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Share Purchase Plan Opens

Capital Raise29 November 2020SPGReal Estate



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Stride Property Group
Share Purchase Plan

Offer Document

30 November 2020

Go to www.shareoffer.co.nz/stride for more

information and to apply online

This is an important document. You should read the

whole document before deciding whether to subscribe

for stapled securities. If you have any doubts as to

what you should do, please consult your broker,

financial, investment or other professional adviser.

This Offer Document may not be distributed outside

New Zealand.

NOT FOR RELEASE OR DISTRIBUTION IN THE

UNITED STATES

Contents
2 Important Information

4 Chair’s Letter

6 Part 1: Key Details

7 Part 2: Key Dates

8 Part 3: Questions and Answers

14 Part 4: Terms and Conditions

19 Part 5: Glossary

21 Part 6: Directory

Stride Property GroupShare Purchase Plan Offer Document 30 November 20201

Important Information
General information

This Offer Document has been prepared by Stride Property

Limited (SPL) and Stride Investment Management Limited

(SIML, with SPL, Stride) in connection with an offer of new

Stapled Securities (Offer Stapled Securities) under a

share purchase plan (the Offer). Each Offer Stapled Security

comprises one new ordinary share in SPL and one new

ordinary share in SIML.

The Offer is made to Eligible Shareholders under the exclusion

in clause 19 of Schedule 1 of the Financial Markets Conduct

Act 2013 (FMCA) and in reliance on a class waiver and ruling

issued by NZX Regulation dated 30 September 2020 (Class

Waiver). The effect of the Class Waiver in the context of the

Offer is to amend, on a temporary basis, the definition of Share

Purchase Plan under the Listing Rules to permit an offer of

NZ$50,000 of Stapled Securities to each registered holder

(or beneficial holder) in New Zealand under the Offer without

shareholder approval.

This Offer Document is not a product disclosure statement or

prospectus for the purposes of the FMCA or any other law, and

does not contain all of the information which may be required

in order to make an informed investment decision about the

Offer or Stride.

Further important information

A presentation providing further important information in

relation to Stride, its interim results for the six months

ended 30 September 2020, and the Offer was published by

Stride on 25 November 2020 (the Investor Presentation).

A copy of the Investor Presentation and other important

information released on 25 November 2020 are available

at www.nzx.com under the ticker code “SPG”.

The Investor Presentation includes details of the rationale for

the Offer and explains in more detail the expected impact of

the Offer, including a non-exhaustive summary of certain key

risks associated with Stride and the Offer.

You should read the Investor Presentation in full, as it contains

important information to assist you in making an investment

decision in respect of the Offer. In particular, you should read

and consider pages 37 to 41 of the Investor Presentation

(“Key Risks”) before making an investment decision.

Additional information available under continuous

disclosure obligations

Stride is subject to continuous disclosure obligations under

the Listing Rules. Market releases by Stride are available

at www.nzx.com under the ticker code “SPG”. You are

strongly cautioned not to place undue reliance on any

forward-looking statements such as indications of, and

guidance on, future earnings and financial position and

performance in any market releases made by Stride,

particularly in light of the current economic climate

and the significant volatility, uncertainty and disruption

caused by the outbreak of COVID-19.

Stride recommends that you read its market announcements

(together with the materials attached to those announcements)

and, in particular, its recent announcements regarding:

• the Offer released on 25 November 2020 (including

the Investor Presentation accompanying that

announcement);

• Stride’s most recent interim report for the six months

ended 30 September 2020, and annual report for the

year ended 31 March 2020;

• FY21 first quarter dividends released on 28 August

2020 and 31 August 2020; and

• growth in office portfolio released on 19 November 2020.

Stride may, during the Offer, make additional releases to NZX.

Shareholders should monitor Stride’s market announcements

during the period of the Offer.

No release by Stride to NZX will permit an applicant to

withdraw any previously submitted Application without Stride’s

prior written consent, whether or not there has been any

permissible variation of the Offer.

Non-standard designation

Each of SPL, SIML and Stride has been designated as a

‘Non-Standard’ (NS) issuer by NZX due to the stapled nature

of SPL and SIML securities. A copy of the waivers granted

by NZX in respect of SPL, SIML and Stride can be found

at www.nzx.com/companies/SPG. Further details of the

NZX waivers and the implications of investing in Stapled

Securities can be found on pages 140 to 142 of Stride’s

annual report for the financial year ended 31 March 2020.

See Question 21 in Part 3 (“Questions and Answers”) in

relation to the implications of investing in Stapled Securities.

Market risk

The market price for the Stapled Securities may change

materially between the date this Offer opens, the date you

apply for Offer Stapled Securities under the Offer, and the

date on which the Stapled Securities are allotted to you. This is

particularly the case given the wide fluctuations and volatility in

the share prices for many listed companies in recent times due

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

that this recent volatility will not continue or worsen, which could

have a material adverse impact on the market price for Stride.

Accordingly:

• the price paid for Offer Stapled Securities may be higher

or lower than the price at which Stapled Securities are

trading on the NZX Main Board at the time Stapled

Securities are issued under the Offer;

• the market price of Offer Stapled Securities following

allotment may be higher or lower than the Issue Price; and

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

may be able to buy Stapled Securities at a lower price

than the Issue Price.

Withdrawal and date changes

Subject to compliance with all applicable laws, Stride reserves

the right at its absolute discretion to withdraw all or any part of

the Offer and to alter the dates set out in this Offer Document.

Offering restrictions

This Offer Document is intended for use only in connection

with the Offer to Eligible Shareholders with a registered

address in New Zealand. This Offer Document does not

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

person to whom, it would not be lawful to make such an offer

or invitation.

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

Offer Stapled Securities in any jurisdiction outside New

Zealand. The distribution of this Offer Document (including an

electronic version) in a jurisdiction outside New Zealand may

be restricted by law and persons who come into possession

of it (including nominees, trustees or custodians) should seek

advice on and observe any such restrictions. Any failure to

comply with such restrictions may contravene applicable

securities law. Stride disclaims all liability in respect of any

such contravention by any other person.

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

or deliver the Offer Stapled Securities, or be in possession of,

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

documents in connection with the Offer Stapled Securities,

in any jurisdiction other than in compliance with all applicable

laws and regulations. Without limiting the foregoing, this

Offer Document may not be sent into or distributed in the

United States.

Decision to participate in the Offer

The information in this Offer Document does not constitute

a recommendation to acquire or invest in Offer Stapled

Securities and is not financial product advice to you or any

other person. This Offer Document has been prepared without

taking into account your investment objectives, financial or

taxation situation or particular needs or circumstances.

Before deciding whether to invest in Offer Stapled Securities,

you must make your own assessment of the risks associated

with an investment in Stride (including the inherent

uncertainties as to the impact of COVID-19 and the summary

of key risks on pages 37 to 41 of the Investor Presentation

(“Key Risks”)), and consider whether such an investment is

suitable for you having regard to publicly available information

(including the Investor Presentation), your personal

circumstances and following consultation with a financial or

other professional adviser. Please read this Offer Document

carefully and in full before making that decision.

No guarantee

No person named in this Offer Document (nor any other

person) guarantees the Offer Stapled Securities to be issued

pursuant to the Offer or warrants the future performance of

Stride or any return on any investment made pursuant to this

Offer Document.

Privacy

Any personal information you provide in your Application will

be held by Stride and/or the Registrar at the addresses set

out in the Directory. Stride and/or the Registrar may store

your personal information in electronic format, including in

online storage on a server or servers which may be located in

New Zealand or overseas. This information will be used for the

purposes of administering your investment in Stride.

