Notice of Annual Shareholder Meeting

25137519
IMMEDIATE – 7 August 2020

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Investore Property Limited
Notice of Annual
Shareholder
Meeting 2020

Investore Property Limited Notice of Annual Shareholder Meeting 20203Investore Property Limited Notice of Annual Shareholder Meeting 20202
This Notice of Meeting 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 Meeting of Shareholders of Investore Property Limited
(Investore) and to assist you in understanding the resolutions to be put to shareholders for consideration at the
Annual Meeting of Shareholders. The Directors encourage you to read this Notice of Meeting 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 Investore’s Share
Registrar on +64 9 488 8777 if you have any queries.
Date of meeting
Time
Location
9 September 2020
11.00AM
Limelight Rooms, Aotea Centre
50 Mayoral Drive, Auckland Central
Investore Property Limited
Notice of Annual
Shareholder Meeting 2020
A. CHAIR’S ADDRESS
B. MANAGER’S ADDRESS
C. ANNUAL REPORT AND FINANCIAL STATEMENTS
To receive and consider the Annual Report and audited financial statements
of Investore Property Limited for the year ended 31 March 2020.
D. ORDINARY 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 Investore Property
Limited for the ensuing year.
Resolution 2 – Election of Director Adrian Walker: That Adrian Walker be
elected as a Director of Investore Property Limited.
Resolution 3 – Ratification of previous issue of shares under the placement:
That the previous issue under NZX Listing Rule 4.5.1 of 51,515,152 fully paid
ordinary shares in Investore Property Limited to investors at an issue price of
$1.65 per share on 5 May 2020 be approved and ratified for all purposes,
including NZX Listing Rule 4.5.1(c).
E. GENERAL BUSINESS

To consider such other business as may be lawfully raised at the meeting.
By order of the Board
Louise Hill, Company Secretary
7 August 2020
Business

Investore Property Limited Notice of Annual Shareholder Meeting 2020Investore Property Limited Notice of Annual Shareholder Meeting 202045
Explanatory
Notes
Resolution 1 – Auditor’s Remuneration
PricewaterhouseCoopers is the existing auditor of
Investore Property Limited (Investore) 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 Investore. Section 207S(a) of the Companies
Act 1993 provides that the auditor’s fees and expenses
must be fixed, either by Investore at the Annual Shareholder
Meeting or in the manner that Investore 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 Investore’s auditor.
The Board unanimously recommends that shareholders vote
in favour of Resolution 1.
Resolution 2 – Election of Director Adrian Walker
Director Adrian Walker was appointed as an Independent
Director by the Board of Investore on 3 April 2020, and
accordingly is required to stand for appointment at the
2020 Annual Shareholder Meeting. Adrian therefore retires
in accordance with NZX Listing Rule 2.7.1 and, being
eligible, offers himself for election. The Investore Board has
determined that Adrian will be an independent non-executive
Director for the purposes of the NZX Listing Rules, and will
also be ‘Independent of the Manager’ under Investore’s
constitution, if elected.
The Board unanimously supports the election of Adrian
Walker as a Director of Investore and recommends that
shareholders vote in favour of Resolution 2.
Adrian is a very experienced commercial property
executive, with over thirty years’ experience in
the property sector, including twenty years as
the General Manager of Property at Progressive
Enterprises Ltd (Woolworths New Zealand).
Adrian brings to Investore a deep knowledge of
the property industry in New Zealand, as well as
the supermarket sector, a sector that makes up a
significant portion of Investore’s property portfolio.
Adrian has a strong background in property,
financial planning and strategic management.
Adrian Walker
Independent Director
No nominations for persons for appointment to the Investore
Board were received by 24 July 2020, being the closing date
for such nominations as advised to the market pursuant to NZX
Listing Rule 2.3.2, and consequently no other person is eligible
to be elected as a Director at the Annual Shareholder Meeting.
Resolution 3 – Ratification of previous issue of shares
under the placement
On 29 April 2020 Investore announced that it was
commencing a capital raise (Offer) of up to $100 million,
comprising an $85 million underwritten placement
(Placement), and a share purchase plan for up to $15 million
with the ability to accept additional applications at Investore’s
discretion of up to a further $5 million (Share Purchase Plan).
The Placement was successfully completed on 29 April 2020.
The full $85 million was allocated, following strong support
from existing institutional shareholders and shareholders who
were clients of wealth management firms. The shares offered
under the Placement were allotted on 5 May 2020.
The Share Purchase Plan closed on 14 May 2020, and was
over-subscribed. Investore elected to accept additional
applications of $5 million, bringing the total amount accepted
under the Share Purchase Plan to $20 million, and the total
gross proceeds of the Offer to $105 million.
The net proceeds of the Offer were used to pay down bank
debt, providing funding flexibility to enable Investore to
continue its strategy to grow its portfolio, positioning it well to
secure investment opportunities that may arise, and continue
its objective of maximising distributions and total returns to
investors over the medium to long term.
The Offer also strengthened Investore’s balance sheet, with
Investore having a pro forma loan to value ratio (LVR) on
completion of the Offer of 30.4% (calculated as at 31 March
2020, as if the Offer had been completed and the acquisition
of three properties that had been contracted with Stride
Property Limited had settled as at that date).
Investore issued 51,515,152 fully paid ordinary shares under
the Placement on 5 May 2020 to institutional investors
and other investors who were invited to participate in the
Placement at a price of $1.65 per share. All the shares issued
under the Placement were issued under NZX Listing Rule
4.5.1. In broad terms, that NZX Listing Rule permits an issue
of shares up to 15% of the issued share capital of Investore
in any 12 month period without prior shareholder approval.
This limit of 15% has been temporarily increased to 25% by
NZX Regulation until the earlier of 31 October 2020 and a
date specified by NZX Regulation (upon giving not less than
10 business days’ notice), pursuant to a Class Waiver and
Ruling dated 19 March 2020 (NZX Relief). This increased limit
was part of a package of relief granted by NZX Regulation to
facilitate capital raisings by listed issuers due to the impact of
COVID-19.
The shares issued under the Placement were equal to
approximately 17% of the issued capital of Investore as at
1 May 2020.
This resolution is being proposed by the Directors in
accordance with NZX Listing Rule 4.5.1(c), which allows
shareholders to ratify a prior issue of shares that took place
under NZX Listing Rule 4.5.1. If shareholders pass
Resolution 3, and thereby ratify the issue of 51,515,152
shares under the Placement, the capacity to issue shares
under NZX Listing Rule 4.5.1 up to the limit permitted by the
rule will be refreshed by that number of shares. This would
preserve the ability of Investore to issue further shares up to
the applicable threshold in accordance with NZX Listing Rule
4.5.1, should Investore wish to undertake a further placement
of equity securities in the next 12 month period.
Failure to pass Resolution 2 will not affect the validity of the
shares issued under the Placement but will reduce the number
of shares that can be issued by Investore under NZX Listing
Rule 4.5.1 for a period of twelve months from 5 May 2020.
Upon the NZX Relief ceasing to be in force, Investore will be
unable to issue any new shares under NZX Listing Rule 4.5.1
during that period (as the number of shares issued under the
Placement exceeds the 15% limit under NZX Listing Rule
4.5.1.).
The Board (constituted by the independent Directors)
recommend to shareholders that they vote in favour of
Resolution 3, as it will provide Investore with flexibility to
raise money through the issue of further shares.

