Stride Property Limited logo

Notice of Annual Shareholder Meetings

AGM28 June 2020SPGReal Estate



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Notice of Annual
Shareholder Meetings 2020

Stride Property Limited and

Stride Investment Management Limited

E. Stride Investment Management Limited Resolutions
To consider and, if thought fit, pass the following

ordinary resolutions:

Resolution 1 – Auditor’s Remuneration: That the Directors be

authorised to fix the remuneration of PricewaterhouseCoopers

as auditor of Stride Investment Management Limited for the

ensuing year.

Resolution 2 – Re-election of Director Michelle Tierney: That

Michelle Tierney be re-elected as a Director of Stride Investment

Management Limited.

Resolution 3 – Re-election of Director Philip Ling: That Philip Ling be

re-elected as a Director of Stride Investment Management Limited.

F. General Business

To consider such other business as may be lawfully raised at the

meetings.


By order of the Boards,


Louise Hill, Company Secretary

29 June 2020

Date of Meetings: Wednesday, 29 July 2020

Time: 11. 0 0 a m

Format: Virtual meeting

This Notice of Meetings is an important document and requires your attention. It should be read in its entirety. It has

been prepared to advise you of the forthcoming Annual Meetings of Shareholders and to assist you in understanding the

resolutions to be put to shareholders for consideration at the Annual Meetings of Shareholders. The Directors encourage

you to read this Notice of Meetings and exercise your right to vote. If you do not understand any part of this document or are

in doubt as to how to deal with it, you should consult your broker or other professional adviser as soon as possible. Please

also feel free to call Stride Property Group’s Share Registrar on +64 9 488 8777 if you have any queries.

Order of Business


A. Chair’s Address

B. Chief Executive’s Address

C. Annual Report and Financial Statements

To receive and consider the Annual Report and audited

consolidated financial statements of Stride Property Group

for the year ended 31 March 2020.

D. Stride Property Limited Resolution

To consider and, if thought fit, pass the following ordinary resolution:

Resolution 1 – Auditor’s Remuneration: That the Directors be

authorised to fix the remuneration of PricewaterhouseCoopers

as auditor of Stride Property Limited for the ensuing year.

Stride Property Limited (SPL)
Resolution 1 – Auditor’s Remuneration

PricewaterhouseCoopers is the existing auditor of SPL

and has indicated its willingness to continue as auditor.

Pursuant to section 207T of the Companies Act 1993,

PricewaterhouseCoopers is automatically re-appointed at

the Annual Shareholder Meeting as auditor of SPL. Section

207S(a) of the Companies Act 1993 provides that the auditor’s

fees and expenses must be fixed, either by SPL at that Annual

Shareholder Meeting or in the manner that SPL determines at

the Annual Shareholder Meeting.

The proposed resolution, if passed by shareholders, would

authorise the Board, consistent with commercial practice,

to fix the remuneration of PricewaterhouseCoopers as SPL’s

auditor.

The Board unanimously recommends that shareholders vote in

favour of Resolution 1.

Stride Investment Management

Limited (SIML)

Resolution 1 – Auditor’s Remuneration

PricewaterhouseCoopers is the existing auditor of SIML

and has indicated its willingness to continue as auditor.

Pursuant to section 207T of the Companies Act 1993,

PricewaterhouseCoopers is automatically re-appointed at

the Annual Shareholder Meeting as auditor of SIML. Section

207S(a) of the Companies Act 1993 provides that the

auditor’s fees and expenses must be fixed, either by SIML at

that Annual Shareholder Meeting or in the manner that SIML

determines at the Annual Shareholder Meeting.


The proposed resolution, if passed by shareholders, would

authorise the Board, consistent with commercial practice,

to fix the remuneration of PricewaterhouseCoopers as

SIML’s auditor.

The Board unanimously recommends that shareholders

vote in favour of Resolution 1. L

Explanatory notes

Waste Management

East Tamaki, Auckland

Explanatory notes (cont.)
Resolution 2 – Re-election of Director Michelle Tierney

Director Michelle Tierney was last elected to the Board at the

2017 Annual Shareholder Meeting and accordingly is required

to stand for reappointment in 2020, being the third annual

meeting following her appointment. Michelle therefore retires

in accordance with NZX Listing Rule 2.7.1 and offers herself for

re-election. The SIML Board has determined that Michelle will be

an independent non-executive Director for the purposes of the

NZX Listing Rules, if elected. If elected as a Director of SIML,

Michelle will automatically be appointed as a Director of SPL,

pursuant to clause 22.4 of the SPL constitution.

