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Share Purchase Plan Offer Opens

Capital Raise4 May 2020IPLReal Estate

25914570
IMMEDIATE – 5 May 2020






25914570

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This is an important document. You should
read the whole document before deciding

whether to subscribe for shares. If you have

any doubts as to what you should do, please

consult your broker, financial, investment or

other professional adviser.

This Offer Document may not be distributed

outside New Zealand.

NOT FOR RELEASE OR DISTRIBUTION


IN THE UNITED STATES

Go to www.shareoffer.co.nz/investore

for more information and to apply online.

5 May 2020

Share

Purchase Plan

Offer Document

Contents
Important Information

Chair’s Letter

Key Details

Key Dates

Questions and Answers

Terms and Conditions

Glossary

Directory

1

3

5

6

7

11

14

16

Investore Property Limited Share Purchase Plan Offer
1

Important

Information

General information

This Offer Document has been prepared by Investore

Property Limited (Investore) in connection with an offer

of new ordinary shares (Offer Shares) under a share

purchase plan (the Offer).

The Offer is made to Eligible Shareholders under the

exclusion in clause 19 of Schedule 1 of the Financial

Markets Conduct Act 2013 (FMCA) and in reliance on a

class waiver and ruling issued by NZX Regulation dated

19 March 2020 and a waiver issued by NZX Regulation in

favour of Investore dated 29 April 2020. The effect of the

NZX Waivers in the context of the Offer is to amend the

definition of ‘Share Purchase Plan’ under the Listing Rules

to permit an offer of NZ$50,000 to each registered holder

(or beneficial holder) in New Zealand under the Offer

without shareholder approval.

This Offer Document is not a product disclosure statement

or prospectus for the purposes of the FMCA or any other

law, and does not contain all of the information which

may be required in order to make an informed investment

decision about the Offer or Investore.

Further important information

A presentation providing further important information in

relation to Investore and the Offer has been published by

Investore on 29 April 2020 (the Investor Presentation).

A copy of the Investor Presentation and other information

released on 29 April 2020 are available at www.nzx.com

under the ticker code “IPL”.

The Investor Presentation describes the rationale for the

Offer and explains in more detail the expected impact of

the Offer on Investore’s financial position, including a non-

exhaustive summary of certain key risks associated with

Investore and the Offer.

You should read the Investor Presentation in full, as it

contains important information to assist you in making an

investment decision in respect of the Offer. In particular,

you should read and consider pages 19 and 20 of the

Investor Presentation (Key risks) before making an

investment decision.

Additional information available under

continuous disclosure obligations

Investore is subject to continuous disclosure obligations

under the Listing Rules. Market releases by Investore are

available at www.nzx.com under the ticker code “IPL”.

You are strongly cautioned not to place undue reliance

on any forward-looking statements such as indications of,

and guidance on, future earnings and financial position

and performance in any market releases made by

Investore, particularly in light of the current economic

climate and the significant volatility, uncertainty and

disruption caused by the outbreak of COVID-19.

In particular, Investore recommends that you read its

market announcements (together with the materials

attached to those announcements) regarding:

• the Offer released on 29 April 2020 (including

the Investor Presentation accompanying that

announcement);

• the update on Investore’s property valuations,

acquisition and other business update released on

28 April 2020;

• the business update released on 27 March 2020; and

• Investore’s most recent annual report (for the year

ended 31 March 2019) and its interim report (for the

six months ended 30 September 2019), noting that

these documents were published prior to the outbreak

of COVID-19.

Investore may, during the Offer, make additional releases

to NZX. Shareholders should monitor Investore’s market

announcements during the period of the Offer.

No release by Investore to NZX will permit an applicant

to withdraw any previously submitted Application without

Investore’s prior written consent, whether or not there has

been any permissible variation of the Offer.

Market risk

The market price for the Shares may change materially

between the date this Offer opens, the date you apply for

Offer Shares under the Offer, and the date on which the

Shares are allotted to you. This is particularly the case

given the wide fluctuations and volatility in the share

prices for many listed companies in recent times due to

the continuing impacts of COVID-19. There is no certainty

that this recent volatility will not continue or worsen, which

could have a materially adverse impact on the share price

for Investore. Accordingly:

• the price paid for Offer Shares may be higher or

lower than the price at which Shares are trading on the

NZX Main Board at the time Shares are issued under

the Offer;

• the market price of Offer Shares following allotment

may be higher or lower than the Issue Price; and

Investore Property Limited Share Purchase Plan Offer
2

• it is possible that up to or after the Allotment Date you

may be able to buy Shares at a lower price than the

Issue Price.

Withdrawal and date changes

Subject to compliance with all applicable laws, Investore

reserves the right at its absolute discretion to withdraw all

or any part of the Offer and to alter the dates set out in this

Offer Document.

Non-Standard designation

Investore has been designated as a “Non-Standard” (NS)

issuer by NZX Limited (NZX).

Offering restrictions

This Offer Document is intended for use only in connection

with the Offer to Eligible Shareholders with a registered

address in New Zealand. This Offer Document does not

constitute an offer or invitation in any place in which, or to

any person to whom, it would not be lawful to make such

an offer or invitation.

No action has been taken to permit a public offering of the

Offer Shares in any jurisdiction outside New Zealand. The

distribution of this Offer Document in a jurisdiction outside

New Zealand may be restricted by law and persons who

come into possession of it (including nominees, trustees or

custodians) should seek advice on and observe any such

restrictions. Any failure to comply with such restrictions

may contravene applicable securities law. Investore

disclaims all liability in respect of any such contravention

by any other person.

No person may subscribe for, purchase, offer, sell,

distribute or deliver the Offer Shares, or be in possession

of, or distribute to any other person, any offering material

or any documents in connection with the Offer Shares, in

any jurisdiction other than in compliance with all applicable

laws and regulations. Without limiting the foregoing, this

Offer Document may not be sent into or distributed in the

United States.

Decision to participate in the Offer

The information in this Offer Document does not constitute

a recommendation to acquire or invest in Offer Shares

and is not financial product advice to you or any other

person. This Offer Document has been prepared without

taking into account your investment objectives, financial or

taxation situation or particular needs or circumstances.

Before deciding whether to invest in Offer Shares, you

must make your own assessment of the risks associated

with an investment in Investore (including the inherent

uncertainties as to the impact of COVID-19 and the

summary of key risks on pages 19 and 20 of the Investor

Presentation (Key risks)), and consider whether such an

investment is suitable for you having regard to publicly

available information (including the Investor Presentation),

your personal circumstances and following consultation

with a financial or other professional adviser. Please read

this Offer Document carefully and in full before making

that decision.

No guarantee

No person named in this Offer Document (nor any other

person) guarantees the Offer Shares to be issued pursuant

to the Offer or warrants the future performance of

Investore or any return on any investment made pursuant

to this Offer Document.

Privacy

Any personal information you provide in your Application

will be held by Investore and/or the Registrar at the

addresses set out in the Directory. Investore and/or the

Registrar may store your personal information in electronic

format, including in online storage on a server or servers

which may be located in New Zealand or overseas. This

information will be used for the purposes of administering

your investment in Investore.

