Waivers and Rulings from NZX Listing Rules

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NZX Regulation Decision
Stride Property Limited and Stride Investment
Management Limited (“SPG”)
Application for Redocumentation of Waivers and Rulings
from NZX Listing Rules 2.2 to 2.5, 2.7 to 2.8, 2.10.1, 2.11,
2.14.1, 2.14.2, 3.5, 3.6.1(a), 3.7, 3.8, 3.13.1, 3.14.2, 3.15,
4.6.1, 5.2.1, 7.8, 7.9, 8.3, and definitions of Disqualifying
Relationship, Average Market Capitalisation, Average
Market Price and Material Information.







28 May 2020

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Background
1. NZX has updated the NZX Listing Rules, effective from 1 January 2020 (
Rules
). This is the
redocumentation of waivers and rulings issued by NZX Regulation (
NZXR
) on 10 June 2016.
2. The information on which these decisions are based is set out in Appendix One to this
decision. These waivers and rulings will not apply if that information is not, or ceases to be,
full and accurate in all material respects.
3. The Rules to which these decisions relate are set out in Appendix Two.
4. Capitalised terms that are not defined in these decisions have the meanings given to them in
the Rules.
General Conditions
5. The following waivers and rulings are subject to the following conditions (
General
Conditions
), unless stated otherwise:
a. Stride and SIML shall remain a Stapled Group;
b. SPG retains its Non-Standard Designation (
NS Designation
);
c. the NS Designation is disclosed in any Offering Documents for Stride and / or SIML,
as well as the Stapled Group’s annual reports; and
d. the Offer Documents for Stride and / or SIML, and the Stapled Group’s full-year
reports will include the implications of investing in the Stapled Securities as well as a
link to where these waiver and ruling decisions can be read.
Ruling on definition of “Disqualifying Relationship”
Decision
6. Subject to the General Conditions set out in paragraph 5 above, and on the basis that the
information provided by SPG is complete and accurate in all material respects, NZXR rules
that for the purposes of the definition of “Disqualifying Relationship” in the Rules, any
reference to “Issuer”, shall be a reference to “Stapled Group”
Reasons
7. In coming to the decision to provide the ruling set out in paragraph 6 above, NZXR has
considered that:
a. the policy behind the requirement for Issuers to have Independent Directors under Rule
2.1.1(c) is to ensure that Issuers have adequate independence in how their corporate
governance is structured. The granting of this ruling will not offend the policy behind this
rule;
b. the commonality of the Stride and SIML Boards through the Mirror Board Structure is an
important feature of the Stapling, as well as Stride and SIML’s ability to function as a
Stapled Group. By virtue of the Mirror Board Structure, the Directors would likely have a
Disqualifying Relationship for the purposes of each individual Issuer. The requirement to

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have Independent Directors on each Board would frustrate the Mirror Board Structure;
Furthermore, while the Issuers will have a Mirror Board Structure, the Stapled Group will
still be required to have Independent Directors;
c. the Mirror Board Structure has been approved by both Stride and SIML shareholders;
and
d. the NS Designation will provide an indication to potential investors that Stride and SIML
have a unique structure. Furthermore, this ruling and the implications of investing in the
Stapled Securities are made available to investors.
Waiver from Rules 2.2 to 2.5 and 2.7 to 2.8 – Directors
Decision
8. Subject to the conditions in paragraph 9, and on the basis that the information provided by
SPG

is complete and accurate in all material respects, NZXR grants SPG a waiver from
Rules 2.2 to 2.5 and 2.7 to 2.8.
9. In addition to the General Conditions set out in paragraph 5 above, this waiver is provided on
the conditions that:
a. the Stapled Group retains the Mirror Board Structure in all respects; and
b. Stride will only be able to rely on these waivers while SIML is in compliance with its
obligations under Rules 2.2 to 2.5 and 2.7 to 2.8.
Reasons
10. In coming to the decision to provide the waiver set out in paragraph 8 above, NZXR has
considered that:
a. the commonality of the Stride and SIML Boards though the Mirror Board Structure is an
important feature for Stride and SIML’s ability to function as a Stapled Group. SIML will
comply with Rules 2.2 to 2.5 and 2.7 to 2.8 as a conventional Issuer would. The waivers
granted to SPG are intended to allow Stride to replicate SIML’s compliance with these
Rules in order to give effect to the Mirror Board Structure;
b. the Restructuring and the Mirror Board Structure have been approved by shareholders
of Stride and SIML;
c. the condition in paragraphs 9(a) and 9(b) will help to ensure that Stride will only be able
to rely on this waiver while SIML is in compliance with Rules 2.2 to 2.5 and 2.7 to 2.8.
The effect of this will be that so long as the Mirror Board Structure is in effect, the Stapled
Group as a totality will be in compliance with these Rules; and
d. the NS Designation will provide an indication to potential investors that Stride and SIML
have a unique structure. Furthermore, this ruling and the implications of investing in the
Stapled Securities are made available to investors.

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Waiver from Rule 2.10.1 – Interested Directors
Decision
11. Subject to the conditions set out in paragraph 12, and on the basis that the information
provided by SPG

is complete and accurate in all material respects, NZXR grants SPG a
waiver from Rule 2.10.1, to the extent that a Director of Stride would otherwise be unable to
vote because they were “interested” as defined in Rule 2.10.1, solely due to being a Director
of both SIML and Stride due to the Mirror Board Structure, but for no other reason.
12. In addition to the General Conditions set out in paragraph 5 above, this waiver is provided on
the condition that the Stapled Group retains the Mirror Board Structure in all respects.
Reasons
13. In coming to the decision to provide the waiver set out in paragraph 11 above, NZXR has
considered that:
a. the policy behind Rule 2.10.1 is to prevent situations arising whereby Directors who have
a vested interest in a transaction may authorise the entry into, or implementation of,
matters that are detrimental to the interests of security holders as a result of that interest.
The granting of this waiver does not offend the policy behind this rule;
b. given the Mirror Board Structure, the Directors of Stride will likely be “interested” in any
matter involving SIML, and vice versa. As such, without a waiver from Rule 2.10.1, the
Stride Board will not be able to form a quorum or pass resolutions in relation to a matter
involving SIML, and vice versa. The waiver is necessary to facilitate the functioning of
the Stapled Group, which will include making decisions for the benefit of Stapled Security
holders;
c. the Mirror Board Structure has been approved by both Stride and SIML shareholders;
and
d. the NS Designation will provide an indication to potential investors that Stride and SIML
have a unique structure. Furthermore, this conditions at paragraph 12 will help to make
information available to investors of the implications of investing in the Stapled
Securities, this waiver and the Mirror Board Structure.
Ruling on Rule 2.11- Director Remuneration
Decision
14. Subject to the conditions in paragraph 15, and on the basis that the information provided by
SPG

is complete and accurate in all material respects, NZXR rules that, for the purposes
Rule 2.11, any reference to “Issuer” shall be a reference to Stride or SIML, with the intent that
remuneration payable to the Directors of the Stapled Group will only need to be approved by
the shareholders of either Stride or SIML.
15. In addition to the General Conditions set out in paragraph 5 above, this ruling is provided on
the condition that:
a. the Stapled Group retains the Mirror Board Structure in all respects;

