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Notice of Annual Shareholder Meetings

AGM19 August 2021SPGReal Estate


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2021
Notice of Annual

Shareholder

Meetings

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

It has been prepared to advise you of the forthcoming

Annual Meetings of Shareholders and to assist you in

understanding the resolutions to be put to shareholders

for consideration at the Annual Meetings of Shareholders.

The Directors encourage you to read this Notice of

Meetings and exercise your right to vote. If you do not

understand any part of this document or are in doubt as

to how to deal with it, you should consult your broker or

other professional adviser as soon as possible.

Please also feel free to call Stride Property Group’s Share

Registrar on +64 9 488 8777 if you have any queries.

A. CHAIR’S ADDRESS

B. CHIEF EXECUTIVE’S ADDRESS

C. ANNUAL REPORT AND FINANCIAL STATEMENTS

To receive and consider the Annual Report and audited consolidated financial statements of Stride Property Group

for the year ended 31 March 2021.

D. STRIDE PROPERTY LIMITED RESOLUTIONS

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

Resolution 1 - Auditor’s Remuneration: That the Directors be authorised to fix the remuneration of

PricewaterhouseCoopers as auditor of Stride Property Limited for the ensuing year.

Resolution 2 - Ratification of previous issue of shares under a placement: That the previous issue under NZX

Listing Rule 4.5.1 of 84,112,150 fully paid ordinary shares in Stride Property Limited to investors at an issue price

of $2.14 per stapled security (comprising one share in Stride Property Limited and one share in Stride Investment

Management Limited) on 1 December 2020 be approved and ratified for all purposes, including NZX Listing Rule

4.5.1(c).

E. STRIDE INVESTMENT MANAGEMENT LIMITED RESOLUTIONS

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

Resolution 1 - Auditor’s Remuneration: That the Directors be authorised to fix the remuneration of

PricewaterhouseCoopers as auditor of Stride Investment Management Limited for the ensuing year.

Resolution 2 - Re-election of Director John Harvey: That John Harvey be re-elected as a Director of Stride

Investment Management Limited.

Resolution 3 – Re-election of Director Nick Jacobson: That Nick Jacobson be re-elected as a Director of Stride

Investment Management Limited.

Resolution 4 – Election of Director Ross Buckley: That Ross Buckley be elected as a Director of Stride Investment

Management Limited.

Resolution 5 – Ratification of previous issue of shares under a placement: That the previous issue under

NZX Listing Rule 4.5.1 of 84,112,150 fully paid ordinary shares in Stride Investment Management Limited to

investors at an issue price of $2.14 per stapled security (comprising one share in Stride Property Limited and one

share in Stride Investment Management Limited) on 1 December 2020 be approved and ratified for all purposes,

including NZX Listing Rule 4.5.1(c).

Resolution 6 – Directors’ Remuneration: That, in accordance with NZX Listing Rule 2.11.1, the amount payable to

any person who from time to time holds office as a Director of Stride Investment Management Limited be increased

as set out in Table 1 contained in the Explanatory Notes to the Notice of Meeting dated 20 August 2021, with effect

from 1 October 2021.

F. GENERAL BUSINESS

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

Business

Date of Meetings:

Thursday, 23 September 2021

Time:

11:00AM

Location:

The Boulevard Room,

Sofitel Auckland,

21 Viaduct Harbour Avenue,

Auckland

By order of the Boards

Louise Hill, Company Secretary

20 August 2021

Notice of Annual

Shareholder Meetings 2021

Stride Property GroupAnnual Report 20211

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

PricewaterhouseCoopers is the existing auditor of SPL

and has indicated its willingness to continue as auditor.

Pursuant to section 207T of the Companies Act 1993,

PricewaterhouseCoopers is automatically re-appointed at

the Annual Shareholder Meeting as auditor of SPL. Section

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

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

at that Annual Shareholder Meeting or in the manner that

SPL determines at the Annual Shareholder Meeting. The

proposed resolution, if passed by shareholders, would

authorise the Board, consistent with commercial practice,

to fix the remuneration of PricewaterhouseCoopers as

SPL’s auditor.

The Board unanimously recommends that shareholders

vote in favour of Resolution 1.

Resolution 2 - Ratification of previous issue of

shares under a placement

On 25 November 2020, Stride Property Group (Stride)

announced that it was commencing a capital raise (Offer),

seeking to raise up to $220 million, comprising a

$180 million underwritten placement (Placement), and a

share purchase plan for up to $40 million, with the ability to

accept additional applications at Stride’s discretion (Share

Purchase Plan).