This information will only be disclosed to third parties with

your consent or if otherwise required by law. Under the

Privacy Act 1993, you have the right to access and correct

any personal information held about you.

Enquiries

Enquiries about the Offer can be directed to an NZX

Primary Market Participant, or your solicitor, accountant or

other professional adviser. If you have any questions about

how to apply online or complete the Application Form,

please contact the Registrar as set out in the Directory.

Times, currency and laws

Unless otherwise stated, all references in this Offer

Document to times and dates are to times and dates

in New Zealand, all references to currency are to New

Zealand dollars, and all references to applicable statutes

and regulations are references to New Zealand statutes

and regulations.

Defined terms

Capitalised terms used in this Offer Document have the

specific meaning given to them in the Glossary at the back

of this Offer Document or in the relevant section of this

Offer Document.

Investore Property Limited Share Purchase Plan Offer
3

Investore equity raising

On 29 April 2020 we announced plans to raise approximately NZ$100 million of new equity through a placement

of new shares (Placement) of NZ$85 million and a share purchase plan (the Offer) of up to NZ$15 million (with the

ability to accept up to NZ$5 million of additional applications at Investore’s discretion) (the Capital Raising).

The Placement was completed on 29 April 2020 and successfully raised NZ$85 million.

On behalf of the Board, it is my pleasure to invite you to participate in the Offer. This opportunity gives all eligible

shareholders in New Zealand the opportunity to purchase up to NZ$50,000 of new shares (Offer Shares) in

Investore (subject to scaling if total demand exceeds our requirements) without incurring brokerage or other

transaction costs, at a price to be determined, as described in the section of this Offer Document titled Key Details

on page 5.

The new shares are expected to be allotted on or around 20 May 2020. They will rank equally with existing shares at

that date and will be eligible for any dividends declared by Investore after the allotment date.

If you do not participate in the Offer, your percentage shareholding in Investore will be diluted. Even if you do

participate in the Offer, your percentage shareholding in Investore may be diluted.

Purpose of Capital Raising

The Capital Raising is being undertaken to provide funding flexibility to continue Investore’s strategy to grow its

portfolio, positioning it well to secure investment opportunities that may arise, and continue its objective of maximising

distributions and total returns to shareholders over the medium to long term.

Investore’s focus on large format retail property has meant it has a resilient portfolio in the current environment, with

a high proportion of Investore’s tenants comprising “Essential Businesses” based on the advice published by the

Government on the covid19.govt.nz website. These Essential Businesses have been permitted to remain open and

trading at all COVID-19 alert levels to date. Of those tenants who have been required to close under Alert Level 4,

only a limited number are contractually entitled to a reduction in or abatement of their rent.

This resilience means that Investore is well placed to withstand the impacts of COVID-19 on it and its business.

Following completion of the Capital Raising, and assuming gross proceeds of NZ$100 million is raised under the

Offer, Investore will have a pro forma loan to value ratio of 30.9% (taken as at 31 March 2020, assuming the Capital

Raising had been completed at that date and Investore had settled the acquisition of three assets from

Stride Property Limited as at that date - settlement occurred on 30 April 2020). Investore expects, following the

Capital Raising, to have over NZ$143 million of bank facility head room available, enabling Investore to continue its

growth strategy and support its commitment to maximise distributions and total returns to investors over the medium

to long term.

Impact of COVID-19

While Investore’s portfolio is well placed to weather the impacts of COVID-19, it is not immune to these impacts

and to the impact of the general economic climate. Investore will continue to respond to the challenges facing it,

but there is no certainty as to the severity or likelihood of any unforeseen impacts arising as a result of COVID-19,

nor whether any mitigating action can be taken or, if taken, will be effective. Investors should consider the risk of

COVID-19 and other risks when deciding whether to invest in additional Shares in Investore as part of this Offer.

Chair’s Letter

Dear Shareholder,

Investore Property Limited Share Purchase Plan Offer
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For more information on the risks associated with COVID-19 and certain other key risks affecting Investore’s

business, shareholders should read the Investor Presentation and particularly pages 19 and 20 (Key risks) which

sets out a description of these key risks.

How you can participate in the Offer

Participation in the Offer is optional, and shareholders have the option to apply for as many or as few Offer Shares

as they want, up to the cap of NZ$50,000 per shareholder. If the Offer is oversubscribed, applications will be

scaled by reference to existing shareholdings on 28 April 2020 (being the Record Date for the Offer). We encourage

you to read the Offer Document and seek investment advice from a suitably qualified professional adviser before you

consider investing.

If you decide to participate in the Offer, please complete either the physical Application Form accompanying this

Offer Document or an online application at www.shareoffer.co.nz/investore by 5.00pm (NZ time) on 14 May 2020.

Online applications at www.shareoffer.co.nz/investore are strongly encouraged given the likelihood of delays with

the postal system at this time.

Instructions on how to make payment can be found in the Application Form and Offer Document or on the Offer

website at www.shareoffer.co.nz/investore.

Further information

We encourage you to read through all of Investore’s recent announcements, particularly the Investor Presentation

and other materials released on 29 April 2020 at www.nzx.com under the ticker code “IPL”. In particular, you should

read and consider pages 19 and 20 of the Investor Presentation (Key risks) for a non-exhaustive summary of certain

key risks associated with Investore and the Offer, including the inherent uncertainties as to the impact of COVID-19,

before making an investment decision. You can also access information, including the Investor Presentation and

announcements regarding the Offer, on the following website at www.shareoffer.co.nz/investore.

If you have any questions about the Offer or how to complete your Application Form, please call the Investore

Offer Information Line on 0800 650 034 (toll free within New Zealand) from 8.30am to 5.00pm Monday to Friday

(excluding public holidays), or contact your financial adviser or other professional adviser.

The directors of Investore who are shareholders in the company have all indicated that they intend to participate in

the Offer.

On behalf of the Board, thank you for your continued support, and we welcome your consideration of, and

participation in, the Offer. We hope for the good health and wellbeing of all our shareholders during this

challenging time.

Yours sincerely,

Mike Allen

Chair

Investore Property Limited

Investore Property Limited Share Purchase Plan Offer
5

Key Details

Equal participation

Each Eligible Shareholder has the right to apply for the same dollar amount

of Offer Shares and on the same terms and conditions as each other Eligible

Shareholder.

Application amount

You can apply for a dollar amount of Offer Shares up to a maximum value of

NZ$50,000 of Offer Shares.

Investore is accepting Applications for up to NZ$15 million of Offer Shares

in aggregate (with the ability to accept up to NZ$5 million of additional

Applications at Investore’s discretion). Applications may need to be scaled

depending on the Applications received. Any scaling of Applications will be

carried out in accordance with clause 9 of the Terms and Conditions.

Issue Price

The lower of:

(a) NZ$1.65 per Offer Share (representing a 6.8% discount to Investore’s

closing share price of NZ$1.77 on NZX on 28 April 2020 (being the last

trading day before the Placement was announced) and which is the same

price paid by investors in the Placement); and

(b) a 2.5% discount to the volume weighted average market price of the

Shares over the five business day period prior to the Closing Date.

