Notice of Annual Shareholder Meeting

25137519
IMMEDIATE – 8 June 2021

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Notice of Annual
Shareholder Meeting
2021

Business
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 2021.
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 PwC as auditor of Investore Property Limited for the
ensuing year.
Resolution 2 – Re-election of Director Gráinne Troute:
That Gráinne Troute be re-elected as a Director of Investore
Property Limited.
Resolution 3 – Directors’ Remuneration:
That, in accordance with Listing Rule 2.11.1, the amount
payable to any person who from time to time holds office as a
Director of Investore Property Limited be increased as set out
in Table 1 contained in the Explanatory Notes to the Notice of
Meeting dated 8 June 2021, with effect from 1 July 2021.
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
8 June 2021
Investore Property Limited
Notice of Annual Shareholder Meeting 2021

Date of meeting:
8 July 2021
Time: 11.00am
Location: The Boulevard Room,
Sofitel Auckland,
21 Viaduct Harbour Avenue,
Auckland
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.
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Resolution 3 – Directors’ Remuneration
The Investore Board’s policy is to review Directors’
remuneration every two years, and the last time
remuneration was reviewed was in 2019. Accordingly,
in accordance with NZX Listing Rule 2.11.1, it is proposed
that the amount payable to any person who from time to
time holds office as a Director of Investore be increased as
per Table 1 in this Notice of Meeting. If approved, the new
remuneration will take effect from 1 July 2021.
In setting fees, the Board has regard to benchmarking
data of entities similar in size to Investore, Investore’s
Director workloads and responsibilities, and the
company’s performance. The Board engaged Ernst &
Young to provide an independent report on Investore’s
current Directors’ remuneration, utilising its database
of directors’ remuneration in New Zealand. The purpose
of the report was to benchmark the remuneration paid
to Investore’s Directors against an industry peer group
of NZX-listed companies selected on the basis of
comparable market capitalisation.
A summary of the Ernst & Young report is available on the
Investore website (www.investoreproperty.co.nz),
under ‘Annual Shareholder Meeting 2021’. The report
concluded that the fees currently paid to Investore’s
Directors are, on the whole, below the lower quartile of
fees paid across the comparator group, with fees for
Investore’s non-executive Directors aligned with the
lower quartile.
Following this benchmarking process, the Board
proposes an increase in Directors’ remuneration.
The amount of the increase is consistent with the
recommendation of Ernst & Young. While conscious
of the obligation to ensure Directors’ remuneration is
set and managed in a manner which is fair, flexible and
transparent, the Directors believe that it is important
to have a fee structure which will assist Investore in
maintaining the skills and experience at Board level to
govern the business and enhance the long-term value of
the company for its investors.
The Board notes that the Directors’ fees do not include
a pool for additional work and accordingly, Directors
receive no additional remuneration for extra work
undertaken in relation to certain initiatives of Investore,
such as the equity capital raise undertaken in April and
May 2020 or the listed bond issue undertaken in August
2020, each of which involved significant additional
attendances by the Directors as part of due
diligence committees.
Explanatory Notes
Resolution 1 – Auditor’s Remuneration
PwC 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,
PwC 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 PwC as Investore’s auditor.
The Board unanimously recommends that
shareholders vote in favour of Resolution 1.
Resolution 2 – Re-election of Director
Gráinne Troute
Director Gráinne Troute was elected to the
Board at the 2018 Annual Shareholder Meeting
and accordingly is required to stand for
reappointment in 2021, being the third annual
meeting following her appointment. Gráinne
therefore retires in accordance with NZX Listing
Rule 2.7.1 and offers herself for re-election. The
Investore Board has determined that Gráinne
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 re-election
of Gráinne Troute as a Director of Investore and
recommends that shareholders vote in favour of
Resolution 2.
No nominations for persons for appointment
to the Investore Board were received by
10 May 2021, being the closing date for such
nominations as advised to the market pursuant
to NZX Listing Rule 2.3.2, and subsequently
no other person is eligible to be elected as a
Director at the Annual Shareholder Meeting.
Gráinne is an independent Director of Investore and
is the Chair of the Audit and Risk Committee. Prior to
commencing a governance career Gráinne had extensive
experience in highly competitive and customer-focussed
sectors, in listed and unlisted organisations, including at
McDonald’s New Zealand and SKYCITY Entertainment
Group. Gráinne is currently a director of Tourism Holdings
Limited, Summerset Group Holdings Limited and Chair of
Tourism Industry Aotearoa.
Gráinne Troute
Independent Director
Table 1: Proposed Director Fee Increase:

Current Director Fees
per annum
Proposed Director
Fees per annum
Amount of Proposed
Increase
Chair$85,000$95,000+$10,000 (+11.8%)
Non-Executive Directors (x4)$45,000$50,000+$5,000 (+11.1%)
Chair of the Audit and Risk Committee$6,500$8,000+$1,500 (+23.1%)
If approved, it is proposed that the increase will take effect from 1 July 2021.
No part of the proposed remuneration is payable through the issue of equity securities or securities convertible into
equity securities.
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Investore Property Limited Notice of Annual Shareholder Meeting 2021Investore Property Limited Notice of Annual Shareholder Meeting 2021

Any shareholder whose vote will be disregarded on
Resolution 2 or Resolution 3 as outlined previously 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, then:
• shareholders are advised to specify Directors Mike
Allen, Gráinne Troute or Adrian Walker as their proxy,
as any “Proxy’s Discretion” given to Directors Tim
Storey and John Harvey on Resolution 2 and 3 will be
disregarded; and
• shareholders should be aware that none of the
Directors are entitled to vote on Resolution 3 and
accordingly any “Proxy’s Discretion” given to a
Director on Resolution 3 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.
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 6 July 2021. 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’s
Discretion” box, the Chair or Director, as applicable,
intends to vote in favour of the relevant resolution, subject
to the voting restrictions outlined.
If you do not tick any box (either “For”, “Against” or
“Proxy’s 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.
Procedural Notes and
Other Information
Persons entitled to vote
Voting entitlements will be determined at
5.00 pm on 5 July 2021. 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; 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’s Discretion”.
Resolution 3
In accordance with the NZX Listing Rules,
Investore will disregard any votes cast in
favour of Resolution 3 by any Director and their
”Associated Persons” (as that term is defined in
the NZX Listing Rules) (which includes SPL as
an Associated Person of Directors Tim Storey
and John Harvey), other than where any such
vote is cast by a Director or their Associated
Persons as proxy for a person who is entitled to
vote and does so in accordance with the express
directions on the Proxy Voting Form to vote “For”
or “Against” Resolution 3.
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Investore Property Limited Notice of Annual Shareholder Meeting 2021Investore Property Limited Notice of Annual Shareholder Meeting 2021

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
The 2021 Annual Shareholder Meeting of Investore Property Limited (Investore) will be held on Thursday 8 July 2021, at
11.00am at the Boulevard Room, Sofitel Auckland, 21 Viaduct Harbour Avenue, Auckland, 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
5 July 2021. 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 and 2. 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 Resolution 2. All directors are not permitted to vote any undirected
discretionary proxies in relation to Resolution 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 Tuesday 6 July 2021.

Turn over to complete the Proxy Voting Form

Investore Property Limited’s 2021 Annual Shareholder
Meeting to be held on Thursday 8 July 2021, 11.00am at
the Boulevard Room, Sofitel Auckland, 21 Viaduct Harbour
Avenue, Auckland, 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
2021 Annual Shareholder Meeting to be held on Thursday 8 July 2021, 11.00am at the Boulevard Room, Sofitel Auckland, 21 Viaduct Harbour Avenue,
Auckland, 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 Resolutions
Resolution 1
That the Directors be authorised to fix the remuneration of PwC as auditor of
Investore Property Limited for the ensuing year.
Resolution 2
That Gráinne Troute be re-elected as a Director of Investore Property Limited.
Resolution 3
That, in accordance with Listing Rule 2.11.1, the amount payable to any person who from
time to time holds office as a Director of Investore Property Limited be increased as set out
in Table 1 contained in the Explanatory Notes to the Notice of Meeting dated 8 June 2021,
with effect from 1 July 2021.