The Board unanimously supports the re-election of Michelle

Tierney as a Director of SIML and recommends that shareholders

vote in favour of Resolution 2.

Michelle Tierney

Independent Director

BA, MBA

Michelle has more than 20 years’ experience in the property industry and is

the Chief Operating Officer for SCA Property Group in Australia. She was

previously the General Manager of Business Development and Strategy for

the National Australia Bank Global Institutional Bank, Fund Manager of the

$3.8 billion GPT Wholesale Shopping Centre Fund and Head of Property &

Asset Management for ASX50 company The GPT Group. Michelle is a member

of the Australian Institute of Company Directors, the Women’s Leadership

Institute Australia and is a former Associate of the Australian Property Institute.

Philip Ling

Independent Director

MSc, MRICS, CMInstD

Philip brings more than 30 years of extensive experience gained within

funds and property management entities (both listed and unlisted), in senior

management and CEO roles and directorships, throughout New Zealand,

Australia, the United Kingdom and Asia Pacific. Most recently, Philip was CEO,

Asia Pacific, of LaSalle Investment Management, a Chicago-based global

real estate funds manager with assets under management of $USD58 billion,

Chairman of the Asia Pacific Investment Committee and a member of LaSalle’s

Global Management Committee. Philip is a Chartered Surveyor, a Professional

Member of the Royal Institution of Chartered Surveyors and a former Fellow

and President of the New Zealand Institute of Quantity Surveyors.

Resolution 3 – Re-election of Director Philip Ling

Director Philip Ling was elected to the Board at the 2017

Annual Shareholder Meeting and accordingly is required

to stand for reappointment in 2020, being the third annual

meeting following his appointment. Philip therefore retires in

accordance with NZX Listing Rule 2.7.1 and offers himself for

re-election. The SIML Board has determined that Philip will be

an independent non-executive Director for the purposes of the

NZX Listing Rules, if elected. If elected as a Director of SIML,

Philip will automatically be appointed as a Director of SPL,

pursuant to clause 22.4 of the SPL constitution.

The Board unanimously supports the re-election of Philip Ling

as a Director of SIML and recommends that shareholders vote

in favour of Resolution 3.


No nominations for persons for appointment to the SIML Board

were received by SIML by 12 June 2020, being the closing date

for such nominations as advised to the market pursuant to the

NZX Listing Rules, and consequently no other person is eligible to

be elected as a Director at the SIML Annual Shareholder Meeting.

Procedural notes
and other information

Persons entitled to vote

The persons who will be entitled to vote at the Annual

Shareholder Meetings are those persons (or their proxies or

representatives) registered as holding a stapled security in SIML

and SPL on the share register at 5.00 pm on Friday 24 July 2020.

Proxies

A shareholder of SPL or SIML is entitled to attend and vote at

the Annual Shareholder Meetings and is entitled to appoint a

proxy to attend and vote on their behalf. A proxy need not be

another shareholder of SPL or SIML, and may be the Chair of the

Meetings or any Director of SPL or SIML.

If you wish to appoint a proxy, you should complete and return

the Proxy Voting Form enclosed with this Notice of Meetings, or

lodge your proxy online at www.investorvote.co.nz (see below

for further details). Lodging your proxy online will require you to

enter your CSN shareholder number and postcode/country of

residence and the secure access control number that is located

on the front of your Proxy Voting Form.

To be effective, the Proxy Voting Form must be received by

Stride Property Group’s share registrar or the online appointment

completed through InvestorVote, no later than 11.00 am on

Monday 27 July 2020. Proxy Voting Forms must be returned

to the office of Stride Property Group’s share registrar,

Computershare Investor Services Limited, either by:

• Mail in the enclosed pre-paid envelope, addressed to

Private Bag 92 119, Auckland 1142;

• Fax to +64 9 488 8787; or

• Lodge your proxy appointment online at

www.investorvote.co.nz.

A corporate shareholder may appoint a person to attend the

meetings as its representative in the same manner as it may

appoint a proxy.

If you appoint a proxy, you may either direct your proxy how to

vote for you, or you may give your proxy discretion to vote as

he/she sees fit. If you wish to give your proxy discretion, then

you must mark the appropriate boxes on the Proxy Voting Form.

If you appoint the Chair or any other Director as your proxy,

and tick the “Proxy Discretion” box, the Chair or Director, as

applicable, intends to vote in favour of the relevant resolution.