No underwriting

The Offer is not underwritten.

When to apply

Applications must be received by 5.00pm (NZ time) on the Closing Date

(14 May 2020, unless extended).

How to apply

Eligible Shareholders may apply online at www.shareoffer.co.nz/investore

or by completing and returning the personalised Application Form

accompanying this Offer Document together with payment, in accordance

with the instructions.

Eligible Shareholders are strongly encouraged to apply online at

www.shareoffer.co.nz/investore given the likelihood of delays with

the postal system at this time.

Receiving your Offer Shares

You will receive your Offer Shares on the Allotment Date (20 May 2020,

unless extended).

Countdown, Rolleston
Investore Property Limited Share Purchase Plan Offer

6

Key Dates

*

5.00pm on 28 April 2020

Record Date

The date on which Eligible Shareholders

are determined.

5 May 2020

Opening Date

Offer documents sent to Eligible Shareholders.

Offer opens.

14 May 2020

Closing Date

Offer closes. Applications (with payment)

must be received by 5.00pm.

15 May 2020

Issue PriceIssue Price announced.

20 May 2020

Allotment Date and

commencement of trading

on the NZX Main Board

Offer Shares are expected to be allotted and

commence trading on the NZX Main Board.

25 May 2020

Despatch Date

Transaction confirmation despatched to

participating Eligible Shareholders.

DateEvent

* Subject to the Listing Rules. Investore reserves the right to alter the key dates, subject to applicable laws and the Listing Rules.

Investore reserves the right to withdraw the Offer at any time prior to the issue of the Offer Shares at its absolute discretion.

Investore Property Limited Share Purchase Plan Offer
7

These Questions and Answers are a summary only and

you should refer to the attached Terms and Conditions for

further information.

1. What is the Offer?

The Offer allows Eligible Shareholders to purchase

Offer Shares without incurring brokerage or other

transaction costs. Investore is inviting Applications for

up to NZ$15 million of Offer Shares in aggregate (with

the ability to accept up to NZ$5 million of additional

Applications at Investore’s discretion).

All Offer Shares will be of the same class as, and rank

equally with, all Shares currently on issue. It is a term

of the Offer that Investore will take any necessary

steps to ensure that the Offer Shares are immediately

after issue quoted on the NZX Main Board.

2. What will the proceeds be used for?

The Offer, together with the Placement, is being

undertaken to provide funding flexibility to continue

Investore’s strategy to grow its portfolio, positioning it

well to secure investment opportunities that may arise,

and continue its objective of maximising distributions

and total returns to shareholders over the medium to

long term.

The proceeds of the Capital Raising will be used, in the

immediate term, to repay bank debt, providing over

NZ$143 million of bank facility head room to enable

Investore to continue its growth strategy and support

its commitment to maximise distributions and total

returns over the medium to long term.

3. Am I eligible?

You are eligible to participate in the Offer if you are a

shareholder of Investore and:

(a) you were registered as a holder of fully paid

Shares at 5.00pm (NZ time) on the Record Date,

which was 28 April 2020;

(b) your registered address is in New Zealand; and

(c) you are not a U.S. Person or acting on behalf of a

U.S. Person.

Any failure to comply with the above restrictions

may contravene applicable securities law. Investore

disclaims all liability in respect of any contraventions

by such persons.

4. What is the price of the Offer Shares?

The Issue Price is the lower of:

(a) NZ$1.65 per Offer Share (representing a

6.8% discount to Investore’s closing share price

of NZ$1.77 on NZX on 28 April 2020 (being

the last trading day before the Placement was

announced) and which is the same price paid by

investors in the Placement); and

(b) a 2.5% discount to the volume weighted

average market price of the Shares over the five

business day period prior to the Closing Date.

The Issue Price will be fixed as at 5.00pm (NZ time) on

14 May 2020 (being the Closing Date) and is expected

to be announced through NZX on 15 May 2020.

5. How many Offer Shares can I purchase?

Eligible Shareholders may elect to apply for a dollar

amount of Offer Shares up to a maximum value of

NZ$50,000.

Investore is accepting Applications for up to

NZ$15 million of Offer Shares in aggregate (with

the ability to accept up to NZ$5 million of additional

Applications at Investore’s discretion). Applications

may need to be scaled depending on the Applications

received. Any scaling of Applications will be carried

out in accordance with clause 9 of the Terms and

Conditions.

You must make payment by way of electronic funds

transfer to Investore in New Zealand dollars for the

value applied for.

6. Are there any conditions to the Offer?

No. However, Investore reserves the right to terminate

the Offer at any time prior to the issue of Offer Shares

on the Allotment Date.

If the Offer is cancelled for any reason, all Application

monies will be returned to you and no Offer Shares will

be allotted under the Offer. No interest will be payable

on any monies returned to you. Refunds will not be

paid for any difference arising solely due to rounding

or where the aggregate amount of the refund payable

to you is less than NZ$5.00.

Questions

and Answers

Investore Property Limited Share Purchase Plan Offer
8

7. What if I own Shares through a trustee

or custodian?

If you own Shares through a trustee or custodian, then

subject to certain certification requirements and other

conditions, you may instruct the trustee or custodian

to purchase Offer Shares on your behalf, up to the

NZ$50,000 limit.

If you own Shares through a trustee or custodian and

also own Shares in your own name, then you may

either purchase Offer Shares yourself or instruct your

trustee or custodian to purchase Offer Shares on your

behalf. You may not do both.

If you are a custodian or hold Shares through a

custodian, please refer to clause 4 of the Terms

and Conditions.

8. What about joint holders?

Joint holders are treated as a single shareholder under

the terms of the Offer. As a group, they can apply for a

dollar amount of Offer Shares up to a maximum value

of NZ$50,000.

9. Do I have to participate?

No. Participation is entirely voluntary.

10. Will my shareholding be diluted if I do not

participate?

If you choose not to participate in the Offer, your

shareholding percentage in Investore will be diluted.

For example, assuming that NZ$100 million is raised

under the Placement and the Offer (taking into

account the NZ$85 million of Shares to be issued

under the Placement and assuming an amount to be

raised in the Offer of NZ$15 million (i.e., assuming

Investore does not exercise its discretion to accept

up to NZ$5 million of additional Applications) is

fully subscribed and the Offer Shares are issued at

NZ$1.65 per Offer Share), approximately 60,606,062

Shares will be issued and if you do not elect to acquire

any Offer Shares in the Offer, your shareholding will be

diluted by approximately 16.6%.

This dilution will relate only to your percentage

shareholding of Investore as the number of Shares

that you hold will not change as a result of not

participating in the Offer.


While Investore has attempted to make the Offer as

fair as possible for Eligible Shareholders by permitting

each Eligible Shareholder to apply for up to NZ$50,000

of Offer Shares, the Offer is not a pro-rata offer and,

even if you participate in the Offer, your shareholding

percentage in Investore may change. Whether your

shareholding in Investore increases or decreases will

depend on the amount of Offer Shares you apply for,

how many Existing Shares you hold on the Record Date

and how many Offer Shares other Eligible Shareholders

apply for and are allotted under the Offer.

