Notice of Annual Shareholder Meetings
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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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