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b. any Director fees paid to the Directors of Stride or SIML can only be paid out of the pool
authorised by Stapled Security Holders in accordance with Rule 2.11.1, out of any
amounts approved prior to the Listing of Stride and SIML or, where Stride and SIML
obtain separate approval from their respective shareholders, out of amounts or a pool
that is separately approved; and
c. that any ordinary resolution and explanatory notes put to SIML or Stride’s shareholders
for the purposes of approving a resolution under Rule 2.11.1, clearly sets out how the
pooling of the remuneration of Stride and SIML’s Directors operates, as well as the
obligations of Stride and SIML under this Rule.
Reasons
16. In coming to the decision to provide the ruling set out in paragraph 14 above, NZXR has
considered that:
a. the policy behind Rule 2.11 is to ensure that an Issuer’s shareholders are able to
determine the type and the amount of remuneration which the Issuer’s Directors receive.
The granting of this ruling will not offend the policy behind this Rule;
b. given the Mirror Board Structure, Stride wants to ensure that its Directors, who will also
be Directors of SIML, are not seen to be paid twice. Granting the ruling on Rule 2.11 will
enable the remuneration of the Directors of Stride to be approved by the shareholders of
SIML (who will also be the shareholders of Stride), when they approve the remuneration
of the Directors of SIML, or vice versa. Stride has submitted, and NZXR has no reason
not to accept, that requiring Stride to obtain a separate approval from its shareholders
could be confusing for Stapled Security holders;
c. the Mirror Board Structure has been approved by shareholders of SIML and Stride;
d. the condition in paragraph 15(b) above will help ensure that any remuneration paid to
Directors of Stride and SIML will have been approved by Stapled Security holders; and
e. the condition in paragraph 15(c) above will help to ensure that Stapled Security holders
are aware of how the pooling of the remuneration of Stride and SIML’s Directors
operates, as well as the obligations of Stride and SIML under this Rule. These
disclosures will help make sure that Stapled Security holders are adequately informed
when they are asked to vote on any resolution pertaining to Rule 2.11.1.
Waiver from Rules 2.14.1, 2.14.2, 7.8 and 7.9 –
Shareholder Meetings
Decision
17. Subject to the conditions in paragraph 18, and on the basis that the information provided by
SPG is complete and accurate in all material respects, NZXR grants SPG waivers from Rules
2.14.1, 2.14.2, 7.8 and 7.9 to co-ordinate and distribute consolidated notices, reports and
communications in accordance with Rules 7.8 and 7.9, to the extent that the Rules require
Stride and SIML to issue their own notices, reports and communications.
18. In addition to the General Conditions set out in paragraph 5 above, this waiver is provided on
the conditions that:

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a. each of Stride and SIML shall provide joint notices, reports and communications to
holders of Stapled Securities as a Stapled Group; and
b. each of Stride and SIML shall ensure that any notice, report or communication which is
relevant only to Stride or SIML will clearly explain which Issuer was the source of the
notice, report or communication.
Reasons
19. In coming to the decision to provide the waiver set out in paragraph 17 above, NZXR has
considered that:
a. the policy behind Rules 2.14, 7.8 and 7.9 is to ensure that the shareholders of an Issuer
are notified of, and given sufficient information in order to make an informed decision
regarding any resolution put forward by an Issuer for shareholder approval. The granting
of these waivers will not offend the policy behind these rules;
b. given the nature of the Stapled Group, the information and resolutions put forward by
Stride would likely be the same as the information and resolutions put forward by SIML,
and vice versa. SPG submits, and NZXR has no reason to object, that separate notices
sent out by Stride and SIML would impose costs in excess of any benefits granted, and
could cause confusion for Stapled Security holders, who would expect that administrative
matters from the Stapled Group to be combined; and
c. the condition in paragraph 18(b) above will help ensure that, in instances where the
information provided is only relevant to Stride or SIML, Stapled Security holders will be
able to identify whether the information pertains to Stride or SIML.
Ruling on Rule 4.6.1 - Issues to Employees and
Executive Directors
Decision
20. Subject to the General Conditions set out in paragraph 5 above, and on the basis that the
information provided by SPG is complete and accurate in all material aspects, NZXR rules
that for the purposes of Rule 4.6.1, any reference to “Employees”, “Directors” and “Associated
Persons of Directors” of SIML, will also be a reference to “Employees of Stride”, “Directors of
Stride” and “Associated Persons of Directors of Stride”.
Reasons
21. In coming to the decision to provide the ruling set out in paragraph 20 above, NZXR has
considered that:
a. the policy behind Rule 4.6.1 is to ensure that an Issuer’s employee share scheme is
conducted by reference to objective criteria and it is operated in a way which does not
unduly dilute existing shareholders. The granting of this ruling will not offend the policy
behind Rule 4.6.1;
b. participants in SIML’s employee share scheme hold or will be entitled to hold, Stapled
Securities. The ruling will allow SIML to facilitate this, as it will enable Stride to issue its