Larger shareholders may not be able to obtain

sufficient Offer Shares to maintain their percentage

shareholding, while smaller shareholders may be able

to increase their percentage shareholding.

11. Is this offer transferable to another person?

No. This offer is personal to you and you may not

transfer your right to purchase Offer Shares under the

Offer to anyone else.

12. What are the risks to investing in the Offer?

The events relating to COVID-19 have recently

resulted in significant market falls and volatility in

New Zealand and overseas, including the prices of

securities traded on NZX.

The market price of Shares may change materially

between the date this Offer opens, the date you

apply for Offer Shares under the Offer, and the

date on which the Shares are allotted to you. This is

particularly the case given the wide fluctuations and

volatility in the share prices for many listed companies

in recent times due to the continuing impacts of

COVID-19. There is no certainty that this recent

volatility will not continue or worsen, which could have

a materially adverse impact on the share price for

Investore. Accordingly:

• the price paid for Offer Shares may be higher or

lower than the price at which Shares are trading

on the NZX Main Board at the time Shares are

issued under the Offer;

• the market price of Offer Shares following

allotment may be higher or lower than the Issue

Price; and

• it is possible that up to or after the Allotment Date,

you may be able to buy Shares at a lower price

than the Issue Price.

Investore Property Limited Share Purchase Plan Offer
9

You should:

(a) seek your own financial advice in relation to this

Offer and your participation under the Offer; and

(b) read the Investor Presentation in full, as it

contains important information to assist you in

making an investment decision in respect of the

Offer. In particular, you should read and consider

pages 19 and 20 of the Investor Presentation

(Key risks) before making an investment decision.

13. Where can I get further information?

You should read the Investor Presentation and other

information released on 29 April 2020, which are

available at www.nzx.com under the ticker code “IPL”.

The Investor Presentation describes the rationale for

the Offer and explains in more detail the expected

impact of the Offer on Investore’s financial position,

including a non-exhaustive summary of certain key

risks associated with Investore and the Offer. You

should read the Investor Presentation in full, as it

contains important information to assist you in making

an investment decision in respect of the Offer. In

particular, you should read and consider pages 19

and 20 of the Investor Presentation (Key risks) before

making an investment decision.

Further information about Investore, including its most

recent financial statements, can be obtained from

Investore’s website: www.investoreproperty.co.nz.

You may obtain, free of charge, Investore’s most recent

annual report and financial statements by contacting

Investore as set out in the Directory on page 16, or

you may download the documents from Investore’s

website: www.investoreproperty.co.nz.

Investore is subject to continuous disclosure

obligations under the Listing Rules. Market releases

by Investore are available at www.nzx.com under

the ticker code “IPL”. Investore may, during the Offer,

make additional releases to NZX. Shareholders should

monitor Investore’s market announcements during

the period of the Offer. No release by Investore to NZX

will permit an applicant to withdraw any previously

submitted Application without Investore’s prior

written consent, whether or not there has been any

permissible variation of the Offer.

You are strongly cautioned not to place undue

reliance on any forward-looking statements such as

indications of, and guidance on, future earnings and

financial position and performance in any market

releases made by Investore, particularly in light of

the current economic climate and the significant

volatility, uncertainty and disruption caused by the

outbreak of COVID-19.

You should read the information referred to in the

Important Information section of this Offer Document

under the headings “Further important information”

and “Additional information available under continuous

disclosure obligations”.

14. What is the current Share price?

The market price of the Shares is quoted on the NZX

website at www.nzx.com.

15. How do I apply for Offer Shares under the Offer?

If you wish to participate in the Offer, you may apply

online at www.shareoffer.co.nz/investore or by

following the step-by-step instructions set out on the

reverse of the enclosed personalised Application Form.

If you apply online, you will need your CSN /

Holder Number. You must pay for your Application

electronically by electronic funds transfer to Investore.

If you apply using the Application Form, scan and email

your completed Application Form to the Registrar

at investore@computershare.co.nz (please put

“Investore Share Purchase Plan” in the subject line for

easy identification) and make payment by electronic

funds transfer by the Closing Date. If the exact amount

of money is not tendered, Investore reserves the right

not to accept all or part of your payment. In those

circumstances, Investore will return your Application

and refund all or part of your payment without interest.

If your Application is rejected, all of the amounts

paid will be refunded to you. If your Application is

scaled, you will receive the number of Offer Shares in

respect of which your Application is accepted at the

Issue Price and receive a refund of the balance of the

relevant payment amount. All refunds will be made

without interest. Refunds will be issued within five

business days following the Allotment Date. Refunds

will not be paid for any difference arising solely due to

rounding or where the aggregate amount of the refund

payable to you is less than NZ$5.00.

Online applications at www.shareoffer.co.nz/investore

are strongly encouraged given the likelihood of delays

with the postal system at this time.

You will not be able to withdraw or revoke your

Application once you have sent it in.

Questions

and Answers (cont)

Investore Property Limited Share Purchase Plan Offer
10

16. How long is the Offer open and when will I

receive my Offer Shares?

The Offer opens on 5 May 2020 and is expected to

close at 5.00pm (NZ time) on 14 May 2020, unless

extended. If you want to participate you should ensure

your Application and payment is received by 5.00pm

(NZ time) on 14 May 2020.

Please allow adequate time for electronic funds

transfers to be cleared into Investore’s bank account

by this time. Applications received after this time

may not be accepted.

Online applications at www.shareoffer.co.nz/investore

are strongly encouraged given the likelihood of delays

with the postal system at this time.

You will receive the Offer Shares issued to you

under the Offer on the Allotment Date, which is

currently expected to be on or around 20 May 2020.

Confirmation of the number of Offer Shares issued to

you under the Offer will be sent on the Despatch Date,

currently expected to be on or around 25 May 2020.

17. How many Offer Shares will I receive?

Subject to scaling, you will receive the number of Offer

Shares equal to the dollar amount of Offer Shares

you have validly applied for (and payment has been

received in respect of) divided by the Issue Price. If

the dollar amount of Offer Shares you have applied

for (or are allocated) does not equal a whole number

of Offer Shares once divided by the Issue Price, the

number of Offer Shares allotted to you will be rounded

down to the nearest Offer Share. Any difference due

to rounding or under NZ$5.00 will be retained by

Investore.

Any scaling of Applications will be carried out

in accordance with clause 9 of the Terms and

Conditions.

18. Will the Offer Shares be quoted?

The Offer Shares will be quoted on the NZX Main

Board. The NZX Main Board is a licensed market

operated by NZX, which is a licensed market operator

regulated under the Financial Markets Conduct Act

2013. However, NZX accepts no responsibility for any

statement in this Offer Document.

It is expected that you will be able to commence

trading the Offer Shares allotted to you under the

Offer on the NZX Main Board on the Allotment Date.

19. Why is there a maximum application amount?

The Offer needs to comply with the conditions

imposed by the Listing Rules. The offer of Offer Shares

up to a maximum value of NZ$50,000 per Eligible

Shareholder is being undertaken under Listing Rule

4.3.1(c) (Share Purchase Plan), as modified by the

NZX Waivers.