If you do not tick any box (either “For”, “Against” or “Proxy

Discretion”), the Chair or other Director (as applicable) will not

be permitted to act as your proxy.

Joint holders

Where two or more persons are registered as the holder of a

share, the vote of the person named first in the share register

and voting on the matter will be accepted to the exclusion of the

votes of the other joint holders.

Ordinary resolutions

All resolutions will be passed if approved by ordinary resolution at

the Annual Shareholder Meetings. An ordinary resolution means

a resolution passed by a simple majority of the votes of those

shareholders entitled to vote and voting on the resolution.

Virtual meeting

Due to the risks and uncertainty associated with COVID-19, Stride

Property Group has elected to hold the 2020 Annual Shareholder

Meetings by way of virtual meetings. All shareholders will have the

opportunity to attend and participate in the 2020 Annual Shareholder

Meetings online via an internet connection (using a computer, laptop,

tablet or smartphone).

Virtual meetings will be accessible on both desktop and mobile

devices. In order to participate remotely you will need to either:

• Download Lumi AGM from the App Store or Google Play Store for

free – search for Lumi-AGM; or

• Visit web.lumiagm.com on your desktop or mobile device.

Ensure that your browser is compatible – Lumi AGM supports the

latest version of Chrome, Safari, Internet Explorer, Edge or Firefox.

If you have any questions, or need assistance with the online process,

please contact Computershare on +64 9 488 8777 between

8.30am and 5.00pm Monday to Friday.

Audio will stream through the selected device, so shareholders will

need to ensure that they have the volume control on their headphones

or device turned up.

Shareholders will be able to view the presentations, vote on the

resolutions to be put to shareholders and ask questions, by using their

own computers or mobile devices. Shareholders will still be able to

appoint a proxy to vote for them, as they otherwise would, by following

the instructions on the proxy form and this Notice of Annual Meetings.

Details of how to participate ‘virtually’ are provided in the accompanying

Virtual Meeting Guide, with instructions for accessing the virtual

meeting. Shareholders are encouraged to review this guide and

download the app prior to the Annual Meetings. Shareholders will

require the meeting ID – which is 304 - 697– 052 as well as their CSN

shareholder number, which can be found on their proxy voting form, for

verification purposes.


Questions in advance of meeting

As stated, shareholders will be provided with the opportunity to submit

questions online during the Annual Shareholder Meetings. Additionally,

Stride Property Group invites shareholders to submit questions

for Stride Property Group or its Directors in advance, by email to

admin@strideproperty.co.nz. If the question is not able to be answered

during the Annual Shareholder Meetings, the answer will be made

available after the meeting.

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VIRTUAL MEETINGS
Due to the ongoing public risks relating to the spread of COVID-19, Stride will hold its first virtual Annual Meetings on Wednesday

29 July 2020 at 11.00am. All shareholders will have the opportunity to attend and participate in the 2020 Annual Meetings online via

an internet connection (using a computer, laptop, tablet or smartphone). The virtual meetings will be accessible on both desktop and

mobile devices. Please refer to the Virtual Meeting Guide 2020 that accompanies this Proxy Voting Form.

Lodge your Proxy Voting Form

Stride Property Limited

Stride Investment Management Limited

Proxy Voting Form

Online

www.investorvote.co.nz

By Mail

Computershare Investor Services Limited

Private Bag 92119, Auckland 1142, New Zealand

By Fax

+64 9 488 8787

For all enquiries contact

+64 9 488 8777

By Email

corporateactions@computershare.co.nz

Your secure access information

Control Number:

CSN/Shareholder Number:

PLEASE NOTE: You will need your CSN/Shareholder Number and post code or country of residence (if outside New Zealand)

to securely access InvestorVote and then follow the prompts to appoint your proxy.

www.investorvote.co.nz

Lodge your proxy online, 24 hours a day, 7 days a week:

Smartphone?

Scan the QR code to vote now.

Voting - General

You are entitled to one vote at the Stride Property Limited (SPL) virtual meeting and one

vote at the Stride Investment Management Limited (SIML) virtual meeting for every fully paid

share in SPL or SIML (respectively) held at 5pm on 24 July 2020. It is intended that voting

at the virtual Annual Shareholder Meetings (Meetings) will occur by way of poll.

Options on How to Vote

Option 1 - Attend the Meetings

Attendance and participation will be through a live webcast, accessed through an internet

connected computer, tablet, smartphone or similar device. Please refer to the Virtual Annual

Meeting Guide 2020, that accompanies this Proxy Voting Form, for further instructions.