The Placement was successfully completed on

26 November 2020. The full $180 million was allocated,

following strong support from institutional shareholders

and shareholders who were clients of wealth management

firms. As a result of the Placement, Stride also introduced

new institutional shareholders to its share register.

The shares offered under the Placement were allotted

on 1 December 2020. Directors Nicholas Jacobson,

Jacqueline Cheyne and Philip Ling participated in

the Placement.

The Share Purchase Plan closed on 9 December 2020, and

was oversubscribed. Stride elected to accept additional

applications to increase the total amount accepted under

the Share Purchase Plan to $50 million. This brought the

total gross proceeds of the Offer to $230 million.

The net proceeds of the Offer were used to partly fund

the acquisitions of the properties at 215 Lambton Quay,

Wellington, and 20 Customhouse Quay, Wellington, and

to provide equity capital to SIML. Following completion of

the Offer in December 2020, SPL had a loan to value ratio

of approximately 29%, providing SPL with the ability to

explore future growth opportunities. SPL has subsequently

completed the acquisition of a further office building at

46 Sale Street, Auckland.

SPL issued 84,112,150 fully paid ordinary shares under

the Placement on 1 December 2020 to institutional

investors and other investors who were invited to

participate in the Placement at a price of $2.14 per stapled

security (comprising one ordinary share in SPL and one

ordinary share in SIML), representing a 7.0% discount to

the last closing price of Stride’s stapled security on NZX

on 24 November 2020 and a discount of 7.3% to the five

day VWAP of $2.31 (assessed up to and including

24 November 2020). All the stapled securities issued

under the Placement were issued under NZX Listing Rule

4.5.1, as modified by NZX Regulation Class Waiver and

Ruling in relation to section 4 of the NZX Listing Rules

dated 30 September 2020 (NZX Regulation Waiver and

Ruling). In broad terms, NZX Listing Rule 4.5.1 permits

an issue of shares up to 15% of the issued share capital

of Stride in any 12 month period without prior shareholder

approval. This limit of 15% was temporarily increased to

25% by the NZX Regulation Waiver and Ruling, subject to

compliance with certain requirements. The shares issued

under the Placement were equal to approximately 23%

of the issued capital of Stride immediately prior to the

Placement and diluted shareholders who did not participate

in the Placement by approximately 19%.

This resolution is being proposed by the Directors in

accordance with NZX Listing Rule 4.5.1(c), which allows

shareholders to ratify a prior issue of shares that took

place under NZX Listing Rule 4.5.1. If shareholders pass

Resolution 2, and thereby ratify the issue of 84,112,150

shares under the Placement, the capacity to issue shares

under NZX Listing Rule 4.5.1 up to the limit permitted by

the rule will be refreshed. This would preserve the ability of

SPL to issue further shares up to the applicable threshold in

accordance with NZX Listing Rule 4.5.1, should Stride wish

to undertake a further placement of equity securities in the

12 month period from 1 December 2020. The Board notes

that SPL has no current intention to undertake a further

capital raise.

Failure to pass Resolution 2 will not affect the validity of

the shares issued under the Placement but will reduce

the number of shares that can be issued by Stride under

NZX Listing Rule 4.5.1 for a period of twelve months from

1 December 2020. As the NZX Regulation Waiver and

Ruling is no longer in force, Stride is not able to issue any

new shares under NZX Listing Rule 4.5.1 during that period

unless ratified by shareholders (as the number of shares

issued under the Placement exceeds the 15% limit under

NZX Listing Rule 4.5.1.).

The Board unanimously recommends that shareholders

vote in favour of Resolution 2, as it will provide Stride with

flexibility to raise money through the issue of further shares

prior to 1 December 2021 if required.

Explanatory

Notes

Stride Property GroupStride Property GroupAnnual Report 2021Annual Report 202123

Resolution 2 – Re-election of Director John Harvey
Director John Harvey was last 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 his appointment. John therefore

retires in accordance with NZX Listing Rule 2.7.1 and

offers himself for re-election.

The SIML Board has determined that John will be an

independent non-executive Director for the purposes of

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

SIML, John will automatically be appointed as a Director of

SPL, pursuant to clause 22.4 of the SPL constitution.

John has indicated that, if re-elected, he intends to retire

from the Boards during the 2022 calendar year, as part

of the ongoing Board refresh. In preparation for John’s

retirement, the Board has appointed Ross Buckley to the

Board, and Ross is standing for election at the 2021 Annual

Shareholder Meeting, in accordance with the requirements

of the NZX Listing Rules. SIML has benefited greatly

from John’s skills, experience and dedication since his

appointment to the SPL Board in 2009 and the SIML Board

in 2016.