The aggregate number of Shares offered under the

Placement and the maximum number of new Shares

offered to each Eligible Shareholder under the Offer

have been determined in reliance on the NZX Waivers,

which permit an increased number of shares (from

what is otherwise provided for under the Listing

Rules) to be issued under the Placement and the Offer

without shareholder approval.

20. What is Investore’s dividend policy?

Investore’s dividend policy is to target a cash dividend

to shareholders that is between 95% and 100% of

its distributable profit. Distributable profit is a non-

GAAP measure and consists of profit/(loss) before

income tax, adjusted for determined non-recurring

and/or non-cash items (including non-recurring

adjustments for incentives payable to anchor tenants

for lease extensions) and current tax. See Note 3.3 to

Investore’s interim financial statements for the period

ending 30 September 2019 for further information.

21. Why are not all shareholders eligible to

participate in the Offer?

Investore considers that the legal requirements of

jurisdictions other than New Zealand are such that it

would be unduly onerous for Investore to make the

Offer in those jurisdictions. This decision was made

having regard to the number of Shareholders in such

overseas jurisdictions and the costs of complying with

overseas legal requirements.

22. Further assistance

If you have any further questions, please contact your

broker, financial, investment or other professional

advisor before making your investment decision.

If you have any questions about how to apply online

or complete the Application Form, please contact the

Registrar as set out in the Directory.

Investore Property Limited Share Purchase Plan Offer
11

If you apply to participate in the Offer by completing an online application

or completing and returning an Application Form, you are accepting the

risk that the market price of Shares may change between the Opening

Date, the date at which you send in an Application, and the Allotment

Date. This means that it is possible that up to or after the Allotment Date,

you may be able to buy Shares at a lower price than the Issue Price.

We encourage you to seek your own financial advice regarding your

participation in the Offer.

1 Offer timetable

Record Date:

Eligible Shareholders registered at 5.00pm on 28 April 2020 may

participate in the Offer.

Opening Date:

The Offer opens on 5 May 2020. This Offer Document is sent to

Eligible Shareholders on 5 May 2020.

Closing Date:

The Offer closes at 5.00pm (NZ time) on 14 May 2020, unless

extended. Applications must be received by this time. Applications

may, at Investore’s option, not be processed or held to be valid if they

have not been received by this time.

Issue Price announced:

The Issue Price will be announced through NZX on 15 May 2020.

Allotment Date:

The Offer Shares are proposed to be allotted on or around

20 May 2020.

Commencement of trading:

Investore expects the Offer Shares will commence trading on the

NZX Main Board on the Allotment Date.

Despatch Date:

Investore expects that a transaction confirmation will be despatched

to you on or around 25 May 2020.

Investore has a discretion to change, at any time, any of the Closing

Date, the Allotment Date and the Despatch Date (notwithstanding

that the Offer has opened, or Applications have been received) by

lodging a revised timetable with NZX.

2 Eligible Shareholders

2.1 You may participate in the Offer if you are an Eligible Shareholder. An

Eligible Shareholder is a person who, at 5.00pm on the Record Date,

was recorded in Investore’s share register as being a registered

holder of Existing Shares and having an address in New Zealand,

unless that person holds Shares on behalf of another person who

resides outside New Zealand. For the avoidance of doubt, no U.S.

Person will be an Eligible Shareholder.

2.2 Joint holders of Shares are taken to be a single registered holder of

Shares for the purposes of determining whether they are an Eligible

Shareholder and the certification on the online application or

Application Form is taken to have been given by all of them.

2.3 If you are an Eligible Shareholder, your rights under this Offer are

personal to you and non-renounceable, so you may not transfer them.

3 Issue Price and Number of Offer Shares

3.1 The Issue Price for Offer Shares under the Offer is the lower of:

(a) NZ$1.65 per Offer Share (representing a 6.8% discount

to Investore’s closing share price of NZ$1.77 on NZX on

28 April 2020 (being the last trading day before the Placement

was announced) and which is the same price paid by investors

in the Placement); and

(b) a 2.5% discount to the volume weighted average market price

of the Shares over the five business day period prior to the

Closing Date.

3.2 The Issue Price will be fixed as at 5.00pm (NZ time) on 14 May 2020

(being the Closing Date) and is expected to be announced through

NZX on 15 May 2020.

3.3 Subject to scaling, you will receive the number of Offer Shares equal

to the dollar amount of Offer Shares you have validly applied for

(and payment has been received in respect of) divided by the Issue

Price. If the dollar amount of Offer Shares you have applied for (or

are allocated) does not equal a whole number of Offer Shares once

divided by the Issue Price, the number of Offer Shares allotted to you

will be rounded down to the nearest Offer Share. Any difference due

to rounding or under NZ$5.00 will be retained by Investore.

3.4 Subject to clause 4.2 of these Terms and Conditions, Eligible

Shareholders may elect to purchase a dollar amount of Offer Shares

up to a maximum value of NZ$50,000, by filling in the appropriate

box on the online application or Application Form. The number of

Offer Shares you receive on the Allotment Date may be subject to

scaling, as described in clause 9 of these Terms and Conditions.

3.5 Eligible Shareholders may only make a single Application for Offer

Shares under the Offer. This applies to all Eligible Shareholders,

including those who receive more than one offer under the Offer

(for example, because they hold Shares in more than one capacity)

and including whether the Eligible Shareholder is applying through

a custodian or on his or her own behalf. Accordingly, if you own

Shares through a trustee or custodian and also own Shares in your

own name, then you may either purchase Offer Shares yourself or

instruct your trustee or custodian to purchase Offer Shares on your

behalf. You may not do both.

4 Custodians

4.1 Any Eligible Shareholder that:

(a) is a trustee corporation or a nominee company and holds

Existing Shares on the Record Date by reason only of acting

for another person in the ordinary course of business of that

trustee corporation or nominee company; or

(b) holds Shares by reason only of being a bare trustee of a trust to

which the Shares are subject,

is a custodian under the Offer.

4.2 Custodians may apply to purchase Offer Shares under the Offer

but only up to the total value of Offer Shares applied for on behalf of

each beneficial owner in New Zealand for which the custodian acts

as a custodian. Custodians must confirm to Investore that they are

holding Shares as a custodian for beneficial owners by providing

the written certification to Investore described in clause 4.3 below.

Each beneficial owner may only direct the custodian to apply on

behalf of that beneficial owner for Offer Shares as described in

clauses 3.4 and 3.5. A separate online application or Application

Form must be completed for each beneficial owner.

Terms and Conditions

Investore Property Limited Share Purchase Plan Offer
12

4.3 If a custodian applies to purchase Offer Shares on behalf of one or

more beneficial owners, the custodian must certify to Investore in

writing together with the Application:

(a) that the custodian holds Shares directly or indirectly as a

custodian for beneficial owners;

(b) the number of those beneficial owners;

(c) in respect of each of the beneficial owners, how many Offer

Shares the beneficial owner or the beneficial owner’s agent

has instructed the custodian to accept on behalf of that

beneficial owner;

(d) that the custodian undertakes not to accept on behalf of any of

those beneficial owners for which it acts directly or indirectly

as a custodian, Offer Shares the total issue price of which is

more than NZ$50,000; and

(e) that the beneficial owner on whose behalf the custodian is

submitting an Application is not making an Application as an

Eligible Shareholder for Offer Shares under the Offer, and no

other custodian is submitting an Application under the Offer for

that beneficial owner.

