordinary shares of SIML; or
ii the Director was not appointed by SIML under the Appointment Powers;
iii the Director is not an executive officer of SIML and has no Disqualifying Relationship
with SIML; or
iv pursuant to any Ruling or other written consent of NZX, the Director is to be treated
as being independent of SIML (a SIML Independent Director).
e. at any time that SIML has exercised the Appointment Powers, one of the Independent IPL
Directors shall be the chairperson of the IPL Board (Independent Chairperson);
f. at any time that SIML has exercised the Appointment Powers;
i the Independent Chairperson shall have a casting vote on any Board resolutions;
ii the IPL Board may appoint additional Directors to fill any casual vacancy (subject to
the maximum number of Directors specified at 7a above). Any Board appointed
Director would be required to retire from office at the next annual meeting of IPL’s
shareholders (which is also in accordance with Rule 2.7.1);
iii any Director appointed by SIML shall not be required to:
1 be elected by IPL’s shareholders for the purposes of Rules 2.3.1 and 2.3.2;
2 be required to retire from office at IPL’s next annual meeting for the purposes of
Rule 2.7.1;
3 obtain the consent of a majority of the IPL Board before appointing any other
person to act as an alternate Director for the purposes of Rule 2.5.1;
4 be removed from office, for the purposes of Rule 2.8.1; and
5 retire, for the purposes of Rule 2.7.1;
iv SIML and is Associated Persons (other than any Director in respect of Equity Securities
owned or held on its behalf in the Director’s personal capacity) will not be able to vote
on any shareholder resolutions for the election, or removal, of any possible SIML
Independent Directors;
v IPL’s Board must have at least two SIML Independent Directors (where the IPL Board
comprises four Directors) or three SIML Independent Directors (where the IPL Board
comprises five Directors); and
vi IPL’s shareholders can elect up to three directors who must be SIML Independent
Directors for election.
8. The quorum for IPL Board meetings will be three Directors.
9. The Appointment Powers shall be preserved (unless and until the Appointment Powers have
been removed in IPL’s constitution by a special resolution of IPL’s shareholders). Waiver from
Rule 2.10.1 – Further Background
10. As SIML may receive fees, or increase fees under the Management Agreement, an IPL
Director who is also a SIML Director may be “interested” in any matter involving SIML, as he

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or she would be “a party to, or will or may derive a material financial benefit from, the
transaction...”.
11. Where a Director is “interested” for the purposes of Rule 2.10.1, the Director shall not vote on
a Board resolution, and it shall not be counted in the quorum for the purposes of consideration
of that matter.
12. The Management Agreement contains safeguards against potential conflicts which SIML may
face. In particular, SIML has adopted a conflicts policy and acquisition and leasing protocols
(Conflicts Policy) which sets out SIML’s procedures for managing conflicts which may arise
by virtue of its role as manager for IPL, Stride, Diversified NZ Property Trust, and potentially
other property investment vehicles. The Management Agreement sets out that:
a. SIML is to act in accordance with the Conflicts Policy; and
b. SIML may not amend the Conflicts Policy without the prior written consent of IPL (which
consent cannot be unreasonably withheld or delayed) unless it considers (acting
reasonably and in good faith) that the interests of IPL will not be materially prejudiced by
the amendment.

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Appendix Two
NZX Listing Rules
Rule 2.2 Appointment of Directors
2.2.1 A person may be appointed as a Director of the Issuer by:

(a) appointment by the Board, if permitted by the Governing
Document of the Issuer,
(b) nomination and appointment at an Issuer’s annual or special
meeting of Equity Security holders in accordance with Rule 2.3,
(c) appointment by an Equity Security holder, as contemplated in
Rule 2.4, or
(d) appointment as an alternate Director under Rule 2.5.
Rule 2.3 Director Nominations and Appointment
2.3.1 No person (other than a Director retiring at the meeting) may be elected
as a Director at a meeting of an Issuer’s Equity Security holders unless
that person has been nominated by an Equity Security holder who will
be entitled to attend and Vote at the meeting if he, she or it continues to
hold Equity Securities on the date on which the entitlement to attend and
Vote at the meeting is determined.
2.3.2 An Issuer must comply with the following Director nomination process:
(a) the closing date for nominations must be no more than two
months before the date of the relevant meeting at which the
election is to take place,
(b) the closing date for nominations must be announced to the
market at least 10 Business Days prior to such closing date,
(c) there must be no restriction on who may be nominated as a
Director, unless:
(i) the Governing Document requires Directors to hold
certain Financial Products to qualify as a Director, or
(ii) applicable legislation restricts who may be a Director of
the Issuer,
(d) subject to (c) above, there must be no precondition to the
nomination of a Director other than compliance with the time
limits in this Rule, and
(e) details of all nominations received prior to the closing date (and
not later withdrawn) must be included in the notice of the relevant
meeting.

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Rule 2.3.3 Each resolution of the holders of Equity Securities to appoint, elect or re-
elect a Director must be for the appointment, election or re-election of
one Director only.
Rule 2.4 Equity Holder appointment rights
2.4.1 The Governing Document may give an Equity Security holder the right
to appoint one or more Directors (and to remove any Director so
appointed), provided:
(a) the appointment does not result in the proportion of such
Directors to the total number of Directors (excluding alternate
Directors) exceeding the proportion of total Votes attaching to the
Equity Securities in the Issuer held by the appointer, and
(b) if the appointer exercises its right to appoint one or more
Directors with such Director remaining in office at the time of the
election of other Directors, the appointer must not also Vote upon
the election of other Directors.
Rule 2.5 Alternate Directors
2.5.1 No Director may appoint an alternate Director to act for him or her except
with the consent of a majority of his or her co-Directors. The alternate
appointment may be revoked by the appointing Director or by a majority
of the Board. A Director may not act as alternate for another Director. No
Director may appoint a deputy or agent otherwise than as an alternate
Director.
Rule 2.6 Independence of Directors
2.6.1 The Board must identify which Directors it has determined to be
Independent Directors, having regard to the non-exhaustive factors
described in the NZX Corporate Governance Code that may impact
director independence.
2.6.2 The determination under Rule 2.6.1 as to whether a Director is an
Independent Director must be made and released through MAP no later
than 10 Business Days after any Director’s initial appointment.
2.6.3 If, at any time, the Board makes a determination regarding a Director’s
independence that differs from the position most recently released
through MAP (for example, than an Independent Director is no longer
independent), such determination must be promptly and without delay
released through MAP.
2.6.4 The Issuer is responsible for ensuring that Directors provide sufficient
information to the Board to make a determination under Rule 2.6.1.
Rule 2.7 Rotation of Directors
2.7.1 A Director of an Issuer must not hold office (without re-election) past the
third annual meeting following the Director’s appointment or 3 years,
whichever is longer. However, a Director appointed by the Board must

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not hold office (without re-election) past the next annual meeting
following the Director’s appointment.
2.7.2 Rule 2.7.1 does not apply to Directors appointed by an Equity Security
holder under Rule 2.4.
Rule 2.8 Removal of Directors
2.8.1 All Directors (other than a Director appointed by an Equity Security
holder under Rule 2.4) must be subject to removal from office by
Ordinary Resolution.
Rule 2.10 Interested Directors
2.10.1 A Director must not vote on a Board resolution for, or be counted in a
quorum for the consideration of, any matter in which that Director is
interested. For this purpose, the term “interested” bears the meaning
assigned in section 139 of the Companies Act 1993. If the Issuer is not
a company registered under that Act, the reference to the “company” in
that section will be read as a reference to the Issuer.
2.10.2 Notwithstanding Rule 2.10.1, a Director of an Issuer incorporated under
the Companies Act 1993 may vote on a Board resolution for, and be
counted in a quorum for the consideration of, a matter in which that
Director has an interest, if the matter:
(a) is one in respect of which Directors are expressly required under
that Act to sign a certificate, or
(b) relates to the grant of indemnity under section 162 of that Act.