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ordinary shares to SIML’s employee share scheme participants, in accordance with the
terms of those schemes; and
c. both Stride and SIML will comply with all of the other aspects of Rule 4.6.1.
Waivers from Rules 3.13.1, 3.14.2 and 3.15 – Capital
Change and Distribution Notices
Decision
22. Subject to the conditions in paragraph 23 below, and on the basis that the information
provided by SPG is complete and accurate in all material respects, NZXR grants SPG
waivers from Rules 3.13.1, 3.14.2 and 3.15 to the extent that these Rules require Stride and
SIML to release separate announcements.
23. In addition to the General Conditions set out in paragraph 5 above, this waiver is provided on
the conditions that:
a. Stride and SIML shall at all times release joint announcements under the relevant Rules
as a Stapled Group;
b. each of Stride and SIML shall ensure than any notice, report or communication which
relates to only one of Stride or SIML will clearly explain which Issuer was the source of
the notice, report or communication; and
c. in any joint notice released pursuant to Rule 3.13.1, the joint notices shall clearly identify,
where appropriate, the information in 3.13.1(c) to (o) for Stride and SIML separately, as
well as any combined information which Stride and SIML propose to include.
Reasons
24. In coming to the decision to provide the waiver set out in paragraph 22 above, NZXR has
considered that:
a. the policy behind Rule 3.13.1 is to ensure that the Security holders of an Issuer are
notified of any changes to the total equity on issue for that Issuer. The granting of these
waivers will not offend the policy behind Rule 3.13.1;
b. given the nature of the Stapled Group and the Stapled Securities, information announced
by Stride will likely be the same as the information announced by SIML, and vice versa.
SPG submits, and NZXR has no reason not to accept, that it could be confusing to Stride
and SIML’s shareholders if they received two identical sets of information under these
Rules. Granting the waiver will enable Stride and SIML to coordinate all notices provided
under these Rules in order to present them to their Shareholders as a Stapled Group;
and
c. the conditions in paragraph 23(b) and (c) above will help ensure that in instances where
the information provided is only relevant to Stride or SIML, Stapled Security holders will
be able to identify whether the information pertain to only Stride or SIML.

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Waiver from Rule 5.2.1 – Related Party Transactions
Decision
25. Subject to the conditions in paragraph 26 below, and on the basis that the information
provided by SPG is complete and accurate in all material respects NZXR grants SPG a
waiver from Rule 5.2.1, to the extent that Stride and SIML would be required to obtain
shareholder approval before entering into New Investment Vehicle Transactions or New
Property Management Transactions.
26. In addition to the General Conditions set out in paragraph 5 above, this waiver is provided
on the conditions that:
a. each of Stride and SIML may enter into one or more Material Transactions in reliance
on the waiver only for the purposes of enabling Stride and/or SIML to enter into New
Investment Vehicle Transactions; and
b. each of Stride and SIML may enter into one or more Material Transactions in reliance
on the waiver only for the purposes of enabling SIML to enter into New Property
Management Transactions.
Reasons
27. In coming to the decision to provide the waiver set out in paragraph 25 above, NZXR has
considered that:
a. the policy behind Rule 5.2.1 is to regulate transactions where a Related Party to a
Material Transaction may gain favourable consideration due to its relationship with the
Issuer. NZXR may waive the requirement to obtain the approval of shareholders for the
purposes of Rule 5.2.1 if it is satisfied that the involvement of a Related Party to the
transaction was unlikely to have influenced the promotion of, or the decision to enter into,
the transaction. The granting of this waiver will not offend the policy behind Rule 5.2.1;
b. given the nature of the Stapled Group, there will be opportunities that would not be able
to be pursued without Stride and SIML entering into various intragroup transactions that
would, but for a waiver, require shareholder approval under Rule 5.2.1. The waiver will
help to ensure that the Stapled Group will be able to pursue these opportunities more
efficiently;
c. the intragroup transactions will likely be such that they will ultimately be beneficial to
Stapled Security holders; and
d. the conditions in paragraphs 26(a) and (b) above, will ensure that Stride and SIML will
only enter into intragroup transactions which would otherwise require shareholder
approval under Rule 5.2.1, where these intragroup transactions are only for the purposes
of pursuing New Investment Vehicle Transactions and New Property Management
Transactions.

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Ruling on definition of “Average Market Capitalisation”
and “Average Market Price”
Decision
28. Subject to the General Conditions in paragraph 5 above, and on the basis that the information
provided by SPG is complete and accurate in all material respects, NZXR rules that the term
“Issuer” in the definition of “Average Market Price” refers to the Stapled Group, and the term
“Quoted Equity Securities” in the definition of “Average Market Capitalisation” refers to the
Stapled Securities.
Reasons
29. In coming to the decision to provide the ruling set out in paragraph 28 above, NZXR has
considered that:
a. the policy behind the thresholds set out in Rules 4.15.2(a), 5.1.1(b) and 3.4.1(a) – (d) or
the definition of Material Transaction, is to ensure that Issuers’ shareholders are able to
decide whether certain transactions proceed or not. The granting of this ruling will not
offend the policy behind these Rules;
b. it is likely the market will view the Stapled Group as a single economic entity and one
investment proposition. It is appropriate that the threshold for determining Average
Market Price and Average Market Capitalisation, for the purposes of the Rules, to be
assessed against the market price and market capitalisation of the Stapled Group; and
c. the nature of the Stapled Group and the Stapled Securities are such that neither Stride
not SIML will have individual market capitalisations, or have ordinary shares which will
have market prices that are readily assessable. The Stapled Group’s market
capitalisation will at all times be drawn from the single market price of the Stapled
Securities, which will be calculated based on the number of Stapled Securities on
issue. The granting of this ruling will enable Stride and SIML to comply with relevant
Rules as a Stapled Group.
Ruling on the Definition of “Material Information”
Decision
30. Subject to the conditions in paragraph 31 below, and on the basis that the information
provided by SPG is complete and accurate in all material respects, NZXR rules that the
reference to “price of quoted financial products of the listed issuer” in the definition of “Material
Information” (which refers to the FMCA) should be read as applying to the price of the Stapled
Securities.
31. In addition to the General Conditions set out in paragraph 5 above, this waiver is provided
on the condition that any announcement released pursuant to Rule 3.1 will explain whether
the information is material to Stride or SIML.