As is best practice, the SIML Board constantly evaluates

its composition to determine that the Board contains a

balance of Directors with an appropriate mix of skills and

experience, and that the Board is refreshed over time to

ensure it remains current and brings a fresh perspective.

As part of this review, Chair Tim Storey has indicated that

he intends to stand for re-election in 2022, being the

third annual meeting since his last re-election. However

Tim has indicated that, if re-elected, he plans to retire

from the Board during that next term. The Board will

begin the process of seeking a replacement for Tim at

the appropriate time and will provide further update to

shareholders as this process proceeds.

The Board unanimously supports the re-election of John

Harvey as a Director of SIML and recommends that

shareholders vote in favour of Resolution 2.

Stride Investment

Management Limited (SIML)

Resolution 1 – Auditor’s Remuneration

PricewaterhouseCoopers is the existing auditor of SIML

and has indicated its willingness to continue as auditor.

Pursuant to section 207T of the Companies Act 1993,

PricewaterhouseCoopers is automatically re-appointed

at the Annual Shareholder Meeting as auditor of SIML.

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

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

SIML at that Annual Shareholder Meeting or in the manner

that SIML determines at the Annual Shareholder Meeting.

The proposed resolution, if passed by shareholders, would

authorise the Board, consistent with commercial practice,

to fix the remuneration of PricewaterhouseCoopers as

SIML’s auditor.

The Board unanimously recommends that shareholders

vote in favour of Resolution 1.

John Harvey

Independent Director | BCom, FCA, CFInstD

John has over 35 years’ professional experience

as a chartered accountant, including 23 years as

a partner in PwC. John is a chartered fellow of the

Institute of Directors in New Zealand (Inc) and is

a director of Port of Napier Limited, Kathmandu

Holdings Limited, Heartland Bank Limited, and

Investore Property Limited.

Resolution 3 – Re-election of Director

Nick Jacobson

Director Nick Jacobson was elected to the Board at the

2019 Annual Shareholder Meeting. Nick has chosen to

retire from the Board and offer himself for re-election in

2021 in order to spread the number of directors standing

for re-election in any one year. Nick therefore retires in

accordance with NZX Listing Rule 2.7.1 and offers himself

for re-election.

The SIML Board has determined that Nick will be an

independent non-executive Director for the purposes of

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

SIML, Nick will automatically be appointed as a Director of

SPL, pursuant to clause 22.4 of the SPL constitution.

The Board unanimously supports the re-election of Nick

Jacobson as a Director of SIML and recommends that

shareholders vote in favour of Resolution 3.

Explanatory

Notes

Nick Jacobson

Independent Director | LLB, BCom

Nick has over 25 years’ experience with leading

global and investment banks and global financial

services companies, specialising in real estate

advisory and capital markets across Australia,

Europe, and Asia. Nick is currently Managing

Director at CapStra in Sydney, Australia, advising

on significant property transactions and portfolios.

Nick was previously Managing Director and Head

of Investment Banking Services at Goldman Sachs

in Sydney, and Chairman of Goldman Sachs’ Real

Estate Investment Banking division.

Resolution 4 – Election of Director Ross Buckley

Director Ross Buckley was appointed by the Board to fill

a vacancy on 9 August 2021 and accordingly is required

to retire and stand for election at the 2021 Annual

Shareholder Meeting. Ross therefore retires in accordance

with NZX Listing Rule 2.7.1 and offers himself for election.

The SIML Board has determined that Ross will be an

independent non-executive Director for the purposes of

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

SIML, Ross will automatically be appointed as a Director of

SPL, pursuant to clause 22.4 of the SPL constitution.

The Board unanimously supports the election of Ross

Buckley as a Director of SIML and recommends that

shareholders vote in favour of Resolution 4.

Ross Buckley

Independent Director | BBS, FCA, FCPA, CMInstD

Ross retired from the KPMG partnership in

October 2020 to pursue a governance career.

Ross spent 26 years as a partner at KPMG,

including nearly 10 years as executive chair.

In pursuing a governance career Ross has

determined to help New Zealand businesses

and leaders succeed in these times of volatility,

uncertainty, complexity and ambiguity.

Ross is currently an independent director of ASB

Bank, Independent Chair of Service Foods Limited,

Chair of Massey Business School advisory board

and is Chair of the Auckland Branch of the Institute

of Directors.

No nominations for persons for appointment to the SIML Board were received by SIML by 3 August 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 SIML Annual Shareholder Meeting.