Investore Property Limited Notice of Annual Shareholder Meeting 2020Investore Property Limited Notice of Annual Shareholder Meeting 202067
Procedural Notes and
Other Information
Persons entitled to vote
Voting entitlements will be determined at 5.00 pm on
4 September 2020. Registered shareholders at that time
will be the only persons entitled to vote at the Annual
Shareholder Meeting and only the shares registered in those
shareholders’ names at that time may be voted at the Annual
Shareholder Meeting.
Voting Restrictions
Resolution 2
In accordance with clause 20.5(f) of Investore’s Constitution
and certain waivers granted by NZX Regulation to Investore
in respect of the NZX Listing Rules, Investore will disregard
any votes cast by Stride Property Limited (SPL) or its
“Associated Persons” (as defined in the NZX Listing Rules,
which will include Directors Tim Storey and John Harvey) on
Resolution 2, other than:
• Any votes cast by any Director of SPL who holds shares
in Investore in his/her personal capacity as the case
may be; or
• Any votes cast by SPL or its Associated Persons as proxy
for a shareholder who is entitled to vote on Resolution 2,
where SPL or its Associated Persons vote in accordance
with that shareholder’s express instructions to vote
“For” or “Against” Resolution 2. SPL and its Associated
Persons may not vote as proxy for a person who is
entitled to vote on Resolution 2, where such person
gives the proxy holder ‘Proxy Discretion’.
Resolution 3
In accordance with NZX Listing Rule 6.3.1, Investore will
disregard any votes cast by any shareholder who acquired
shares under the Placement (and their respective Associated
Persons (as defined in the NZX Listing Rules)) in favour
of Resolution 3. This will include SPL and its directors
(including Directors Tim Storey and John Harvey).
Proxies
A shareholder of Investore may attend and vote at the Annual
Shareholder Meeting or may appoint a proxy to attend and
vote on their behalf. A proxy need not be another shareholder
of Investore, and may be the Chair of the Meeting or any
Director of Investore.
If you wish to appoint a proxy, you should complete and return
the Proxy Voting Form enclosed with this Notice of Meeting, 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 Investore’s share registrar or the online appointment
completed through InvestorVote, no later than 11.00 am on
7 September 2020. Proxy Voting Forms must be returned
to the office of Investore’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, subject to the voting restrictions outlined above.
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. If you tick more than
one box in respect of a resolution your vote will be invalid on
that resolution.
Any shareholder whose vote will be disregarded on
Resolution 2 or Resolution 3 as outlined above is not
permitted to vote as a proxy for another person entitled to
vote on that resolution where such person gives the proxy
holder discretion on how to vote.
If shareholders intend to appoint a Director as their proxy and
mark the “Proxy’s Discretion” box for:
• Resolution 2, shareholders are advised to specify
Directors Mike Allen or Gráinne Troute as their proxy, as
any “Proxy’s Discretion” given to Directors Tim Storey
and John Harvey will be disregarded; and
• Resolution 3, shareholders are advised to specify
Directors Mike Allen, Gráinne Troute or Adrian Walker, as
any “Proxy’s Discretion” given to Directors Tim Storey or
John Harvey will be disregarded.
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 Meeting. 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.
NZX
NZX does not object to this Notice of Meeting and does not
take any responsibility for any statement contained within
this Notice of Meeting.