This information will only be disclosed to third parties with your

consent or if otherwise required by law. Under the Privacy Act

1993 (or from 1 December 2020, the Privacy Act 2020), you

have the right to access and correct any personal information

held about you.

Enquiries

Enquiries about the Offer can be directed to an NZX Primary

Market Participant, or your solicitor, accountant or other

professional adviser. If you have any questions about how to

apply online or complete the Application Form, please contact

the Registrar as set out in the Directory.

Times, currency and laws

Unless otherwise stated, all references in this Offer Document

to times and dates are to times and dates in New Zealand,

all references to currency are to New Zealand dollars, and

all references to applicable statutes and regulations are

references to New Zealand statutes and regulations.

Defined terms

Capitalised terms used in this Offer Document have the

specific meaning given to them in the Glossary on page 19

of this Offer Document or in the relevant section of this Offer

Document. Words importing the plural include the singular

and vice versa.

Stride Property GroupStride Property GroupShare Purchase Plan Offer Document 30 November 2020Share Purchase Plan Offer Document 30 November 202023

Chair’s Letter
Dear Shareholder,

On 25 November 2020 we announced plans to raise approximately NZ$220 million of new equity through a placement of new

Stapled Securities (Placement) of NZ$180 million and a share purchase plan (the Offer) of up to NZ$40 million (with the ability

to accept additional Applications at Stride’s discretion), (together, the Capital Raising). The Placement was completed on

26 November 2020 and successfully raised NZ$180 million.

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

shareholders in New Zealand the opportunity to purchase up to NZ$50,000 of new Stapled Securities in Stride (subject to scaling)

without incurring brokerage or other transaction costs, at a price to be determined, as described in Part 1 of this Offer Document,

‘Key Details of the Offer’.

The new Stapled Securities are expected to be allotted on or around 15 December 2020. They will rank equally with existing

Stapled Securities at that date. Stride expects to declare a quarterly dividend for the three months ended 30 September 2020 on

30 November 2020, and if such dividend is declared then the new Stapled Securities issued under the Offer will be eligible for this

dividend, which is expected to be paid on 22 December 2020.

The aggregate number of new Stapled Securities offered under the Placement and the maximum number of new Stapled Securities

offered to each eligible shareholder in New Zealand under the Offer have been determined in reliance on a class waiver and ruling

made by NZX Regulation dated 30 September 2020, which permits (on a temporary basis) an increased number of shares to be

issued under a placement and under a share purchase plan without shareholder approval.

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

your percentage shareholding in Stride may be diluted.

Purpose of the Capital Raising

One of Stride’s strategic objectives is to build a portfolio of assets that can be used to establish new investment management

products in specific commercial property sectors to provide growth in Stride’s investment management business. Stride has

recently announced two key acquisitions that are consistent with this strategy of growing its office portfolio:

• On 19 November 2020 SPL announced that it had an unconditional agreement to acquire a Wellington office property, Grant

Thornton House, at 215 Lambton Quay for $84.5 million. This acquisition is expected to settle on 30 November 2020.

• On 25 November 2020 SPL announced that it had entered into a conditional agreement to acquire another Wellington office

building located at 20 Customhouse Quay for $228 million. This property is a new, premium grade building with base isolators

to protect the building and its occupants in the event of an earthquake, and has a long weighted average lease term (or WALT)

of 12.6 years.

These acquisitions follow the acquisition by SPL of the office building at 34 Shortland Street, Auckland, in September 2020. These

acquisitions take SPL’s office portfolio to $571 million, based on 30 September 2020 valuations (as if the acquisitions described

above had settled, as at that date, and excluding committed works at 22 The Terrace and 34 Shortland Street). This is an increase of

$385 million since 31 March 2020, including a net valuation gain of $7.2 million over the six months to 30 September 2020.

The proceeds of the Capital Raising will be used to partly fund these acquisitions, together with debt facilities. Assuming that

$40 million of Stapled Securities are issued under the Offer, SPL’s loan to value ratio after the acquisitions and the Capital Raising

is expected to be 30.3% (on a pro forma basis at 30 September 2020). If either of these acquisitions does not settle, then Stride will

use the proceeds of the Capital Raising to repay debt and seek alternative acquisitions to utilise available capital.

As stated in the interim report for the six months ended 30 September 2020, the Stride Boards have confirmed that they currently

anticipate that the combined cash dividends per share for SPL and SIML for FY21 will be 9.91 cps, assuming no further significant

restrictions or deterioration in economic activity due to COVID-19.

COVID-19

Investors should be aware that the spread of COVID-19, its effect on the global economy and actions taken in response by the

New Zealand Government are likely to have an adverse effect on Stride, its financial performance, position and prospects. It is also

possible that there will be further unforeseen negative impacts as COVID-19 continues to spread.

Stride will continue to respond to the challenges facing it, but there is no certainty as to the severity or likelihood of any such

unforeseen impacts arising nor whether any mitigating action will be effective or can be taken.

Stride’s strategy of creating an investment management business with diversified income sources and distinct balance sheets

for each of Stride’s investment management products means that Stride is well positioned to manage the impact of COVID-19.

However, the Boards are still expecting COVID-19 to have a negative impact on distributable profit

1

for FY21 of between

($0.2 million) and ($1.9 million).

Further information on the impact of COVID-19 on Stride’s business can be found on pages 6 and 7 of Stride’s interim report for the

six months ended 30 September 2020.

How you can participate in the Offer

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

as they want, up to the cap of NZ$50,000 per eligible shareholder. This is the maximum amount permitted under the NZX Listing

Rules, as increased by the recent class waiver granted by NZX.

If Applications are required to be scaled due to over-subscription, this will be done having regard to existing shareholdings on

24 November 2020 (being the Record Date for the Offer). We encourage you to read this Offer Document and seek investment

advice from a suitably qualified professional adviser before you consider investing.

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

or an online Application at www.shareoffer.co.nz/stride by 5.00pm on 9 December 2020. Online Applications at

www.shareoffer.co.nz/stride are strongly encouraged given the risk of delays with the postal system.

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

www.shareoffer.co.nz/stride.

Further information

We encourage you to read through all of Stride’s recent announcements, particularly the Investor Presentation and other materials

released on 25 November 2020 at www.nzx.com under the ticker code “SPG”. In particular, you should read and consider pages

37 to 41 of the Investor Presentation (“Key Risks”) for a non-exhaustive summary of certain key risks associated with Stride and the

Offer, including the inherent uncertainties as to the impact of COVID-19, before making an investment decision. You can also access

information, including the Investor Presentation and announcements regarding the Offer, at www.shareoffer.co.nz/stride.

If you have any questions about the Offer, please call the Stride Offer Investor Information Line on 0800 650 034 (toll free within

New Zealand) from 8.30am to 5.00pm Monday to Friday (excluding public holidays), or contact your financial adviser or other

professional adviser.

The directors of Stride who are shareholders in Stride have indicated that they intend to participate in the Offer.

On behalf of the Boards, thank you for your continued support, and we welcome your consideration of, and participation in, the Offer.

Yours sincerely,

Tim Storey

Chair

Stride Property Limited and

Stride Investment Management Limited

1. See glossary on page 19.

Stride Property GroupStride Property GroupShare Purchase Plan Offer Document 30 November 2020Share Purchase Plan Offer Document 30 November 202045

Part 1: Key DetailsPart 2: Key Dates
*

Equal participation

Each Eligible Shareholder has the right to apply for the same dollar amount of Offer Stapled Securities and on the same

terms and conditions as each other Eligible Shareholder.