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Reasons
32. In coming to the decision to provide the ruling set out in paragraph 30 above, NZXR has
considered that:
a. Stride and SIML have submitted, and NZX has no reason not to accept, that it is unlikely
an investor will invest in the Stapled Securities for the sole purpose of being exposed
to one of the two Issuers (being either Stride or SIML). It is likely the market will view
the Stapled Group as a single economic entity, and one investment proposition. It is
therefore appropriate that the threshold for assessing material information is against
the effect on the price of the Quoted securities of the Stapled Group;
b. there will only be a single quoted price for the Stapled Securities under the ticker code
“SPG”, the determination of what is “Material Information” can only occur by reference
to that price. It would be difficult to determine the price for each security which makes
up the Stapled Security, in order to assess whether information will have a material
effect on the individual prices of these Quoted securities;
c. each of Stride and SIML will remain responsible for, and be required to, undertake their
own assessment of whether they hold Material Information for the purposes of the
Rules. Each Issuer will need to ensure they meet their own obligations under Rule 3.1.1
of the Rules; and
d. the conditions require this Ruling to be regularly disclosed, which will assist in bringing
this information to the attention of potential investors.
Waiver from Rule 3.5, 3.6.1(a), 3.7 and 3.8 – Financial
Reporting
Decision
33. Subject to the conditions set out in paragraph 34 below, and on the basis that the information
provided by SPG is complete and accurate in all material respects, NZXR grants SPG a
waiver from Rules 3.5, 3.6.1(a), 3.7 and 3.8 to the extent that these Rules will prevent SPG
from including the information required in Appendix 2 of the Rules, as a Stapled Group.
34. In addition to the General Conditions set out in paragraph 5 above, this ruling is provided on
the condition that:
a. Stride and SIML will release a joint report pursuant to Rule 3.5.1 as a Stapled Group;
b. Stride and SIML will release a joint report pursuant to Rule 3.6.1 as a Stapled Group;
c. each of Stride and SIML will include their individual financial statements with any report
released by the Stapled Group pursuant to Rule 3.6.1 to the extent required by applicable
Financial Reporting Legislation; and
d. Stride and SIML will release information required in Appendix 2 as a Stapled Group
except for the following requirements:
(i) paragraphs 2(d), 2(g)(iii), 2(g)(iv) and 2(g)(vii) of the Full Year Results
Announcement section; and

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(ii) paragraphs 2(d), 2(g)(iii), 2(g)(iv) and 2(g)(vi) of the Half Year Results
Announcement section.
Reasons
35. In coming to the decision to provide the waivers set out in paragraph 33 above, NZXR has
considered that:
a. Stride and SIML have submitted, and NZX has no reason not to accept, that it is unlikely
an investor will invest in the Stapled Securities for the sole purpose of being exposed to
one of the two Issuers (being either Stride or SIML). It is likely the market will view the
Stapled Group as a single economic entity, and one investment proposition. Given the
nature of the Stapled Group, Stapled Security holders and investors are interested in the
financial performance of Stride and SIML as a Stapled Group. Granting the waivers, will
enable Stride and SIML to prepare and release consolidated financial information
pertaining to the Stapled Group; and
b. the conditions in paragraph 34(c) and (d) above, will ensure that information will be
available to the market for instances where it would be helpful for Stapled Security
holders and investors to be aware of certain financial information which is specific to
Stride or SIML.
Waiver from Rule 8.3 – Shareholder Statements
Decision
36. Subject to the conditions in in paragraph 37 below, and on the basis that the information
provided by SPG is complete and accurate in all material respects, NZXR grants SPG a
waiver from Rule 8.3 to the extent that this Rule would otherwise prevent Stride and SIML
from issuing statements pursuant to this Rule as a Stapled Group.
37. In addition to the General Conditions set out in paragraph 5 above, this ruling is provided on
the condition that Stride and SIML release joint statements pursuant to this Rule, as a Stapled
Group
Reasons
38. In coming to the decision to provide the waiver set out in paragraph 36 above, NZXR has
considered that:
a. the policy behind Rule 8.3 is to ensure that the Security holders of an Issuer are able to
request information from the Issuer which will enable them to determine the class, nature
and number of Securities of that Issuer, that that person holds. The granting of this waiver
will not offend the policy behind Rule 8.3; and
b. given the nature of the Stapled Group and Stapled Securities it is likely that the holder
statements issued by Stride would be substantially the same as statements issued by
SIML, and vice versa. It could therefore be confusing to Stride and SIML’s shareholders,
as well as unnecessary, if they received two identical sets of information under these
Rules. Granting the waiver, will enable Stride and SIML to coordinate all statements
provided under this Rule, in order to present them to their shareholders as a Stapled
Group.

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Appendix One
1. Stride Property Group (
SPG
) consists of two stapled entities, Stride Property Limited (
Stride
)
and Stride Investment Management Limited (
SIML
) (together, the
Stapled Group
), the
shares of which are traded as a stapled security (
Stapled Securities
) under the combined
ticker code “SPG”.
2. On 12 July 2016, Stride and SIML completed a restructure after the approval of shareholders,
which involved the following:
a. The entry into a management agreement between Stride and SIML where SIML would
manage Stride and its property portfolio (
Stride Management Agreement
);
b. The demerging of Stride from SIML (
SIML Demerger
) where Stride distributed its entire
holding of SIML’s ordinary shares to Stride shareholders on a pro-rata basis without
consideration. Stride shareholders would also become SIML shareholders, where they
would hold one SIML share for every one Stride share that they held (
SIML
Distribution
);
c. The entry into a stapling deed between Stride and SIML (
Stapling Deed
) where each
Stride share was stapled to a corresponding SIML share (
Stapling
). The effect of the
Stapling is that investors cannot buy or sell Stride shares without buying or selling the
same number of SIML shares, and vice versa;
d. The amendment of Stride's constitution on 30 June 2016 with shareholders’ approval in
order to provide for the stapling of shares;
e. The delisting of Stride from the NXZ Main Board on 11 July 2016. The Stapled Group
was listed on the NZX Main Board, and the Stapled Securities quoted for trading under
the combined ticker code “SPG”; and
f. The Boards of Stride and SIML being comprised of the same Directors with identical
charters and policies. SIML’s Directors are appointed by shareholders or, where there is
a casual vacancy, by the SIML Board. Those Directors are automatically deemed to have
been appointed as Directors of Stride at the same time under Stride’s constitution. A
Director that resigns from the Stride Board is deemed to have resigned from the SIML
Board at the same time, and vice versa (
Mirror Board Structure
).
Ruling on definition of “Disqualifying Relationship” –
Further Background
3. Listing Rule 2.1.1 provides that there must at least be two independent Directors in the Board
of an Issuer of Quoted Equity Securities. Independent Director is defined under the Listing
Rules as a Director who is not an Employee of the Issuer and who has no Disqualifying
Relationship.
4. SPG submits that, under the Mirror Board Structure, it is possible that all the Directors of
Stride and SIML will have a Disqualifying Relationship because of their roles as Directors of
both Issuers, and because Stride and SIML are parties to the Stapling Deed. As a result,
Stride and SIML Directors could reasonably be influenced in a material way when making
decisions in relation to Stride or SIML.