5 Completing the Application and paying for Offer Shares

5.1 If you wish to participate in the Offer, you must complete an online

application on the offer website www.shareoffer.co.nz/investore

or the Application Form and make an electronic funds transfer

in accordance with the instructions on the Offer website or the

Application Form. Payments must be drawn on a New Zealand bank

account. Please do not send in payment by way of cheque, due to

postal and banking delays at this time.

5.2 Eligible Shareholders should make an electronic funds transfer for

the dollar amount of Offer Shares applied for.

5.3 To be valid, Applications must be received by Investore by 5.00pm

(NZ time) on 14 May 2020. Applications received after that date will

only be accepted at Investore’s discretion. Shareholders applying

via the Application Form should scan and email their completed

Application Form to the Registrar at investore@computershare.

co.nz (please put “Investore Share Purchase Plan” in the subject line

for easy identification).

6 Investore’s discretion to accept, reject or scale back

Applications

6.1 Investore has discretion to accept or reject your Application to

purchase Offer Shares under the Offer, including (without limitation) if:

(a) your Application Form or online application is incorrectly

completed or incomplete or otherwise determined by Investore

to be invalid;

(b) your payment is dishonoured or has not been completed

correctly;

(c) your electronic funds transfer is not denominated in New

Zealand dollars for the exact New Zealand dollar amount of

Offer Shares that you have applied for;

(d) it appears that you are applying to buy more than NZ$50,000

of Offer Shares (except if you are a custodian applying on behalf

of more than one beneficial owner in accordance with clause 4.2);

(e) your Application is received after the Closing Date. While

Investore has discretion to accept late Applications and

payments, there is no assurance that it will do so. Late

Applications and payments, if not processed, will be returned

to you at your registered address within five business days of

the Allotment Date or within five business days of the date of

receipt in respect of any late Application received after the

Allotment Date. No interest will be paid on any application

monies returned to you;

(f) Investore believes that you are not an Eligible Shareholder or

custodian; or

(g) Investore considers that your Application does not comply with

these Terms and Conditions.

6.2 Investore reserves the right to scale back, at its absolute discretion,

any Application for Offer Shares under the Offer. Investore reserves

the right to terminate the Offer and reject all Applications at any time

prior to the issue of the Offer Shares on the Allotment Date.

6.3 If an Application is rejected, all of the relevant amounts will be

refunded to the applicant. If Applications are scaled back, the

applicant will receive the number of Offer Shares in respect of

which the Application is accepted at the Issue Price and a refund of

the balance of the relevant application monies. Refunds will not be

paid for any difference arising solely due to rounding or where the

aggregate amount of the refund payable to an applicant is less than

NZ$5.00. All refunds will be made without interest.

6.4 Refunds will be made in the manner you have elected any dividend

payments be made. Any refunds will be issued within five business

days following the Allotment Date.

7 Significance of sending in an Application

7.1 If you apply to participate in the Offer by completing and returning

the Application Form or completing an online application:

(a) you confirm that you have received, read and understood

this Offer Document and the Investor Presentation (including

pages 19 and 20 of the Investor Presentation (Key risks)) in

their entirety;

(b) you agree that your Application, on these Terms and

Conditions, will be irrevocable and unconditional (i.e., it cannot

be withdrawn);

(c) you certify to Investore that you are an Eligible Shareholder

entitled to apply for Offer Shares under these Terms and

Conditions and that all details and statements in your

Application are complete and accurate;

(d) you agree to be bound by the constitution of Investore;

(e) you acknowledge that the Offer is conditional and may not

proceed;

(f) you certify that your acceptance of the Offer will not be, or

cause, a breach of any law in any jurisdiction;

(g) you certify to Investore that you are not applying for more than

NZ$50,000 worth of Offer Shares under the Offer even though

you may have received more than one offer under the Offer or

received offers in more than one capacity under the Offer;

(h) without limiting Investore’s discretion to accept, reject or scale

back any Applications, you authorise Investore (and its officers

or agents) to correct any error in, or omission from, your

Application and to complete the Application by the insertion of

any missing details;

(i) you acknowledge that Investore may at any time irrevocably

determine that your Application is valid, in accordance

with these Terms and Conditions, even if the Application is

incomplete, contains errors or is otherwise defective;

(j) you accept the risk associated with any refund that may be

despatched to you by cheque to your address set out in the

Application;

Investore Property Limited Share Purchase Plan Offer
13

(k) you acknowledge that none of Investore, its advisers or agents

has provided you with investment advice or financial product

advice, and that none of them has an obligation to provide

advice concerning your decision to apply for and purchase

Offer Shares under the Offer;

(l) you acknowledge the risk that the market price for the Shares

may change materially between the Opening Date, the date

you apply for Offer Shares under the Offer, and the Allotment

Date. This is particularly the case given the wide fluctuations

and volatility in the share prices for many listed companies

in recent times due to the continuing impacts of COVID-19.

Accordingly, you acknowledge that:

(i) the price paid for Offer Shares may be higher or lower than

the price at which Shares are trading on the NZX Main

Board at the time Offer Shares are issued under the Offer;

(ii) the market price of Offer Shares following allotment may

be higher or lower than the Issue Price; and

(iii) it is possible that up to or after the Allotment Date, you may

be able to buy Shares at a lower price than the Issue Price;

and

(iv) a change in the market price of Shares prior to the Issue

Price being determined may affect the Issue Price;

(m) you acknowledge that Investore is not liable for any exercise of

its discretions referred to in these Terms and Conditions; and

(n) you irrevocably and unconditionally agree to these Terms and

Conditions and agree not to do any act or thing which would be

contrary to the spirit, intention or purpose of the Offer.

7.2 If a custodian applies to purchase Offer Shares under the Offer

for a beneficial owner pursuant to clause 4.2, the certifications

referred to in clauses 7.1(c) and 7.1(g) will be taken to be given by

the beneficial owner on whose behalf the custodian is applying to

purchase Offer Shares.

8 Issue Price

You agree to pay the Issue Price per Offer Share up to the maximum

Application amount you have specified in your online application or

on the Application Form.

9 Scaling

9.1 Scaling of Applications will be required if Investore receives

Applications in excess of the maximum number of Offer Shares

available to be allocated under the Offer. Such maximum available

number of Offer Shares is NZ$15 million (or NZ$20 million if

Investore exercises its discretion to accept up to NZ$5 million in

additional Applications) worth of Offer Shares.

9.2 Any scaling of Applications will be undertaken by reference to the

holdings of Existing Shares at the Record Date.

9.3 If scaling produces a fractional number, the number of Offer Shares

you will be allotted will be rounded down to the nearest whole

number of Offer Shares.

9.4 If your Application is scaled, your application monies will be greater

than the value of the Offer Shares you will be allotted. The difference

will be refunded to you in the manner in which you have elected

dividends be paid within five business days of the Allotment Date.