Application amount

You can apply for a dollar amount of Offer Stapled Securities up to a maximum value of NZ$50,000 of Offer Stapled Securities.

Stride is accepting Applications for up to NZ$40 million of Offer Stapled Securities in aggregate (with the ability to accept

additional Applications at Stride’s discretion). Applications may need to be scaled depending on the Applications received.

Any scaling of Applications will be carried out in accordance with clause 9 of the Terms and Conditions.

Issue Price

The lower of:

(a) NZ$2.14 per Offer Stapled Security (representing a 7.0% discount to Stride’s closing market price of NZ$2.30 on the

NZX Main Board on 24 November 2020 (being the last trading day before the Placement was announced) and which

is the same price paid by investors in the Placement); and

(b) a 2.5% discount to the volume weighted average market price of the Stapled Securities traded on the NZX Main Board

over the five business day period prior to and including the Closing Date, rounded down to the nearest cent.

No underwriting

The Offer is not underwritten.

When to apply

Applications must be received by 5.00pm on the Closing Date (9 December 2020, unless extended).

How to apply

Eligible Shareholders may apply online at www.shareoffer.co.nz/stride or by completing and returning the personalised

Application Form accompanying this Offer Document together with payment, in accordance with the instructions.

Online Applications at www.shareoffer.co.nz/stride are strongly encouraged given the risk of delays with the postal system.

Receiving your Offer

Stapled Securities

You will receive your Offer Stapled Securities on the Allotment Date (15 December 2020, unless extended).

DateEvent

5.00pm on 24 November 2020Record DateThe date on which Eligible Shareholders are determined.

30 November 2020Opening DateOffer documents sent to Eligible Shareholders. Offer opens.

9 December 2020Closing DateOffer closes. Applications (with payment) must be received by 5.00pm.

14 December 2020Issue Price and results of the OfferIssue Price and results of the Offer announced.

15 December 2020Allotment Date and commencement of

trading on the NZX Main Board

Offer Stapled Securities are expected to be allotted and commence trading

on the NZX Main Board.

15 December 2020FY21 Q2 dividend record dateThe date on which entitlement to the FY21 Q2 dividend is determined.

21 December 2020Despatch DateTransaction confirmation despatched to participating Eligible Shareholders.

22 December 2020FY21 Q2 dividend payment dateFY21 Q2 dividend paid.

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

withdraw the Offer at any time prior to the issue of the Offer Stapled Securities at its absolute discretion.

Waste Management Auckland Headquarters,

318 East Tamaki Road, Auckland

Developed by Stride and now owned by Industre

Property Council of

New Zealand Supreme Award

Winner 2020

Stride Property GroupStride Property Group67Share Purchase Plan Offer Document 30 November 2020Share Purchase Plan Offer Document 30 November 2020

Part 3: Questions
and Answers

These Questions and Answers are a summary only and you

should refer to the attached Terms and Conditions for further

information.

1. What is the Offer?

The Offer allows Eligible Shareholders to purchase Offer

Stapled Securities without incurring brokerage or other

transaction costs. Stride is inviting Applications for up to

NZ$40 million of Offer Stapled Securities in aggregate

(with the ability to accept additional Applications at Stride’s

discretion).

All Offer Stapled Securities will be of the same class as,

and rank equally with, all Stapled Securities currently on

issue. The Offer Stapled Securities will, immediately after

issue, be quoted on the NZX Main Board.

2. What will the proceeds be used for?

On 19 November 2020 SPL announced that it had an

unconditional agreement to acquire a Wellington office

property, Grant Thornton House, at 215 Lambton Quay for

$84.5 million. On 25 November 2020, SPL announced

that it had entered into a conditional agreement to acquire

another Wellington office building, located at

20 Customhouse Quay, for $228 million. The proceeds

of the Capital Raising will be used to part-fund the

acquisitions of the office assets located at 215 Lambton

Quay, Wellington, and 20 Customhouse Quay, Wellington.

In the event that either acquisition does not complete,

Stride will repay debt and seek alternative acquisitions.

This is consistent with one of Stride’s strategic objectives,

of building a portfolio of assets that can be used to

establish new investment management products in

specific commercial property sectors to provide growth in

Stride’s investment management business.

In addition, SIML will receive $5 million of the gross

proceeds of the Capital Raising to provide further capital

for its investment management business.

3. Am I eligible?

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

shareholder of Stride and:

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

Securities at 5.00pm on the Record Date, which was

24 November 2020;

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

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

a U.S. Person.

Any failure to comply with the above restrictions may

contravene applicable securities law. Stride disclaims all

liability in respect of any contraventions by such persons.

4. What is the price of the Offer Stapled Securities?

The Issue Price will be the lower of:

(a) NZ$2.14 per Offer Stapled Security (representing

a 7.0% discount to Stride’s closing market price of

NZ$2.30 on the NZX Main Board on 24 November

2020 (being the last trading day before the Placement

was announced) and which is the same price paid by

investors in the Placement); and

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

market price of the Stapled Securities traded on the

NZX Main Board over the five business day period prior

to and including the Closing Date, rounded down to the

nearest cent.

The Issue Price will be fixed as at 5.00pm on 9 December

2020 (being the Closing Date) and is expected to be

announced through NZX on 14 December 2020.

5. How many Offer Stapled Securities can I purchase?

Eligible Shareholders may elect to apply for a dollar

amount of Offer Stapled Securities up to a maximum value

of NZ$50,000.

Stride is accepting Applications for up to NZ$40 million

of Offer Stapled Securities in aggregate (with the ability

to accept additional Applications at Stride’s discretion).

Applications may need to be scaled depending on the

Applications received. Any scaling of Applications will be

carried out in accordance with clause 9 of the Terms and

Conditions.

You should make payment by way of electronic funds

transfer to Stride in New Zealand dollars for the value

applied for.

6. Are there any conditions to the Offer?

No. However, Stride reserves the right to terminate

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

Securities on the Allotment Date.

If the Offer is cancelled for any reason, all application

monies will be returned to you and no Offer Stapled

Securities will be allotted under the Offer. No interest will

be payable on any monies returned to you. Refunds will not

be paid for any difference arising solely due to rounding or

where the aggregate amount of the refund payable to you

is less than NZ$5.00.

7. What if I own Stapled Securities through a trustee or

custodian?

If you own Stapled Securities through a trustee

or custodian, then subject to certain certification

requirements and other conditions, you may instruct the

trustee or custodian to purchase Offer Stapled Securities

on your behalf, up to the NZ$50,000 limit.

If you own Stapled Securities through a trustee or

custodian and also own Stapled Securities in your own

name, then you may either purchase Offer Stapled

Securities yourself or instruct your trustee or custodian to

purchase Offer Stapled Securities on your behalf. You may

not do both.

If you are a custodian or hold Stapled Securities

through a custodian, please refer to clause 4 of the Terms

and Conditions.

8. What about joint holders?

Joint holders are treated as a single shareholder under the

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

amount of Offer Stapled Securities up to a maximum value

of NZ$50,000.

9. Do I have to participate?

No. Participation is entirely voluntary.