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Waiver from Rules 2.2 to 2.5 and 2.7 to 2.8 – Further
Background
5. Under the Mirror Board Structure, the Boards of Stride and SIML are identical. Each Director
of each company must retire and stand for re-election, where applicable, at the same time.
6. In order for the Mirror Board structure to take effect, SIML will have the obligation to meet the
requirements under Listing Rules 2.2 to 2.5 and 2.7 to 2.8, and in meeting those requirements,
Stride will not be required to meet those requirements.
7. The Mirror Board Structure is essential in order the Stapled Group to operate and give effect
to the Stride Management Agreement.
Waiver from Rules 2.10.1 – Further Background
8. Under the Mirror Board Structure, Stride and SIML will have identical board of Directors. A
Stride Director may be “interested”, according to section 139 of the Companies Act 1993, in
any matter involving SIML, as they are "...a director... of another party to, or person who will
or may derive a material financial benefit from, the transaction...” and vice versa.
Waiver from Rules 3.5 – Further Background
9. The Stapled Group has a single remuneration pool for its common Directors, rather than a
remuneration being approved separately by shareholders of, and being paid by, Stride and
SIML.
10. But for the waiver, remuneration could only be paid if an ordinary resolution was approved by
the shareholders of Stride and the shareholders of SIML (who are the same shareholders).
Stride and SIML are concerned in this context that their Directors are not seen to be paid
twice.
11. The Stapled Group instead proposes to have the remuneration payable to the common
Directors of the Stapled Group approved by a single resolution of Stride or SIML’s
shareholders, and it would be paid by Stride and/or SIML (as applicable) out of a single pool.
Waiver from Rules 2.14, 7.8 and 7.9 – Further
Background
12. This waiver will allow the Stapled Group to co-ordinate and distribute consolidated notices,
reports and communications to holders of Stapled Securities, in accordance with the Rules
and the Companies Act 1993 to the extent that the Rules require Stride and SIML to issue
their own notices, reports and communications.
13. These consolidated notices, reports and communications will also be released through NZX
under the Stapled Group’s ticker code “SPG”.
Ruling on Rule 4.6.1 – Further Background
14. Due to nature of the Stapled Securities the number of Stride shares on issue must at all times
be equal to the number of SIML shares on issue. Any SIML shares issued to a SIML employee

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under Rule 4.6.1 must also be matched with the issue of the same number of Stride shares
to the same person.
15. Both Stride and SIML will otherwise comply with all of the requirements of Rule 4.6.1.
Waiver from Rules 3.13.1, 3.14.2 and 3.15 – Further
Background
16. This waiver will allow for Stride and SIML to release consolidated notices related to the issue,
redemption and acquisition of the Stapled Securities under the Stapled Group’s ticker code
“SPG”.
17. Stride and SIML operate a combined dividend policy. Each of Stride and SIML will provide its
own disclosure in relation to their compliance with this dividend policy for the purpose of 3.14.1
and 3.14.4.
18. Both Issuers will comply with the requirements of Rule 4.17.6 individually.
Waiver from Rule 5.2.1 – Further Background
19. SPG submits that SIML and Stride are “Related Parties” under the Rules as SIML and Stride
are Related Bodies Corporate, and therefore caught under limb (c) of the definition of
“Associated Person”. Stride and SIML are Related Bodies Corporate for the purposes of
s12(2)(c) of the Financial Markets Conduct Act 2013 (
FMCA
) as more than half of the shares
in Stride are held by the members of SIML (and vice versa) since the shareholding is identical
due to the Stapled Group structure.
20. This waiver will allow for:
a. each of Stride and SIML to enter into one or more Material Transactions for the
purposes of enabling Stride and/or SIML to establish or acquire new property
investment vehicles (
New Investment Vehicle Transactions
); and
b. each of Stride and SIML to enter into one or more Material Transactions for the
purposes of enabling SIML to establish or acquire new property management
opportunities (
New Property Management Transactions
).
21. New Investment Vehicle Transactions and New Property Management Transactions will be
intended to be beneficial to the Stapled Group and to holders of Stapled Securities. But for a
waiver, these transactions may require shareholder approval under Rule 5.2.1.
Ruling on Definition of “Average Market Capitalisation”
and “Average Market Price” – Further Background
22. The Stapled will at all times have a market capitalisation that will be the continuous
aggregation of the market value of Stride and SIML’s individual net tangible assets. From this,
the Stapled Securities will have the single ticker code “SPG”.
23. With the Stapled Group’s consolidated market capitalisation, market price and its single ticker
code, neither Stride nor SIML will be able to comply with the definition of Material Transaction
and Rules 3.4.1(a) – (d), 4.15.2(a) and 5.1.1(b) individually.

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Ruling on Definition of “Material Information” – Further
Background
24. Under section 231(1) of the FMCA, “Material Information” is information that a reasonable
person would expect to have a material effect on the price of Quoted Financial Products of
the listed issuer. The nature of the Stapled Securities, the consolidated market capitalisation
of the Stapled Group, and the single market price for the Stapled Securities, will be such that
the determination of whether information is material to either Stride or SIML for the purposes
of Rule 3.1, will need to be determined on the basis of the Stapled Securities.
Ruling on Rule 3.5, 3.6(1)(a), 3.7 and 3.8– Further
Background
25. The nature of the Stapled Securities is such that investors and in particular, holders of the
Stapled Securities, will need to be able to assess the consolidated financial performance of
Stride and SIML as a Stapled Group.
26. Stride and SIML are each individually required to comply with Financial Reporting Legislation
(to the extent applicable).
Ruling on Rule 8.3 – Further Background
27. Shareholders in Stride and SIML will only be holding the Stapled Securities

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Appendix Two

NZX Listing Rules
Average Market Capitalisation means, in relation to an Issuer, the Average Market Price
multiplied by the number of Quoted Equity Securities
carrying Votes on Day A.
Average Market Price means, on Day A, the lesser of the volume weighted
average price of an Issuer’s Quoted Equity Securities (or,
when calculating a Minimum Holding, the relevant Financial
Product) calculated from trades through the Main Board
over the following two periods:
(a) 20 Business Days before Day A, or
(b) 5 Business Days before Day A.
Disqualifying Relationship means any direct or indirect interest, position, association or
relationship that could reasonably influence, or could
reasonably be perceived to influence, in a material way, the
Director’s capacity to:
a) bring an independent view to decisions in relation to
the Issuer,
b) act in the best interests of the Issuer, and
c) represent the interests of the Issuer’s Financial
Product holders generally,
having regard to the factors described in the NZX Corporate
Governance Code that may impact director independence,
if applicable.
Independent Director means a Director who is not an Employee of the Issuer and
who has no Disqualifying Relationship.
Material Information has the meaning given in section 231(1) of the FMC Act
(read together with additional terms defined in section 232
of that Act).
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,

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(c) appointment by an Equity Security holder, as contemplated in Rule 2.4, or
(d) appointment as an alternate Director under Rule 2.5.
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.
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.
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.