No interest will be paid on any application monies returned to you.

Refunds will not be paid for any difference arising solely due to

rounding or where the aggregate amount of the refund payable to

you is less than NZ$5.00.

10 Offer Shares

10.1 Offer Shares issued under the Offer will rank equally with, and have

the same voting rights, dividend rights and other entitlements as,

existing fully paid Shares quoted on the NZX Main Board. Eligible

Shareholders will be entitled to receive any dividends declared after

the Allotment Date in respect of Shares allocated to them under

the Offer.

10.2 Applicants for Offer Shares will be bound by Investore’s constitution

and the terms of the Offer set out in this Offer Document.

10.3 The Offer Shares will be quoted on the NZX Main Board. The NZX

Main Board is a registered market operated by NZX (which is a

licensed market operator regulated under the Financial Markets

Conduct Act 2013). However, NZX accepts no responsibility for any

statement in this Offer Document.

10.4 You cannot trade in any Offer Shares issued to you pursuant to

the Offer, either as principal or agent, until quotation of the Offer

Shares on the NZX Main Board in accordance with the Listing Rules.

Investore expects that the Offer Shares will commence trading on

the NZX Main Board on the Allotment Date.

11 Amendments to the Offer and waiver of compliance

11.1 Notwithstanding any other term or condition of the Offer, the

Application Form and/or the Offer website, Investore may, at its

discretion:

(a) make non-material modifications to the Offer or the Terms and

Conditions (in which case Applications for Offer Shares under

the Offer will remain binding on the applicant notwithstanding

such modification and irrespective of whether an Application

was received by the Registrar before or after such modification

is made); and/or

(b) suspend or terminate the Offer at any time prior to the issue

of Offer Shares under the Offer. If the Offer is terminated,

application monies will be refunded to applicants without

interest within five business days of termination.

11.2 Investore reserves the right to waive compliance with any provision

of these Terms and Conditions (which will be done in accordance

with New Zealand law, including the Listing Rules).

11.3 If Investore waives compliance with any provision of these Terms

and Conditions, such waiver will apply to all Eligible Shareholders.

11.4 Investore will notify NZX of any waiver, amendment, variation,

suspension, withdrawal or termination of the Offer.

12 Governing Law

These Terms and Conditions shall be governed by and construed in

accordance with the laws of New Zealand.

13 Disputes

If any dispute arises in connection with the Offer, Investore may

settle it in any manner it thinks fit. It may do so generally or in relation

to any particular Eligible Shareholder, applicant, Application or

Share. Investore’s decision will be final and binding.

14 Inconsistency

Unless otherwise determined by the Board, in the event of any

inconsistency between the Terms and Conditions of the Offer and:

(a) the accompanying letter from the Chair and Questions and

Answers, the Terms and Conditions take precedence; and

(b) Investore’s constitution, Investore’s constitution shall prevail.

Terms and Conditions

(cont)

Investore Property Limited Share Purchase Plan Offer
14

Glossary

Allotment Date

On or around 20 May 2020, unless extended.

Application

An application for Offer Shares under the Offer made using an Application Form or

an online application made through www.shareoffer.co.nz/investore.

Application Form

The personalised application form relating to the Offer that you received with this Offer,

including the instructions on the reverse of the form.

Board

The board of directors of Investore.

Closing Date

14 May 2020, unless extended.

Despatch Date

On or around 25 May 2020, unless extended.

Eligible Shareholder

A person who, at 5.00pm (NZ time) on the Record Date, was recorded in Investore’s share

register as being a registered holder of Existing Shares and having an address in New

Zealand, unless that person holds Shares on behalf of another person who resides outside

New Zealand. For the avoidance of doubt, no U.S. Person will be an Eligible Shareholder.

Existing Share

A Share on issue on the Record Date.

Investore

Investore Property Limited, a company listed on the NZX Main Board.

Issue Price

The lower of:

(a) NZ$1.65 per Offer Share (being the price paid by investors in the Placement); and

(b) a 2.5% discount to the volume weighted average market price of the Shares over

the five business day period prior to the Closing Date.

Listing Rules

The NZX Listing Rules.

NZX

NZX Limited.

NZX Main Board

The main board equity security market operated by NZX.

NZX Waivers

The class waiver and ruling issued by NZX Regulation dated 19 March 2020 and the

waiver issued by NZX Regulation in favour of Investore dated 29 April 2020.

NZ$

New Zealand dollars, being the lawful currency of New Zealand.

Offer

The Offer detailed in the Terms and Conditions set out in this Offer Document.

Investore Property Limited Share Purchase Plan Offer
15

Offer Document

This offer document.

Offer Shares

The Shares offered under the Offer.

Opening Date

5 May 2020.

Placement

The placement of Shares in Investore announced on 29 April 2020 at a price of

NZ$1.65 per Share, under which 51,515,152 Shares are to be issued on 5 May 2020.

Record Date

28 April 2020.

Registrar

Computershare Investor Services Limited.

Shares

Ordinary shares of Investore.

SIML

Stride Investment Management Limited.

Terms and Conditions

The terms and conditions of this Offer as set out on pages 11 to 13 of this Offer Document.

U.S. Person

Has the meaning given to it in Regulation S of the U.S. Securities Act of 1933.

Glossary (cont)

Investore Property Limited Share Purchase Plan Offer
16

Directory

Investore Property Limited

Level 12, 34 Shortland Street

Auckland 1010

New Zealand

Website: www.investoreproperty.co.nz

Directors of Investore Property Limited

Mike Allen (Independent Director and Chair)

Gráinne Troute (Independent Director)

Adrian Walker (Independent Director)

Tim Storey (SIML Appointed Director)

John Harvey (SIML Appointed Director)

Legal Advisers

Bell Gully

Level 21, Vero Centre

48 Shortland Street

Auckland 1010

Level 21, ANZ Centre

171 Featherston Street

Wellington 6011

If you have any queries about how to apply,

please contact the Registrar at:

Registrar

Computershare Investor Services Limited

Level 2, 159 Hurstmere Road

Takapuna, Auckland 0622

Private Bag 92119, Auckland 1142

New Zealand

Phone: 0800 650 034

Email: investore@computershare.co.nz

Countdown, Lower Hutt

Investore Property Limited
Level 12, 34 Shortland Street

Auckland 1010

PO Box 6320, Victoria Street West

Auckland 1142

New Zealand

T + 64 9 912 2690


W investoreproperty.co.nz

---

Application Form
Investore Property Share Purchase Plan Application Form

Apply online at www.shareoffer.co.nz/investore

The online Application must be completed by no later than 5.00pm on 14 May 2020.

The Offer Document accompanying this Application Form is important. If you have any questions in relation to the Offer, please consult your broker,

financial, investment or other professional advisor. Please see instructions on the reverse on how to complete this Application Form and where to send it.

Online application at www.shareoffer.co.nz/investore is strongly encouraged given the potential for delay in the postal service at this time.

This Application Form is irrevocable and cannot be withdrawn once lodged.