10. Will my shareholding be diluted if I do not participate?

If you choose not to participate in the Offer, your

shareholding percentage in Stride will be diluted. For

example, assuming that NZ$220 million is raised under

the Placement and the Offer (taking into account

the NZ$180 million of shares to be issued under the

Placement and assuming the amount to be raised in the

Offer of NZ$40 million (i.e., assuming Stride does not

exercise its discretion to accept additional Applications)

is fully subscribed and the Offer Stapled Securities

are issued at NZ$2.14 per Offer Stapled Security),

approximately 102.8 million Stapled Securities will be

issued and if you do not elect to acquire any Offer Stapled

Securities in the Offer (and did not receive any Stapled

Securities under the Placement), your shareholding will be

diluted by approximately 22.0%.

This dilution will relate only to your percentage shareholding

of Stride as the number of Stapled Securities that you hold

will not change as a result of not participating in the Offer.

While Stride has attempted to make the Offer as fair as

possible for Eligible Shareholders by permitting each

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

Offer Stapled Securities, the Offer is not a pro-rata

offer and, even if you participate in the Offer, your

shareholding percentage in Stride may change. Whether

your shareholding in Stride increases or decreases will

depend on the amount of Offer Stapled Securities you

apply for, how many Existing Stapled Securities you

hold on the Record Date and how many Offer Stapled

Securities other Eligible Shareholders apply for and are

allotted under the Offer.

Larger shareholders may not be able to obtain sufficient

Offer Stapled Securities to maintain their percentage

shareholding, while smaller shareholders may be able to

increase their percentage shareholding.

11. Is this offer transferable to another person?

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

your right to purchase Offer Stapled Securities under the

Offer to anyone else.

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

The events relating to COVID-19 have resulted in

significant market falls and volatility in New Zealand and

overseas, including the prices of securities traded on the

NZX Main Board.

The market price of Stapled Securities may change

materially between the date this Offer opens, the date you

apply for Offer Stapled Securities under the Offer, and the

date on which the Stapled Securities are allotted to you.

This is particularly the case given the wide fluctuations and

volatility in the share prices for many listed companies in

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

There is no certainty that this recent volatility will not

continue or worsen, which could have a material adverse

impact on the market price for Stride.

Accordingly:

• the price paid for Offer Stapled Securities may be

higher or lower than the price at which Stapled

Securities are trading on the NZX Main Board at the

time Stapled Securities are issued under the Offer;

• the market price of Offer Stapled Securities following

allotment may be higher or lower than the Issue Price; and

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

may be able to buy Stapled Securities at a lower price

than the Issue Price.

You should:

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

and your participation under the Offer; and

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

important information to assist you in making an

investment decision in respect of the Offer. In

particular, you should read and consider pages 37 to

41 of the Investor Presentation (“Key Risks”) before

making an investment decision.

13. Where can I get further information?

You should read the Investor Presentation and other

important information released on 25 November 2020,

which is available at www.nzx.com under the ticker

code “SPG”.

The Investor Presentation includes details of the rationale

for the Offer and explains in more detail the expected

impact of the Offer, including a non-exhaustive summary

of certain key risks associated with Stride and the Offer.

You should read the Investor Presentation in full, as it

contains important information to assist you in making an

investment decision in respect of the Offer. In particular,

you should read and consider pages 37 to 41 of the

Stride Property GroupStride Property GroupShare Purchase Plan Offer Document 30 November 2020Share Purchase Plan Offer Document 30 November 202089

Investor Presentation (“Key Risks”) before making an
investment decision.

Further information about Stride, including its most recent

annual report released on 23 June 2020, and its interim

report released on 25 November 2020, can be obtained

from Stride’s website: www.strideproperty.co.nz.

You may obtain, free of charge, the most recent annual

report and financial statements of Stride by contacting

Stride as set out in the Directory on page 21, or you may

download the documents from Stride’s website:

www.strideproperty.co.nz.

Stride is subject to continuous disclosure obligations

under the Listing Rules. Market releases by Stride are

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

Stride may, during the Offer, make additional releases

to NZX. Shareholders should monitor Stride’s market

announcements during the period of the Offer. No release

by Stride to NZX will permit an applicant to withdraw

any previously submitted Application without Stride’s

prior written consent, whether or not there has been any

permissible variation of the Offer.

You are strongly cautioned not to place undue

reliance on any forward-looking statements such as

indications of, and guidance on, future earnings and

financial position and performance in any market

releases made by Stride, particularly in light of the

current economic climate and the significant volatility,

uncertainty and disruption caused by the outbreak of

COVID-19.

You should read the information referred to in the

Important Information section of this Offer Document

under the headings “Further important information”

and “Additional information available under continuous

disclosure obligations”.

14. What is the current market price?

The market price of the Stapled Securities is quoted on the

NZX website at www.nzx.com.

15. How do I apply for Offer Stapled Securities under

the Offer?

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

at www.shareoffer.co.nz/stride or by following the step-

by-step instructions set out on the reverse of the enclosed

personalised Application Form.

If you apply online you will need your CSN/Holder Number.

You must pay for your Application electronically by

electronic funds transfer to Stride.

If you apply using the Application Form, send your completed

Application Form to the Registrar. We strongly recommend

that you scan and email your completed Application Form

to the Registrar at stride@computershare.co.nz (please

put “Stride Share Purchase Plan” in the subject for easy

identification) and make payment by electronic funds

transfer, as set out in the instructions on the Application

Part 3: Questions

and Answers (continued)

Form, by the Closing Date. If the exact amount of money is

not tendered, Stride reserves the right not to accept all or

part of your payment. In those circumstances, Stride will

return your Application or refund all or part of your payment

without interest.

Online Applications at www.shareoffer.co.nz/stride are

strongly encouraged.

You will not be able to withdraw or revoke your Application

once you have sent it in.

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

Offer Stapled Securities?

The Offer opens on 30 November 2020 and is expected to

close at 5.00pm on 9 December 2020, unless extended. If

you want to participate you should ensure your Application

and payment is received by 5.00pm on 9 December 2020.

Online Applications at www.shareoffer.co.nz/stride are

strongly encouraged.

Please allow adequate time for electronic funds

transfers to be cleared into Stride’s bank account by

this time. Online Applications are strongly encouraged

given the risk of delays in the postal system, but if you

do mail in your Application, please allow adequate time

for mail deliveries to be received. Applications received

after the closing time may not be accepted.

You will receive the Offer Stapled Securities issued to

you under the Offer on the Allotment Date, which is

currently expected to be on or around 15 December

2020. Confirmation of the number of Offer Stapled

Securities issued to you under the Offer will be sent on

the Despatch Date, currently expected to be on or around

21 December 2020.

17. How many Offer Stapled Securities will I receive?

Subject to scaling, you will receive the number of Offer

Stapled Securities equal to the dollar amount of Offer

Stapled Securities you have validly applied for (and

payment has been received in respect of) divided by the

Issue Price. If the dollar amount of Offer Stapled Securities

you have applied for (or are allocated) does not equal a

whole number of Offer Stapled Securities once divided

by the Issue Price, the number of Offer Stapled Securities

allotted to you will be rounded down to the nearest whole

number of Offer Stapled Securities. Any difference due to

rounding or under NZ$5.00 will be retained by Stride.

Any scaling of Applications will be carried out in

accordance with clause 9 of the Terms and Conditions.

18. Will the Offer Stapled Securities be quoted?

The Offer Stapled Securities will be quoted on the NZX

Main Board. The NZX Main Board is a licensed market

operated by NZX, which is a licensed market operator

regulated under the Financial Markets Conduct Act 2013.

However, NZX accepts no responsibility for any statement

in this Offer Document.