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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.
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 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.
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.
[...]
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.
[...]
2.11 Directors’ Remuneration
2.11.1 No remuneration may be paid by an Issuer, or its Subsidiaries (unless such Subsidiary
is Listed), to a Director in his or her capacity as a Director without prior authorisation by
an Ordinary Resolution. Such resolution must express Directors' remuneration as either
a monetary sum per annum payable to:
(a) all Directors of the Issuer in aggregate, or
(b) any person who from time to time holds office as a Director of the Issuer.

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2.11.2 A resolution for the purposes of Rule 2.11.1:
(a) must only be approved if notice of the amount of any increase in remuneration
has been given in the notice of meeting, and
(b) may provide that the remuneration may, in whole or in part, be through an issue
of Equity Securities, provided the issue is in compliance with Rule Error!
Reference source not found..
2.11.3 If remuneration is expressed in accordance with Rule 2.11.1(a) and there is an increase
in the number of Directors from the number when the remuneration was approved by an
Ordinary Resolution, the Board may, without an Ordinary Resolution, increase the
remuneration payable to all Directors of the Issuer in aggregate. The amount of the
increase per additional Director may not exceed the amount necessary to enable the
additional Director or Directors to be paid the average amount then being paid to each
non-Executive Director (other than the chairperson) of the Issuer.
2.11.4 A lump sum payment or pension may be made to a Director or former Director, or to his
or her dependents, on retirement or cessation of office provided that the amount of the
payment, or the method of calculation, has been authorised by an Ordinary Resolution.
2.11.5 The resolutions referred to in this Rule 2.11 are subject to the voting restrictions in
Rule Error! Reference source not found..
[...]
2.14 Equity Security holder notices and meetings
2.14.1 Equity Security holders of all Classes (whether or not they have a right to Vote) are
entitled to attend annual and special meetings and to receive copies, or have access to
electronic copies, of all notices, reports and financial statements issued generally to
holders of Financial Products carrying Votes.
2.14.2 Where a Quoted Equity Security holder has only supplied an overseas address or an
electronic address, notices must be sent to that physical address or sent electronically to
such electronic address.
[...]
3.5 Results Announcement
3.5.1 Subject to Rule 3.5.3, each Issuer of Quoted Equity Securities or Quoted Debt
Securities must release a Results Announcement through MAP no later than 60 days
after the end of each financial year or half year.
3.5.2 A Results Announcement for a full financial year may be made before, or together with,
the release of an annual report.

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3.5.3 If an Issuer is required to consolidate the financial results of another Listed Issuer, it may
make its Results Announcement up to 5 Business Days after the earlier of the release of
the other Listed Issuer’s Results Announcement and the timeframe required by
Rule 3.5.1.
3.6 Preparation and delivery of Annual Reports
3.6.1 Each Issuer of Quoted Equity Securities or Quoted Debt Securities must within three
months after the end of each financial year:
(a) prepare an annual report, which must contain all information required by all
applicable laws and these Rules, and
(b) deliver, subject to Rule Error! Reference source not found., the annual report
to:
(i) NZX by release through MAP (including by URL link to the annual report
on an Issuer’s website) before or at the same time as it is made available
to Quoted Financial Product holders, and
(ii) each Quoted Financial Product holder in accordance with Rule Error!
Reference source not found..
[...]
3.7 Contents of Annual Report
3.7.1 The annual report of an Issuer of Quoted Equity Securities or Quoted Debt Securities
must contain:
(a) the information required to be published by subpart 5 of Part 5 of the FMC Act
and, in the case of a company registered under the Companies Act 1993, the
information required by section 211 of that Act,
(b) audited financial statements and the associated audit report in accordance with
the requirements of Part 7 of the FMC Act (unless the Issuer is exempt from Part
7 of that Act) or other applicable law,
(c) the names and holdings of the registered holders having the 20 largest holdings
of Quoted Financial Products at a date not earlier than two months before
publication of the annual report, provided that, where known to the Issuer,
Quoted Financial Products held through New Zealand Central Securities
Depository Limited must be treated as being held by the persons on whose
behalf New Zealand Central Securities Depository Limited is holding those
Quoted Financial Products (and, for the avoidance of doubt, New Zealand
Central Securities Depository Limited will not be treated as a registered holder)
for the purposes of determining the 20 largest holdings,

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(d) details of the Quoted Financial Products, and Financial Products that may
Convert to Quoted Financial Products, in which each Director has a Relevant
Interest at the balance date of the financial year in respect of which the annual
report is prepared,
(e) details of the spread of Quoted Financial Product holders as at a date not earlier
than two months before the publication of the annual report,
(f) the current credit rating status (if any) of the Issuer,
(g) a summary of all waivers:
(i) granted and published by NZX following an application by the Issuer, or
(ii) relied upon by the Issuer (regardless of when such waiver was granted or
published),
in the 12 month period preceding the Issuer’s balance date (or a reference to
where this information can be found on the Issuer’s website, where it must
remain available until publication of the next annual report),
(h) details of any public exercise of NZX’s powers set out in Rule Error! Reference
source not found., and
(i) for an Issuer of Quoted Equity Securities, the additional information set out in
Rule 3.8.1.
3.7.2 Any Issuer which extends its annual balance date must:
(a) prepare a report containing such information, to be released through MAP at
such time as NZX requires, and
(b) comply with Rule Error! Reference source not found..
3.8 Further Annual Report content for Issuers of Equity Securities
3.8.1 Further to the requirements of Rule 3.7.1, the annual report of an Issuer of Quoted
Equity Securities must also contain:
(a) a statement on, or URL link to a statement on, the extent to which the Issuer has
followed the recommendations in the NZX Corporate Governance Code during
the relevant financial year, and the date at which the corporate governance
statement is current (which must be the Issuer’s balance date or a later date
specified by the entity),
(b) if the Issuer has not followed a recommendation in the NZX Corporate
Governance Code for any part of the relevant financial year, the Issuer must
separately state:
(i) which recommendation, or recommendations, were not followed,