Option 2 - Appointment of Proxy (refer to Steps 1 & 2 over the page or go

to www.investorvote.co.nz)

If you do not plan to attend the Meetings, you may appoint a proxy of your choice, by either

completing the form over the page or lodging your preferences online at

www. investorvote.co.nz. A proxy need not be a shareholder of SPL and SIML. If you appoint

a proxy, that person is entitled to attend the Meetings to represent your interests and must be

present for your vote to be counted.

If you wish, you may appoint the Chair of the Meetings, or any other Director as your proxy.

To do this, enter “the Chair” or the Director's name in the space allocated in Step 1 over the

page or online. If you appoint the Chair or any Director as your proxy, and you mark the “Proxy's

Discretion” box, you acknowledge that he/she may exercise your proxy even if he/she has an

interest in the outcome of the resolutions.

Should you wish to direct the proxy how to vote, the boxes over the page should be completed

for each Resolution presented in Step 2 or you can lodge your proxy preferences online. If you

mark the “Proxy's Discretion” box for any Resolution, you are directing your proxy to vote as

he or she thinks fit on your behalf (subject to the restrictions below). If you return your Proxy

Voting Form without direction on any Resolution, your proxy will not be permitted to vote.

The Chair of the Meetings and the Directors intend to vote proxies marked “Proxy's Discretion”

in favour of Resolution 1 for SPL and Resolutions 1 to 3 for SIML.

Signing Instructions for the Proxy Voting Form

Individual

Where a shareholder is an individual, this Proxy Voting Form must be signed by the

shareholder or his or her duly authorised attorney.

Joint Shareholding

In the case of joint shareholding, this Proxy Voting Form must be signed by each of the joint

shareholders (or their duly authorised attorney).

Companies

Where the shareholder is a company or corporate shareholder, this Proxy Voting Form must

be signed by a duly authorised officer or attorney.

Trusts

Where a shareholder is a trust, this Proxy Voting Form must be signed by at least one trustee

in accordance with the relevant trust deed (using the rules for an individual or a company,

depending on whether the trustee is an individual or a company).

Partnerships

Where a shareholder is a partnership, this Proxy Voting Form should be signed by at least

one partner in accordance with the rules governing the partnership (using the rules for

an individual or a company, depending upon whether the partner is an individual or a

company).

Power of Attorney

If this Proxy Voting Form has been signed under a power of attorney, a copy of the power

of attorney and a signed certificate of non-revocation of the power of attorney must be

produced with this Proxy Voting Form, unless it has already been noted by SPL, SIML or

Computershare Investor Services Limited.

Body Corporate

A body corporate shareholder may appoint a representative on its behalf in the same

manner as if it were appointing a proxy, provided that the Chair of the Meetings, the Board,

or the persons checking the entitlement of people attending the Meetings will waive

any time limit for prior notice in respect of a corporation in favour of a person who at the

Meetings can produce reasonable evidence of their authority to represent the corporation.

For your proxy to be effective, it must be received by 11:00 am (NZST) on Monday 27 July 2020

Turn over to complete the Proxy Voting Form

Signature of Shareholder(s) This section must be completed.
Shareholder 1

or Sole Director/Directoror Director (if more than one)

Shareholder 2Shareholder 3

Contact Name Contact Daytime Telephone Date

hereby appoint

of

or failing that person

of

I/We being a shareholder/s of Stride Property Limited and Stride Investment Management Limited

as my/our proxy to act generally at the Meetings on my/our behalf and to vote in accordance with the following directions at the virtual 2020 Annual

Shareholder Meetings of Stride Property Limited and Stride Investment Management Limited to be held Wednesday 29 July 2020, commencing

at 11.00am and at any adjournment of the Meetings.

(name of proxy)

(name of proxy)

(address)

(address)

STEP 1: Appoint a Proxy to Vote on Your Behalf

STEP 2: Items of Business - Voting Instructions/Ballot Paper

Please note: If you mark the Abstain box for an item, you are directing your proxy not to vote on your behalf on a poll and your votes will not be counted in

computing the required majority.

For

Against

Abstain

Proxy‘s

Discretion

For

Against

Abstain

Proxy‘s

Discretion

Ordinary Resolution for Stride Property Limited

Ordinary Resolutions for Stride Investment Management Limited

Resolution 1 - Auditor’s Remuneration

That the Directors be authorised to fix the remuneration of PricewaterhouseCoopers as auditor of Stride

Property Limited for the ensuing year.