It is expected that you will be able to commence trading the

Offer Stapled Securities allotted to you under the Offer on

the NZX Main Board on the Allotment Date.

19. Why is there a maximum Application amount?

The Offer needs to comply with the conditions imposed

by the Listing Rules. The offer of Offer Stapled Securities

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

Shareholder is being undertaken under Listing Rule

4.3.1(c) (Share Purchase Plan), as modified by a class

ruling issued by NZX Regulation on 30 September 2020.

20. What is Stride’s dividend policy?

Stride’s dividend policy is to target a cash dividend to

shareholders that is between 95% and 100% of its

distributable profit. Distributable profit is presented to

enable investors to see an earnings measure which more

closely aligns to Stride’s underlying and recurring earnings

from its operations. Distributable profit is a non-GAAP

measure and consists of profit/(loss) before income tax,

adjusted for determined non-recurring and/or non-cash

items, share of profits in equity-accounted investments,

dividends received from equity-accounted investments and

current tax. See Note 4.2 to Stride’s Consolidated Interim

Financial Statements for the period ending 30 September

2020 for further information.

21. What are the implications of investing in Stapled

Securities?

The practical implications of a shareholder holding a

Stapled Security include that:

(a) The shareholder is a shareholder of both SPL and SIML.

(b) In order to sell a SPL share or a SIML share,

the corresponding SIML share or SPL share,

as applicable, also needs to be sold to the

same purchaser.

(c) Market disclosures via NZX may be made in respect

of the Stride companies as a whole, but each of

SPL and SIML will continue to be obliged to make

announcements under the Listing Rules according

to the nature of the disclosure (for example,

announcements about the declaration of a dividend or

the passing of a resolution at a meeting of shareholders

would be made by the relevant company).

(d) The only quoted price of a SPL share and/or a SIML

share on the NZX Main Board will be the quoted price

for the Stapled Security.

(e) The materiality of “Material Information” for continuous

disclosure purposes under the Listing Rules will be

assessed against the potential effect on the price

of Stapled Securities as there will not be a separate

quoted price available for each of SPL and SIML. Any

disclosure of “Material Information” made by Stride

will explain whether the information is material to SPL

and/or SIML.

(f) New issues of Stapled Securities (such as the

Placement and the Offer) will result in equal numbers of

SPL shares and SIML shares being issued.

(g) Shareholders are entitled to attend, or vote by proxy,

at separate meetings of shareholders of each of SPL

and SIML. For some transactions involving SPL and

SIML (for example, an issuance of Stapled Securities

being made with shareholder approval under the

Listing Rules), resolutions might be required from

shareholders in respect of the same matter. In that

case, the relevant transaction will only be able to

proceed if the respective resolutions are approved at

shareholder meetings of both SPL and SIML.

(h) Distributions will be received, to the extent declared,

from each of SPL and SIML.

22. Why are not all shareholders eligible to participate in

the Offer?

Stride considers that the legal requirements of jurisdictions

other than New Zealand are such that it would be unduly

onerous for Stride to make the Offer in those jurisdictions.

This decision was made having regard to the number of

Shareholders in such overseas jurisdictions and the costs

of complying with overseas legal requirements.

23. Further assistance

If you have any further questions, please contact your

broker, financial, investment or other professional advisor

before making your investment decision.

If you have any questions about how to apply online

or complete the Application Form, please contact the

Registrar as set out in the Directory on page 21.

Stride Property GroupStride Property GroupShare Purchase Plan Offer Document 30 November 2020Share Purchase Plan Offer Document 30 November 20201011

Wellington shoreline showing 20 Customhouse Quay (with Deloitte signage) and SPL’s Meridian building directly in front
Stride Property GroupStride Property GroupShare Purchase Plan Offer Document 30 November 2020Share Purchase Plan Offer Document 30 November 20201213

Part 4: Terms and
Conditions

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

Application or completing and returning an Application Form, you are

accepting the risk that the market price of Stapled Securities may

change between the Opening Date, the date at which you send in

an Application and the Allotment Date. This means that it is possible

that up to or after the Allotment Date, you may be able to buy Stapled

Securities at a lower price than the Issue Price.

We encourage you to seek your own financial advice regarding your

participation in the Offer.

Consistent with the representations, warranties and

acknowledgements contained in these Terms and Conditions and

the Application Form, you may not submit any completed Application

Forms for any person outside New Zealand. Failure to comply with

these restrictions may result in a violation of applicable securities laws.

1. Offer timetable

Record Date: Eligible Shareholders registered at 5.00pm on

24 November 2020 may participate in the Offer.

Opening Date: The Offer opens on 30 November 2020.

This Offer Document is sent to Eligible Shareholders on

30 November 2020.

Closing Date: The Offer closes at 5.00pm on 9 December

2020, unless extended. Applications must be received by this

time. Applications may, at Stride’s option, not be processed or

held to be valid if they have not been received by this time.

Issue Price and results of the Offer announced: The Issue

Price and results of the Offer will be announced through NZX on

14 December 2020.

Allotment Date: The Offer Stapled Securities are proposed to

be settled and allotted on or around 15 December 2020.

Commencement of trading on the NZX Main Board: Stride

expects the Offer Stapled Securities will commence trading on

the NZX Main Board on the Allotment Date.

Despatch Date: Stride expects that a transaction confirmation

will be despatched to you on or around 21 December 2020.

Stride has a discretion to change, at any time, any of the

Closing Date, the Allotment Date and the Despatch Date

(notwithstanding that the Offer has opened, or Applications have

been received) by lodging a revised timetable with NZX.

2. Eligible Shareholders

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

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

Record Date, was recorded in the Stapled Security Register as

being a registered holder of Existing Stapled Securities and has

a registered address in New Zealand, unless that person holds

Stapled Securities on behalf of another person who resides

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

will be an Eligible Shareholder.

2.2 Joint holders of Stapled Securities are taken to be a single

registered holder of Stapled Securities for the purposes of

determining whether they are an Eligible Shareholder and the

certification on the online Application or Application Form is

taken to have been given by all of them.

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

are personal to you and non-renounceable, so you may not

transfer them.

2.4 Stride accepts no liability where an Eligible Shareholder does not

receive an Application Form, or does not receive the Application

Form in time.

3. Issue Price and Number of Offer Stapled Securities

3.1 The Issue Price for Offer Stapled Securities under the Offer will

be the lower of:

(a) NZ$2.14 per Offer Stapled Security (representing a 7.0%

discount to Stride’s closing market price of NZ$2.30 on

the NZX Main Board on 24 November 2020 (being the last

trading day before the Placement was announced) and which

is the same price paid by investors in the Placement); and

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

of the Stapled Securities traded on the NZX Main Board over

the five business day period prior to and including the Closing

Date, rounded down to the nearest cent.

3.2 The Issue Price will be fixed as at 5.00pm on 9 December 2020

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

through NZX on 14 December 2020.

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

Securities equal to the dollar amount of Offer Stapled Securities

you have validly applied for (and payment has been received

in respect of) divided by the Issue Price. If the dollar amount of

Offer Stapled Securities you have applied for (or are allocated)

does not equal a whole number of Offer Stapled Securities once

divided by the Issue Price, the number of Offer Stapled Securities

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

of Offer Stapled Securities. Any difference due to rounding or

under NZ$5.00 will be retained by Stride.

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

Shareholders may elect to purchase a dollar amount of Offer

Stapled Securities up to a maximum value of NZ$50,000,

by filling in the appropriate box on the online Application or

Application Form. The number of Offer Stapled Securities you

receive on the Allotment Date may be subject to scaling, as

described in clause 9 of these Terms and Conditions.