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(ii) the period over which this occurred,
(iii) the Issuer’s reasons for not following the recommendation,
(iv) what, if any, alternative governance practice was adopted in lieu of the
recommendation during that period, and
(v) that the alternative governance practice has been approved by the
Board,
however, an Issuer need not separately state those matters for any part of a
period prior to first Quotation of a Class of its Equity Securities,
(c) a quantitative breakdown as to the gender composition of the Issuer’s Directors
and Officers as at the Issuer’s balance date, including comparative figures for
the prior year which, at a minimum, must include:
(i) the number of male and female Directors, and
(ii) the number of male and female Officers,
at the relevant balance date and with comparative figures for the prior balance
date (if any).
For the purposes of this Rule 3.8.1(c), “Officer” means a person, however
designated, who is concerned or takes part in the management of the Issuer’s
business and reports directly to:
(iii) the Board, or
(iv) a person who reports to the Board,
(d) an evaluation from the Board on the Issuer’s performance with respect to its
diversity policy (if applicable),
(e) a statement as to which of its Directors are Independent Directors as at the
balance date of the financial year in respect of which the annual report is
prepared, and the factors relevant to that determination, and
(f) details of any Director who has been appointed under the provisions of the
Governing Document complying with Rule 2.4, and the Financial Product holder
which appointed that Director.
3.13 Issues, acquisitions and redemption of capital
3.13.1 If an Issuer issues, acquires or redeems:
(a) Quoted Financial Products, or

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(b) Financial Products Convertible into Quoted Equity Securities or Options to
acquire Quoted Equity Securities,
the Issuer must, subject to Rule Error! Reference source not found., provide for
release through MAP in prescribed form (as applicable) details of:
(c) the Class of Financial Product and ISIN,
(d) the number of Financial Products issued, acquired or redeemed,
(e) the nominal value (if any) and the issue, acquisition, or redemption price,
(f) whether payment was in cash,
(g) any amount paid up (if not in full),
(h) for an issue of Convertible Financial Products or Options, the principal terms of
Conversion (for example, the conversion price and conversion date and the
ranking of the Financial Product in relation to other Classes of Financial Product)
or the Option (for example, the exercise price and exercise date),
(i) the percentage of the total Class of Financial Product issued, acquired or
redeemed (calculated on the number of Financial Products of the Class,
excluding any Treasury Stock, in existence immediately prior to the issue,
acquisition or redemption),
(j) the reason for the issue, acquisition or redemption,
(k) the specific authority for the issue, acquisition or redemption (if any),
(l) any terms or details of the issue, acquisition or redemption (such as an escrow
provision),
(m) the total number of Financial Products of the Class in existence after the issue,
acquisition or redemption (excluding Treasury Stock) and the total number of
Financial Products of the Class held as Treasury Stock after the issue,
acquisition or redemption,
(n) in the case of an acquisition of Equity Securities by an Issuer which is a
company registered under the Companies Act 1993, whether those Equity
Securities are to be held as Treasury Stock, and
(o) the dates of issue, acquisition or redemption.
Subject to Rule Error! Reference source not found., notices required by this
Rule must be released through MAP within one Business Day after the issue, acquisition
or redemption. For the purposes of this Rule, the sale or transfer of Treasury Stock by
an Issuer is deemed to be an issue of Financial Products.
[...}

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3.14 Distributions, conversion and calls
[...]
3.14.2 Where the timing of a call on Quoted Financial Products is not stated in the Offer
Document or Profile, the Issuer must promptly and without delay notify NZX through
MAP after determining that date.
3.15 Further notice for Convertible Financial Products
3.15.1 Where Financial Products are Convertible at the option of the holder before final
maturity into Quoted Financial Products, the Issuer must give notice of this option by
release through MAP and to all holders of those Financial Products. That notice:
(a) must be given:
(i) if the Financial Products are Convertible on a fixed date or dates, at least
six weeks before each such date, or
(ii) if the Financial Products are Convertible on the trigger of an event, as
soon as practicable after that event has occurred or promptly and without
delay after it becomes apparent that the event will occur,
(b) need not be given if the Financial Products are Convertible at the option of the
holder at any time,
(c) must disclose any option for Conversion which may be exercised at a later date,
and
(d) must contain a statement to the effect that any Financial Products holders in
doubt as to whether Conversion is desirable should seek advice from a financial
adviser.
3.15.2 Following each Conversion of Financial Products into Quoted Financial Products, the
Issuer must promptly and without delay release through MAP notice of:
(a) the number of Financial Products Converted and the number and Class of
Quoted Financial Products into which they have been Converted,
(b) details of any interest or dividend conditions attaching to the Financial Products
into which they have been Converted, and
(c) how many Financial Products of the same Class remain to be Converted.
4.6 3% Issues to Employees and Executive Directors
4.6.1 An Issuer may issue Equity Securities if:
(a) the issue is made to, or to a trustee to hold for the benefit of, Employees and
may include Employees that are Directors or Associated Persons of Directors

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only if their participation satisfies the allocation criteria applying to Employees
generally,
(b) the issue is of a Class of Equity Securities already on issue, and
(c) the number to be issued, together with all other Equity Securities of the same
Class issued under this Rule 4.6.1 over the shorter of the previous 12 months or
the period since the Issuer was Listed, will not exceed 3% of the aggregate of:
(i) the total number of Equity Securities of that Class on issue at the
commencement of that period, and
(ii) the total number of Equity Securities of that Class issued during that
period under Rules Error! Reference source not found., Error!
Reference source not found., Error! Reference source not found.,
Error! Reference source not found. and Error! Reference source not
found.,
provided that for the purposes of this Rule 4.6.1:
(d) Financial Products which may Convert to Quoted Equity Securities are deemed
to correspond in number to, and be deemed to be of the same Class as, the
Quoted Equity Securities into which they may Convert, and
(e) if the conversion ratio is fixed by reference to the market price of the underlying
Equity Securities, unless otherwise specified in the issue terms, this is the
Average Market Price.
5.2 Transactions with Related Parties
5.2.1 An Issuer must not enter into a Material Transaction if a Related Party is, or is likely to
become:
(a) a direct party to the Material Transaction, or
(b) a beneficiary of a guarantee or other transaction which is a Material Transaction,
unless that Material Transaction is approved by an Ordinary Resolution (such resolution
being subject to the voting restrictions in Rule Error! Reference source not found.) or
conditional on such approval.
7.8 Notices of Meeting
7.8.1 The text of any resolution to be put to a meeting of an Issuer required by the Rules must
be set out in the notice of the relevant meeting.
7.8.2 Each notice of meeting must contain or be accompanied by sufficient explanation,
reports, valuations, and other information, as to enable a reasonable person entitled to
Vote to understand the effect of each resolution proposed, including:

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(a) the consequences if the resolution in question is not passed (unless such
resolution concerns a matter listed in Rule Error! Reference source not found.
to Error! Reference source not found.), and
(b) a statement outlining who is subject to voting restrictions in relation to such
resolution.
7.8.3 Each notice of meeting to consider a resolution to appoint, elect or re-elect a Director
must include the following information on each candidate:
(a) the Board’s view on whether or not the candidate would qualify as an
Independent Director (or, if the Board is unable to make such an assessment
due to a lack of information regarding a candidate nominated by an Equity
Security holder, a statement to that effect).
(b) an outline of the candidate’s experience (including specific details of relevant
roles and organisations) and, if relevant, the qualifications of the candidate, to
the extent such information is available to the Issuer after making due inquires,
and
(c) any other information that the Board considers may be useful to provide to a
Financial Product holder.
7.8.4 As a minimum, the notice of meeting for a resolution to approve an issue, acquisition or
redemption of Financial Products, or provision of financial assistance, must state or
contain so much of the following information as is applicable and known to the Issuer:
(a) the number of any Financial Products to be issued, acquired, or redeemed or, if
the number is not known, the formula to be applied to determine the number,
and the maximum number which may be issued, acquired or redeemed,
(b) the purpose of the transaction,
(c) any issue, acquisition or redemption price or, if the price is not known, the
formula to be applied to determine the price, and the time or times for payment
with sufficient detail to enable Financial Product holders to ascertain the terms to
or from any party,
(d) the party or parties to whom any Financial Products are to be issued, or from
whom they are to be acquired or redeemed, where that is known, and identifying
by name any such parties who are Directors or Associated Persons of the Issuer
or any Director,
(e) in the case of an issue, the consideration for the issue and, where that is cash,
the specific purpose for raising the cash,
(f) the period of time within which any issue, acquisition or redemption will be made,

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(g) in the case of an issue, the ranking of the Financial Products to be issued for any
future benefit, and
(h) in the case of a resolution under Rule Error! Reference source not found., the
amount and full terms of the financial assistance to be given and the party or
parties who will receive it, identifying by name any such parties who are
Directors or Associated Persons of the Issuer or any Director.
7.8.5 A notice of meeting to consider a resolution of the nature referred to in Rule 7.8.4 (other
than a resolution to permit an issue under Rule Error! Reference source not found.)
must be accompanied by an Appraisal Report if:
(a) the resolution is required by Rule Error! Reference source not found.,
(b) more than 50% of the Financial Products to be issued are intended or likely to be
acquired by Directors or Associated Persons of Directors, or
(c) more than 50% of the Financial Products to be acquired or redeemed or the
financial assistance to be given is intended or likely to go to Directors or
Associated Persons of Directors.
7.8.6 Without limiting Rule 7.8.2, notices in respect of proposed changes to a Governing
Document must explain the effect of such changes so that they can be understood
without reference to the existing or proposed Governing Document.
7.8.7 Where the Issuer is incorporated under the Companies Act 1993 and the effect of the
resolution, if passed, is that shareholders will have the right to require the Issuer to buy
their shares under section 110 or 118 of that Act, the resolution must contain a
prominent statement referring to that right.
7.8.8 A notice of meeting for the purposes of Rule 5.2.1 must:
(a) be reviewed by NZX in accordance with Rule Error! Reference source not
found.,
(b) be accompanied by an Appraisal Report, and
(c) contain such other material as is necessary to enable the holders of Financial
Products entitled to Vote to decide whether the transaction price and terms are
fair.

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7.9 Proxy approval
7.9.1 So far as is reasonably practicable, resolutions must be framed in a manner which
facilitates binary voting instructions for proxy holders.
7.9.2 A proxy form must be sent with each notice of meeting of Quoted Financial Product
holders and:
(a) as a minimum, so far as the subject matter and form of the resolutions
reasonably permits, provide for a binary voting choice (for or against) to enable a
Quoted Financial Product holder to instruct the proxy as to the casting of the
vote,
(b) not be sent with any name or office (e.g. chairperson of directors) filled in as
proxy holder, and
(c) contain a statement outlining who is subject to voting restrictions in relation to
each resolution.
7.9.3 Notwithstanding Rule 7.9.2, an Issuer may provide in the proxy form that:
(a) if, in appointing a proxy, a Quoted Financial Product holder does not name a
person as their proxy but otherwise completes the proxy form in full, or
(b) a Quoted Financial Product holder’s named proxy does not attend the meeting,
a named person or office will act as that Quoted Financial Product holder’s proxy and
vote in accordance with their express direction. If such statement is included in the proxy
form, the proxy form and notice of meeting must:
(c) clearly and prominently disclose the intention to appoint a named person or
office in the circumstances set out in Rule 7.9.3(a) and (b), and
(d) provide that the named person or office acting as proxy must:
(i) only vote in accordance with the express directions of the relevant
Quoted Financial Product holder, and
(ii) not vote on a resolution if expressly granted a discretion on how to vote
on a resolution and such resolution is subject to a voting restriction that
applies to the proxy under Rule Error! Reference source not found..
8.3 Statements
8.3.1 Every Issuer must issue to each holder of Quoted Financial Products on request a
Statement that sets out:
(a) the Class and number of Financial Products held by that holder and the total
number of Financial Products of that Class issued by the Issuer,

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(b) the register on which the holder's Financial Products are held, if other than the
principal register, and
(c) the holder's number, CSN and address.
8.3.2 An Issuer is not obliged to provide a holder with the Statement required by Rule 8.3 if:
(a) such a Statement has been provided within the previous six months, and
(b) the holder has not acquired or disposed of Financial Products of the relevant
Class since a previous Statement required by Rule 8.3 or Rule 8.3.3 was
provided.
8.3.3 Every Issuer must issue a Statement to each holder who obtains or disposes of Quoted
Financial Products upon an issue or a transfer within 5 Business Days after the date of
allotment or the date of registration of that transfer.
8.3.4 Where the Statement required by Rule 8.3.3 is issued following a transfer, the
Statement must include:
(a) all the information specified in Rule 8.3, except that the total number of Financial
Products of that Class issued by the Issuer need not be shown, and
(b) the number of Financial Products transferred (to or from the holder) in each
transfer since the last Statement.