Application for Offer Shares and Payment

You may apply for Investore Property Limited (Investore) ordinary shares (Offer Shares), up to a maximum of NZ$50,000 worth of Offer Shares (on and in

accordance with the Terms and Conditions in the accompanying Offer Document). Please indicate the dollar amount of Offer Shares you are applying for below,

and pay by direct credit to the account detailed below.

Total dollar amount of Offer Shares applied for at the Issue Price (maximum NZ$50,000)

Applicants must submit their payment instructions to their bank so the payment is received in Computershare’s bank account in cleared funds by no later than

5.00pm on 14 May 2020, being the Closing Date. Applicants must still complete this form and return it by the Closing Date where payment has been made by direct credit.

DEPOSIT REFERENCE /CSN/HOLDER NO.PARTICULARS DATE OF PAYMENT

Payments must quote the reference particulars and date of payment shown below to ensure your payment is identifiable.

If you are a Custodian acting on behalf of one or more beneficial owners you must complete this section.

Please state the number of beneficial owners for whom you act as a Custodian.

Please either state the full name(s) of the beneficial owner(s) for whom you act in submitting this Application Form or attach a schedule of the full names of the

beneficial owners for whom you act in submitting this Application Form including each beneficial owner’s dollar amount of Offer Shares applied for.

Please state the total dollar amount of Offer Shares that you are applying

for on behalf of beneficial owners under this CSN.

$

Direct Credit Instructions:

Pay by direct credit to: Investore Share Purchase Plan

Bank Name: ANZ Bank

Account Number: 01-1839-0926540-013

$

CONTACT NAME
Certification

By applying for Offer Shares under the Offer, you are agreeing to the Terms and Conditions and you are providing

the certification set out below under the heading “Certification”. Read that section carefully.

Execution

*

Holder/Director/Authorised Person

Holder/Director/Authorised Person

Holder/Authorised Person

• If a joint holding all holders must sign.

• If a company is signing, it must be signed on behalf of the company by a person duly authorised for that purpose.

• lf this Application Form is signed under a power of attorney, a certificate of non-revocation of power of attorney in the usual form must also be submitted with

this Application Form.

Contact Details:

Please provide your contact details below:

MOBILE OR DAYTIME TELEPHONE NUMBER

EMAIL ADDRESS

This Offer closes at 5.00pm on 14 May 2020, unless extended. Applications must be received by the Registrar before this time in accordance with the instructions

on this Application Form. Personal information provided will be held by Investore and/or the Registrar. This information will be used for the purposes of managing

your investment in the Offer. Under the Privacy Act 1993, you have the right to access and correct any personal information held about you.

Instructions

How to complete this Application Form: Read carefully the

Terms and Conditions of the Offer contained in the Offer

Document accompanying this Application Form. In this

Application Form, where the context requires, a reference

to “I” includes a reference to “we”. If you do not understand

the Terms and Conditions, this Application Form or if you

have any questions about what to do in relation to the

Offer, please consult your broker, financial, investment or

other professional advisor.

1 Application and payment

• Applications can be made online at www.shareoffer.

co.nz/Investore and by following the onscreen

instructions; alternatively please complete this

Application Form.

• Specify the dollar amount of Offer Shares you wish

to apply to purchase at the Issue Price in the box

provided on this Application Form.

• You can apply for a dollar amount of Offer Shares up

to NZ$50,000 worth of Offer Shares.

• Make one application only, whether personally or

through a Custodian. If you own Shares through a

trustee or Custodian and also own Shares in your

own name, then you may either purchase Offer

Shares yourself or instruct your trustee or Custodian

to purchase Offer Shares on your behalf. You may

not do both.

• You must pay in New Zealand dollars by direct credit

as per the instructions in the Offer Document and

this Application Form.

• Applicants must submit their payment instructions

to their bank, so the payment is received in the

Registrar’s bank account in cleared funds by no

later than 5.00pm on 14 May 2020, being the

Closing Date. Applicants must still complete this

form and return it by the Closing Date.

• Your direct credit must be for the same amount as

the dollar amount of Offer Shares you applied for on

the front of this Application Form.

• Investore may scale acceptances which may result

in you receiving a refund as described in the Terms

and Conditions.

2 Certification

• I/We irrevocably and unconditionally apply for

the dollar amount of Offer Shares on, and subject

to, the Terms and Conditions set out in the Offer

Document;

• I/We provide each of the certifications,

acknowledgements, agreements, authorisations

and similar set out in clause 7 of the Terms and

Conditions set out in the Offer Document);

• I/We acknowledge that the Issue Price will be

announced on 15 May 2020 and that the number of

Offer Shares that may be allocated to me/us will be

calculated by dividing the dollar amount of Shares

validly applied for (and payment has been received

in respect of) by the Issue Price (subject to scaling,

rounding and the Terms and Conditions);

• I/We declare that I am/we are an Eligible

Shareholder(s);

• I/We agree to be bound by the constitution of

Investore;

• I/We declare that we are not applying for more

than NZ$50,000 worth of Offer Shares (including

applications made through a Custodian) even

though I/we may have received more than one offer

under the Offer or received offers in more than one

capacity under the Offer;

• I/We declare that all details and statements

provided by me/us in this Application Form are

complete and accurate;

• I/We acknowledge that the Offer is only made in

New Zealand and by applying for the Offer Shares,

I/we agree to indemnify, among others, Investore

for any loss suffered as a result of any breach by

me/us of the selling restrictions applicable to the

Offer;

• I/We have received, read and understood the

Offer Document (including the section “Important

Information” and the Terms and Conditions) and the

Investor Presentation (including pages 19 and 20

of the Investor Presentation (“Key risks”) in

their entirety;

• If I am a Custodian, I certify that:

– my address recorded in Investore’s share

register is in New Zealand or I can otherwise

participate in the Offer in compliance with all

applicable laws and I hold Existing Shares

directly or indirectly as a Custodian for beneficial

owners; and

– each beneficial owner (or the beneficial owner’s

agent) has instructed me to apply for, and accept,

under the Offer the dollar amount of Offer

Shares set out on the front of this Application

Form (or set out in the attached schedule);

– no other Custodian is submitting an application

under the Offer for that beneficial owner; and

– I am not applying for more than NZ$50,000

worth of Offer Shares in respect of any beneficial

owner for whom I act as a Custodian.

3 Execution

You should sign this Application Form where indicated.

4 Contact Details

Fill in your daytime telephone number and contact

name, as we may need to contact you, for example,

if you have not filled in this Application Form correctly.

By providing your email address you agree to Investore

sending you investor correspondence electronically

(where possible) going forward.

To return this Application Form to the Registrar,

you can scan and email your Application Form

to Computershare Investor Services Limited at:

investore@computershare.co.nz (please put Investore

Share Purchase Plan in the subject line for easy

identification).

If you have any questions in relation to the completion of

this Application Form, please contact Computershare

Investor Services Ltd on 0800 650 034.

Data sourced from publicly available filings. Our datasets may not be complete. Automated analysis can produce errors. If you believe any data on this page is incorrect, please contact us at hello@nzxplorer.co.nz. For informational purposes only. Not investment advice.

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