3.5 Eligible Shareholders may only make a single Application for

Offer Stapled Securities under the Offer. This applies to all

Eligible Shareholders, including those who receive more than

one offer under the Offer (for example, because they hold

Stapled Securities in more than one capacity) and including

whether the Eligible Shareholder is applying through a

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

Stapled Securities through a trustee or custodian and also

own Stapled Securities in your own name, then you may either

purchase Offer Stapled Securities yourself or instruct your

trustee or custodian to purchase Offer Stapled Securities on

your behalf. You may not do both.

4. Custodians

4.1 Any Eligible Shareholder that:

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

Existing Stapled Securities on the Record Date by reason only

of acting for another person in the ordinary course of business

of that trustee corporation or nominee company; or

(b) holds Stapled Securities by reason only of being a bare

trustee of a trust to which the Stapled Securities are subject,


is a custodian under the Offer.

4.2 Custodians may apply to purchase Offer Stapled Securities

under the Offer but only up to the total value of Offer Stapled

Securities applied for on behalf of each beneficial owner in

New Zealand for which the custodian acts as a custodian.

Custodians must confirm to Stride that they are holding Stapled

Securities as a custodian for beneficial owners by providing the

written certification to Stride described in clause 4.3 below.

Each beneficial owner may only direct the custodian to apply on

behalf of that beneficial owner for Offer Stapled Securities as

described in clauses 3.4 and 3.5. A separate online Application or

Application Form must be completed for each beneficial owner.

4.3 If a custodian applies to purchase Offer Stapled Securities on

behalf of one or more beneficial owners, the custodian must

certify to Stride in writing together with the Application:

(a) that the custodian holds Stapled Securities directly or

indirectly as a custodian for beneficial owners;

(b) the number of those beneficial owners;

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

Stapled Securities the beneficial owner or the beneficial

owner’s agent has instructed the custodian to accept on

behalf of that beneficial owner;

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

any of those beneficial owners for which it acts directly or

indirectly as a custodian, Offer Stapled Securities the total

issue price of which is more than NZ$50,000; and

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

submitting an Application is not making an Application as an

Eligible Shareholder for Offer Stapled Securities under the

Offer, and no other custodian is submitting an Application

under the Offer for that beneficial owner.

5. Completing the Application and paying for Offer Stapled

Securities

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

Application on the offer website www.shareoffer.co.nz/stride

or the Application Form and make an electronic funds transfer

in accordance with the instructions on the Offer website or the

Application Form. Payments must be drawn on a New Zealand

bank account.

5.2 Eligible Shareholders should make an electronic funds transfer

for the dollar amount of Offer Stapled Securities applied for.

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

on 9 December 2020. Applications received after that date will

only be accepted at Stride’s discretion. Online Applications at

www.shareoffer.co.nz/stride are strongly encouraged. Due to

the risk of delay in posting applications, shareholders applying

via the Application Form are strongly recommended to scan

and email their completed Application Form to the Registrar

at stride@computershare.co.nz (please put “Stride Share

Purchase Plan” in the subject line for easy identification).

6. Stride’s discretion to accept, reject or scale back

Applications

6.1 Stride has discretion to accept or reject your Application to

purchase Offer Stapled Securities under the Offer, including

(without limitation) if:

(a) your Application Form or online Application is incorrectly

completed or incomplete or otherwise determined by Stride

to be invalid;

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

correctly;

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

Zealand dollars for the exact New Zealand dollar amount of

Offer Stapled Securities that you have applied for;

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

of Offer Stapled Securities (except if you are a custodian

applying on behalf of more than one beneficial owner in

accordance with clause 4.2);

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

Stride has discretion to accept late Applications and

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

Applications and payments, if not processed, will be returned

to you at your registered address within five business days of

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

receipt in respect of any late Application received after the

Allotment Date. No interest will be paid on any application

monies returned to you;

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

custodian; or

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

these Terms and Conditions.

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

any Application for Offer Stapled Securities under the Offer,

subject to clause 9. Stride reserves the right to terminate the

Offer and reject all Applications at any time prior to the issue of

the Offer Stapled Securities on the Allotment Date.

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

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

applicant will receive the number of Offer Stapled Securities in

respect of which the Application is accepted at the Issue Price

and a refund of the balance of the relevant application monies.

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

rounding or where the aggregate amount of the refund payable

to an applicant is less than NZ$5.00. All refunds will be made

without interest.

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

dividend payments be made. Any refunds will be issued within

five business days following the Allotment Date.

Stride Property GroupStride Property GroupShare Purchase Plan Offer Document 30 November 2020Share Purchase Plan Offer Document 30 November 20201415

7. Significance of sending in an Application
7.1 If you apply to participate in the Offer by completing and

returning the Application Form or completing an online

Application:

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

this Offer Document (including the “Important Information”

section) and the Investor Presentation (including pages 37 to

41 of the Investor Presentation (“Key Risks”)) in their entirety;

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

Conditions, will be irrevocable and unconditional

(i.e., it cannot be withdrawn);

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

entitled to apply for Offer Stapled Securities under these

Terms and Conditions and that all details and statements in

your Application are complete and accurate;

(d) you agree to be bound by the Constitutions;

(e) you acknowledge that the Offer may be withdrawn by Stride

at any time and may not proceed;

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

cause, a breach of any law in any jurisdiction;

g) you certify to Stride that you are not applying for Offer

Stapled Securities under the Offer with an application

value in excess of NZ$50,000 even though you may have

received more than one offer under the Offer or received

offers in more than one capacity under the Offer;

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

back any Applications, you authorise Stride (and its officers

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

Application and to complete the Application by the insertion

of any missing details;

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

determine that your Application is valid, in accordance

with these Terms and Conditions, even if the Application is

incomplete, contains errors or is otherwise defective;

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

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

Application;

(k) you agree to indemnify Stride for, and to pay to Stride within

five business days of demand, any dishonour fees or other

costs Stride may incur in presenting a cheque for payment

which is dishonoured;

(l) you acknowledge that none of Stride, its advisers or agents

has provided you with investment advice or financial product

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

advice concerning your decision to apply for and purchase

Offer Stapled Securities under the Offer;

(m) you acknowledge the risk that the market price for the

Stapled Securities may change materially between

the Opening Date, the date you apply for Offer Stapled

Securities under the Offer and the Allotment Date. This is

particularly the case given the wide fluctuations and volatility

in the share prices for many listed companies in recent times

due to the continuing impacts of COVID-19. Accordingly, you

acknowledge that:

(i) the price paid for Offer Stapled Securities may be higher

or lower than the price at which Stapled Securities are

trading on the NZX Main Board at the time Offer Stapled

Securities are issued under the Offer;

(ii) the market price of Offer Stapled Securities following

allotment may be higher or lower than the Issue Price;

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

may be able to buy Stapled Securities at a lower price

than the Issue Price; and

(iv) a change in the market price of Stapled Securities prior

to the Issue Price being determined may affect the Issue

Price;

(n) you acknowledge that Stride is not liable for any exercise of

its discretions referred to in these Terms and Conditions;

(o) you represent and warrant that you are not a resident of nor

located in the United States and you are not acting on behalf

of a person in the United States and will not purchase any

Offer Stapled Securities with a view to re-sale in the United

States or to or for the account or benefit of a person in the

United States; and

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

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

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

7.2 If a custodian applies to purchase Offer Stapled Securities under

the Offer for a beneficial owner pursuant to clause 4.2, the

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

be given by the beneficial owner on whose behalf the custodian

is applying to purchase Offer Stapled Securities.