Investore Property Limited
Level 12, 34 Shortland Street
Auckland 1010
PO Box 6320, Victoria Street West
Auckland 1142
New Zealand
T + 64 9 912 2690

W investoreproperty.co.nz

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Lodge your Proxy Voting Form
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
Investore Property Limited’s (Investore) 2020 Annual Shareholder Meeting will be held on Wednesday 9 September 2020,
at 11.00am at the Limelight Rooms, Aotea Centre, 50 Mayoral Drive, Auckland Central, New Zealand.
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 postcode 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 for every fully paid share in Investore held at 5pm on
4 September 2020. It is intended that voting at the Annual Shareholder Meeting
(“Meeting”) will occur by way of poll.
Options on How to Vote
Option 1 - Attend the Meeting
If you propose to ATTEND the Meeting, please bring this Proxy Voting Form intact
to the Meeting, as the barcode will assist with your registration. If a representative
of a corporate security holder or proxy is to attend the Meeting, they may need to
provide evidence of your authorisation to act prior to admission.
Option 2 - Appoint a Proxy (refer to Steps 1 & 2 over the page or go to
www.investorvote.co.nz)
If you do not plan to attend the Meeting, 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 Investore. If you
appoint a proxy, that person is entitled to attend the Meeting to represent your
interests and must be present for your vote to be counted. If you wish, you may
appoint the Chair of the Meeting, 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,
subject to the restrictions set out below. 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 return
your Proxy Voting Form without direction on any Resolution, your proxy will not be
permitted to vote.
Director Voting Preferences and Voting Restrictions
Directors Mike Allen, Gráinne Troute or Adrian Walker (being the Independent
Directors of Investore) intend to vote proxies given to them marked “Proxy's
Discretion” in favour of Resolutions 1 to 3. Directors Tim Storey and John Harvey
(Directors appointed by Stride Investment Management Limited) intend to vote
any proxies given to them marked “Proxy's Discretion” in favour of Resolution 1,
but are not permitted to vote any undirected discretionary proxies in relation to
Resolutions 2 and 3.
Signing Instruction 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 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 certicate of non-revocation of the power of attorney
must be produced with this Proxy Voting Form, unless it has already been noted by
Investore Property Limited 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 persons checking
the entitlement of people to attend the Meeting will waive any time limit for prior
notice in respect of a corporation in favour of a person who at the Meeting can
produce reasonable evidence of their authority to represent the corporation.
For your proxy to be effective it must be received by 11.00am on Monday 7 September 2020.

Turn over to complete the Proxy Voting Form

Investore Property Limited’s 2020 Annual Shareholder
Meeting to be held on Wednesday 9 September 2020,
11.00am at the Limelight Rooms, Aotea Centre, 50 Mayoral
Drive, Auckland Central, New Zealand.
ATTENDANCE SLIP
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 Investore Property Limited
as my/our proxy to act generally at the Meeting on my/our behalf and to vote in accordance with the following directions at Investore Property Limited’s
2020 Annual Shareholder Meeting to be held on Wednesday 9 September 2020, 11.00am at the Limelight Rooms, Aotea Centre, 50 Mayoral Drive,
Auckland Central, New Zealand and at any adjournment of that Meeting.
(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
Ordinary Resolution
Resolution 1
T
hat the Directors be authorised to fix the remuneration of PricewaterhouseCoopers
as auditor of Investore Property Limited for the ensuing year.
Resolution 2
That Adrian Walker be elected as a Director of Investore Property Limited.
Resolution 3
That the previous issue unde
r NZX Listing Rule 4.5.1 of 51,515,152 fully paid ordinary
shares in Investore Property Limited to investors at an issue price of $1.65 per share on
5 May 2020 be approved and ra tified for all purposes, including NZX Listing Rule 4.5.1(c).