Resolution 1 – Auditor’s Remuneration

That the Directors be authorised to fix the remuneration of PricewaterhouseCoopers as auditor of

Stride Investment Management Limited for the ensuing year.

Resolution 2 – Re-election of Director

That Michelle Tierney be re-elected as a Director of Stride Investment Management Limited.

Resolution 3 – Re-election of Director

That Philip Ling be re-elected as a Director of Stride Investment Management Limited.

Shareholders can still attend the meeting electronically, even if they have appointed a proxy

(although they will not be able to vote if a proxy has been appointed).

If your proxy is not the Chair of the Meetings or any other director of Stride, please ensure that you provide their contact details (phone and

email address). If this information is not provided, we cannot guarantee remote admission to the virtual meetings for your proxy.

Proxy contact Details (Phone): and (Email):

Stride Property Limited

Stride Investment Management Limited

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Virtual meetings are accessible on both desktop and mobile devices. In order to participate remotely you will need to either:
>Visit web.lumiagm.com on your desktop or mobile device. Ensure that your browser is compatible—Lumi AGM supports the latest

versions of Chrome, Safari, Internet Explorer, Edge and Firefox; or

>Download Lumi AGM from the App Store or Google Play Stores for free—search for Lumi AGM.

>If you have any questions, or need assistance with the online process, please contact Computershare on +64 9 488 8777 between

8.30am—5.00pm Monday to Friday (New Zealand time).

Shareholders are encouraged to download the app prior to the Annual Meetings if you will be using a mobile device.

VIRTUAL MEETING GUIDE

NEW ZEALAND RESIDENTS

Username (CSN or Holder number) and

password (postcode).

APPOINTED PROXIES

A username and password will be

provided prior to the meetings.

If you have not received your username

and password, please contact

Computershare on +64 9 488 8777

between 8.30am—5.00pm Monday to

Friday (New Zealand time).

MEETING ID

304-697-052

LOGGING IN

T

o log in, you must have the following information (which can be found on your Shareholder’s Proxy Voting Form) or you can login as

a guest if you are not a shareholder in Stride Property Group; however, you will not be able to ask any questions or vote.

VOTING AT A GLANCE

STEP 1

Open Lumi AGM and enter the

Meeting ID shown in top right

corner

STEP 2

Enter your username and

password (CSN/Holder Number

and postcode)

STEP 3

When the poll is opened,

click and select your

desired voting direction

Remote entry to the Annual Meetings will open at

10.30AM NZT on Wednesday 29 July 2020, with the

meetings commencing at 11.00AM NZT.

OVERSEAS RESIDENTS

Username (CSN or Holder Number);

and Password (three-character ISO3

country code) e.g. AUS is the ISO3 code

for Australia.

You can find a full list at

www.computershare.com/iso3

USING LUMI AGM
ACCESSING THE VIRTUAL MEETINGS

Once you have downloaded Lumi AGM or

entered web.lumiagm.com into your

internet browser, you’ll be prompted to

enter the Meeting ID and accept the

terms and conditions.

You will then be required to enter your:

>username (CSN or Holder number);

>password (postcode, or country code

for overseas residents)

NAVIGATING LUMI AGM

When successfully authenticated, the

info screen will display.

You can view meeting information, ask

questions and watch the webcast.

If you would like to watch the webcast,

press the broadcast icon at the

bottom of the screen.

WATCHING THE WEBCAST

To watch the webcast, click the black

broadcast bar on screen and push

the ► button to start the webcast.

The video and/or slides will appear

shortly after (dependent on the speed

of your internet connection).

ASKING QUESTIONS

Any shareholder or appointed proxy/

representative attending the meetings

is eligible to ask questions. If you would

like to ask a question, select then

type and submit your question. It will

be sent to the board for an answer.

Please note that not all questions may

be able to be answered during the

meeting. In this case, questions will be

followed up by email after the meeting.

NAVIGATING LUMI AGM - DESKTOP

When successfully authenticated, the

info screen will display.

You can view meeting information, ask

questions and watch the webcast.

If you would like to watch the webcast,

press

the ► button to start the

webcast.

e the pwill

VOTING IN LUMI AGM

Once the poll has been opened,

appear on the navigation bar at the

bottom of the screen—from here, the

resolution and voting choices will be

displayed.

To vote, simply select your voting

direction from the options shown on

screen. To change your vote, simply

select another direction—you can cancel

your vote by clicking ‘Cancel’.

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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