8. Issue Price

You agree to pay the Issue Price per Offer Stapled Security up

to the maximum dollar amount you have specified in your online

Application or on the Application Form.

9. Scaling

9.1 Stride reserves the right to scale back, at its absolute discretion,

any Application for Offer Stapled Securities under the Offer,

including where Stride determines not to accept additional

Applications over $40 million, or decides not to accept all

additional Applications.

9.2 Any scaling of Applications will be undertaken by Stride having

regard to the number of Existing Stapled Securities held by the

applicant (or, in the case of an Application made by a custodian,

the relevant beneficial owner(s)) at the Record Date.

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

Stapled Securities you will be allotted will be rounded down to

the nearest whole number of Offer Stapled Securities.

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

than the value of the Offer Stapled Securities you will be allotted.

The difference will be refunded to you in the manner in which

you have elected dividends be paid within five business days of

the Allotment Date. No interest will be paid on any application

monies returned to you. Refunds will not be paid for any

difference arising solely due to rounding or where the aggregate

amount of the refund payable to you is less than NZ$5.00.

Part 4: Terms and

Conditions (continued)

10. Offer Stapled Securities

10.1 Offer Stapled Securities issued under the Offer will rank

equally with, and have the same voting rights, dividend

rights and other entitlements as, existing fully paid Stapled

Securities quoted on the NZX Main Board. Eligible

Shareholders will receive the quarterly dividend for the

quarter ended 30 September 2020, which is expected to be

declared on 30 November 2020 and paid on 22 December

2020, in respect of any Offer Stapled Securities allocated to

them under the Offer.

10.2 Applicants for Offer Stapled Securities will be bound by

the Constitutions and the terms of the Offer set out in this

Offer Document.

10.3 It is a term of the Offer that Stride will take any necessary steps

to ensure that the Offer Stapled Securities are immediately

after issue quoted on the NZX Main Board.

10.4 The Offer Stapled Securities will be quoted on the NZX Main

Board. The NZX Main Board is a registered market operated by

NZX (which is a licensed market operator regulated under the

Financial Markets Conduct Act 2013). However, NZX accepts

no responsibility for any statement in this Offer Document.

10.5 You cannot trade in any Offer Stapled Securities issued to

you pursuant to the Offer, either as principal or agent, until

quotation of the Offer Stapled Securities on the NZX Main

Board in accordance with the Listing Rules. Stride expects that

the Offer Stapled Securities will commence trading on the NZX

Main Board on the Allotment Date.

11. Amendments to the Offer and waiver of compliance

11.1 Notwithstanding any other term or condition of the Offer,

the Application Form and/or the Offer website, Stride may,

at its discretion:

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

and Conditions (in which case Applications for Offer

Stapled Securities under the Offer will remain binding

on the applicant notwithstanding such modification and

irrespective of whether an Application was received by the

Registrar before or after such modification is made); and/or

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

issue of Offer Stapled Securities under the Offer. If the

Offer is terminated, application monies will be refunded

to applicants without interest within five business days of

termination.

11.2 Stride reserves the right to waive compliance with any

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

accordance with New Zealand law, including the Listing Rules).

11.3 If Stride waives compliance with any provision of these

Terms and Conditions, such waiver will apply to all Eligible

Shareholders.

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

suspension, withdrawal or termination of the Offer.

12. Governing Law

These Terms and Conditions shall be governed by and

construed in accordance with the laws of New Zealand.

13. Disputes

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

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

in relation to any particular Eligible Shareholder, applicant,

Application or Stapled Security. Stride’s decision will be final

and binding.

14. Inconsistency

Unless otherwise determined by the Boards, in the event of

any inconsistency between the Terms and Conditions of the

Offer and:

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

Answers, the Terms and Conditions take precedence; and

(b) the Constitutions, the Constitutions shall prevail.

Stride Property GroupStride Property GroupShare Purchase Plan Offer Document 30 November 2020Share Purchase Plan Offer Document 30 November 20201617

34 Shortland Street, Auckland
Part 5: Glossary

Allotment Date

On or around 15 December 2020, unless extended.

Application

An application for Offer Stapled Securities under the Offer made using an Application Form or an online application made

through www.shareoffer.co.nz/stride.

Application Form

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

on the reverse of the form.

Boards

The boards of directors of SPL and SIML.

Capital Raising

The placement and the Offer.

Class Waiver

The class waiver and ruling issued by NZX Regulation dated 30 September 2020.

Closing Date

9 December 2020, unless extended.

Constitutions

The constitutions of SPL and SIML.

Distributable profit

Distributable profit is a non-GAAP measure and consists of profit/(loss) before income tax, adjusted for determined

non-recurring and/or non-cash items, share of profits in equity-accounted investments, dividends received from

equity-accounted investments and current tax. Further information, including the calculation of distributable profit

and the adjustments to profit before income tax, is set out in Note 4.2 to Stride’s Consolidated Interim Financial

Statements.

Despatch Date

On or around 21 December 2020, unless extended.

Eligible Shareholder

A person who, at 5.00pm on the Record Date, was recorded in the Stapled Security Register as being a registered

holder of Existing Stapled Securities and having a registered address in New Zealand, unless that person holds

Stapled Securities on behalf of another person who resides outside New Zealand. For the avoidance of doubt, no

U.S. Person will be an Eligible Shareholder.

Existing Stapled Security

A Stapled Security on issue on the Record Date.

Issue Price

The lower of:

(a)

NZ$2.14 per Offer Stapled Security (being the price paid by investors in the Placement); and

(b)

a 2.5% discount to the volume weighted average market price of the Stapled Securities traded on the NZX

Main Board over the five business day period prior to and including the Closing Date, rounded down to the

nearest cent.

Listing Rules

The NZX Listing Rules.

NZX

NZX Limited.

NZX Main Board

The main board equity security market operated by NZX.

NZ$

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

Offer

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

Offer Document

This offer document.

Offer Stapled Securities

The Stapled Securities offered under the Offer.

Opening Date

30 November 2020.

Placement

The placement of Stapled Securities in Stride announced on 25 November 2020 at a price of NZ$2.14 per Stapled

Security, under which 84,112,150 Stapled Securities are to be issued on 1 December 2020.

Record Date

24 November 2020.

Registrar

Computershare Investor Services Limited.

SIML

Stride Investment Management Limited.

SPL

Stride Property Limited.

Stride Property GroupStride Property GroupShare Purchase Plan Offer Document 30 November 2020Share Purchase Plan Offer Document 30 November 20201819

Stapled Security
One SIML ordinary share and one SPL ordinary share linked together and registered in the Stapled Security

Register in the name of the relevant holders of Stapled Securities.

Stapled Security Register

The register of Stapled Securities maintained by Stride, recording the holders of Stapled Securities.

Stride or Stride Property Group

Stride Property Limited and Stride Investment Management Limited.

Terms and Conditions

The terms and conditions of this Offer as set out in Part 4 of this Offer Document.

U.S. Person

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

Part 6: Directory

Issuer

Stride Property Limited and Stride Investment

Management Limited

Level 12, 34 Shortland Street

Auckland 1010

PO Box 6320

Victoria Street West

Auckland 1142

New Zealand

Directors of Stride Property Limited and

Stride Investment Management Limited

Tim Storey Independent Director and Chair

John Harvey Independent Director

Michelle Tierney Independent Director

Philip Ling Independent Director

Nick Jacobson Independent Director

Jacqueline Cheyne

(formerly Robertson) Independent Director

Legal Adviser

Bell Gully

Level 21

Vero Centre

48 Shortland Street

Auckland 1010

Level 21, ANZ Centre

171 Featherston Street

Wellington 6011

Registrar

If you have any queries about how to apply, please

contact the Registrar at:

Computershare Investor Services Limited

Level 2, 159 Hurstmere Road

Takapuna, Auckland 0622

Private Bag 92119, Auckland 1142

New Zealand

Phone: 0800 650 034

Email: stride@computershare.co.nz

Stride Property GroupStride Property GroupShare Purchase Plan Offer Document 30 November 2020Share Purchase Plan Offer Document 30 November 20202021

Stride Property Group
Level 12, 34 Shortland Street, Auckland 1010

PO Box 6320, Victoria Street West, Auckland 1142

New Zealand

T +64 9 912 2690

W strideproperty.co.nz

---

Application Form
Stride Property Group Share Purchase Plan Application Form

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

The online Application must be completed by no later than 5.00pm on 9 December 2020.

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

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

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

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

Application for Offer Stapled Securities and Payment

You may apply for new stapled securities of Stride Property Group (Offer Stapled Securities), up to a maximum of NZ$50,000 worth of Offer Stapled Securities

(on and in accordance with the Terms and Conditions in the accompanying Offer Document). Each Offer Stapled Security comprises an ordinary share in Stride

Investment Management Limited (SIML) and an ordinary share in Stride Property Limited (SPL) (SPL and SIML, together Stride), stapled so that they may only

be dealt with as a single equity security. Please indicate the dollar amount of Offer Stapled Securities you are applying for below, and pay by direct credit to the

account detailed below.

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

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

5.00pm on 9 December 2020, being the Closing Date. Applicants must still complete this form and return it by the Closing Date where payment has been made by

direct credit.

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

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

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

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

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

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

Please state the total dollar amount of Offer Stapled Securities that you are

applying for on behalf of beneficial owners under this CSN.

$

Direct Credit Instructions:

Pay by direct credit to: Stride Share Purchase Plan

Bank Name: ANZ Bank

Account Number: 01-1839-0926540-025

$

CONTACT NAME
Certification

By applying for Offer Stapled Securities under the Offer, you are agreeing to the Terms and Conditions and

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

Execution

*

Holder/Director/Authorised Person

Holder/Director/Authorised Person

Holder/Authorised Person

• If a joint holding all holders must sign.

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

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

this Application Form.

Contact Details:

Please provide your contact details below:

MOBILE OR DAYTIME TELEPHONE NUMBER

EMAIL ADDRESS

This Offer closes at 5.00pm on 9 December 2020, unless extended. Applications must be received by the Registrar before this time in accordance with the

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

managing your investment in the Offer. Under the Privacy Act 1993 (or from 1 December 2020, the Privacy Act 2020), you have the right to access and correct any

personal information held about you.

Instructions

How to complete this Application Form: Read carefully the

Terms and Conditions of the Offer contained in the Offer

Document accompanying this Application Form. In this

Application Form, where the context requires, a reference

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

the Terms and Conditions or this Application Form or if

you have any questions about what to do in relation to the

Offer, please consult your broker, financial, investment or

other professional advisor.

1 Application and payment

• Applications can be made online at

www.shareoffer. co.nz/stride and by following the

onscreen instructions; alternatively please complete

this Application Form and return by email (highly

recommended) or by post.

• Specify the dollar amount of Offer Stapled Securities

you wish to apply to purchase at the Issue Price in the

box provided on this Application Form.

• You can apply for a dollar amount of Offer Stapled

Securities up to NZ$50,000 worth of Offer Stapled

Securities.

• Make one application only, whether personally or

through a Custodian. If you own Stapled Securities

through a trustee or Custodian and also own Stapled

Securities in your own name, then you may either

purchase Offer Stapled Securities yourself or instruct

your trustee or Custodian to purchase Offer Stapled

Securities on your behalf. You may not do both.

• You must pay in New Zealand dollars by direct credit

as per the instructions in the Offer Document and this

Application Form.

• Applicants must submit their payment instructions to

their bank, so the payment is received in the Registrar’s

bank account in cleared funds by no later than 5.00pm

on 9 December 2020, being the Closing Date.

Applicants must still complete this form and return it by

the Closing Date.

• Your direct credit must be for the same amount as the

dollar amount of Offer Stapled Securities you applied

for on the front of this Application Form.

• Stride may scale acceptances which may result in

you receiving a refund as described in the Terms and

Conditions.

2 Certification

• I/We irrevocably and unconditionally apply for the

dollar amount of Offer Stapled Securities on, and

subject to, the Terms and Conditions set out in the

Offer Document;

• I/We provide each of the certifications,

acknowledgements, agreements, authorisations

and similar set out in clause 7.1 of the Terms and

Conditions in the Offer Document;

• I/We acknowledge that the Issue Price will be

announced on 14 December 2020 and that the

number of Offer Stapled Securities that may be

allocated to me/us will be calculated by dividing

the dollar amount of Offer Stapled Securities validly

applied for (and payment has been received in respect

of) by the Issue Price (subject to scaling, rounding and

the Terms and Conditions);

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

Shareholder(s);

• I/We agree to be bound by the constitutions of SPL

and SIML;

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

than NZ$50,000 worth of Offer Stapled Securities

(including applications made through a Custodian)

even though I/we may have received more than one

offer under the Offer or received offers in more than

one capacity under the Offer;

• I/We declare that all details and statements provided

by me/us in this Application Form are complete and

accurate;

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

New Zealand and by applying for the Offer Stapled

Securities, I/we agree to indemnify, among others,

Stride for any loss suffered as a result of any breach by

me/us of the selling restrictions applicable to the Offer;

• I/We have received, read and understood the

Offer Document (including the sections “Important

Information” and the Terms and Conditions) and the

Investor Presentation (including pages 37 to 41 of the

Investor Presentation (“Key risks”)) in their entirety;

• If I am a Custodian, I also certify the matters in

accordance with clause 7.2 of the Terms and

Conditions in the Offer Document and further

certify that:

– my address recorded in Stride’s Stapled Security

Register is in New Zealand or I can otherwise

participate in the Offer in compliance with all

applicable laws and I hold Existing Stapled

Securities directly or indirectly as a Custodian for

beneficial owners as at the Record Date; and

– each beneficial owner (or the beneficial owner’s

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

under the Offer the dollar amount of Offer Stapled

Securities set out on the front of this Application

Form (or set out in the attached schedule);

– no other Custodian is submitting an application

under the Offer for that beneficial owner;

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

worth of Offer Stapled Securities in respect of any

beneficial owner for whom I act as a Custodian; and

– a copy of the Offer Document was given to each

beneficial owner.

3 Execution

You should sign this Application Form where indicated.

4 Contact Details

Fill in your daytime telephone number and contact name,

as we may need to contact you, for example,if you have

not filled in this Application Form correctly. By providing

your email address you agree to Stride sending you

investor correspondence electronically (where possible)

going forward.

To return this Application Form to the Registrar, you can

scan and email your Application Form to Computershare

Investor Services Limited at: stride@computershare.co.nz

(please put Stride Share Purchase Plan in the subject line

for easy identification).

If you have any questions in relation to the completion of

this Application Form, please contact Computershare

Investor Services Ltd on 0800 650 034.

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

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