Stride Property GroupStride Property GroupAnnual Report 2021Annual Report 202145

Current
Aggregate

*

Director

Fees per annum

Proposed

Aggregate

*

Director

Fees per annum

Proposed

Increase

($)

Proposed

Increase

(%)

Chair$167,500$172,500+$5,000+3.0%

Non-executive Directors (x6)

+

$96,000$97,500+$1,500+1.6%

Chair of the Audit and Risk Committee$13,000$13,500+$500+3.8%

Chair of the Sustainability Committee-$7,500+$7,500N/A

Allowance for Additional Work and Attendance

++

$144,500$144,500--

Table 1: Proposed Director Fee Increase:

Explanatory

Notes

Resolution 5 – Ratification of previous issue of

shares under a placement

The explanatory notes for Resolution 2 for Stride Property

Limited also apply to this resolution. In summary, Stride

completed a Placement on 1 December 2020, raising

$180 million in gross proceeds, and subsequently

completed a Share Purchase Plan, under which Stride

elected to accept oversubscriptions and issue $50 million

of new stapled securities on 15 December 2020.

The net proceeds of the Offer were used to partly fund

the acquisitions of the properties at 215 Lambton Quay,

Wellington, and 20 Customhouse Quay, Wellington, and to

provide equity capital to SIML.

SIML issued 84,112,150 fully paid ordinary shares under

the Placement on 1 December 2020 to institutional

investors and other investors who were invited to

participate in the Placement at a price of $2.14 per stapled

security (comprising one ordinary share in SPL and one

ordinary share in SIML) representing a 7.0% discount to

the last closing price of Stride’s stapled security on NZX on

24 November 2020 and a discount of 7.3% to the five day

VWAP of $2.31 (assessed up to and including

24 November 2020). All the stapled securities issued

under the Placement were issued under NZX Listing Rule

4.5.1, as modified by NZX Regulation Class Waiver and

Ruling . In broad terms, NZX Listing Rule 4.5.1 permits an

issue of shares up to 15% of the issued share capital of

Stride in any 12 month period without prior shareholder

approval. This limit of 15% was temporarily increased to

25% by the NZX Regulation Waiver and Ruling, subject to

compliance with certain requirements. The shares issued

under the Placement were equal to approximately 23%

of the issued capital of Stride immediately prior to the

Placement and diluted shareholders who did not participate

in the Placement by approximately 19%.

This resolution is being proposed by the Directors in

accordance with NZX Listing Rule 4.5.1(c), which allows

shareholders to ratify a prior issue of shares that took

place under NZX Listing Rule 4.5.1. If shareholders pass

Resolution 5, and thereby ratify the issue of 84,112,150

shares under the Placement, the capacity to issue shares

under NZX Listing Rule 4.5.1 up to the limit permitted by

the rule will be refreshed. This would preserve the ability of

SIML to issue further shares up to the applicable threshold

in accordance with NZX Listing Rule 4.5.1, should Stride

wish to undertake a further placement of equity securities

in the 12 month period from 1 December 2020. The Board

notes that SIML has no current intention to undertake a

further capital raise.

Failure to pass Resolution 5 will not affect the validity of

the shares issued under the Placement but will reduce

the number of shares that can be issued by Stride under

NZX Listing Rule 4.5.1 for a period of twelve months from

1 December 2020. As the NZX Regulation Waiver and

Ruling is no longer in force, Stride is not able to issue any

new shares under NZX Listing Rule 4.5.1 during that period

unless ratified by shareholders (as the number of shares

issued under the Placement exceeds the 15% limit under

NZX Listing Rule 4.5.1.).

The Board unanimously recommends to shareholders that

they vote in favour of Resolution 5, as it will provide Stride

with flexibility to raise money through the issue of further

shares prior to 1 December 2021 if required.

Resolution 6 – Directors’ Remuneration

In accordance with NZX Listing Rule 2.11.1(b), it is

proposed that the amounts payable to any person who

holds office as a Director of SIML be increased as set out in

Table 1 below, with effect from 1 October 2021. Previously

SIML shareholders approved a total pool for Director

remuneration, but the SIML Board has elected to approve

amounts per Director, which makes remuneration more

easily manageable in the event of changes to the numbers

of Directors over time.

The Stride policy is to review Directors’ remuneration every

two years, and the last time remuneration was reviewed

was in 2019. Directors are collectively paid through a

contribution from both SIML and SPL. However, under

waivers granted by NZX Limited in 2020, there is no

requirement that Directors’ remuneration be authorised by

separate resolutions of SPL and SIML, unless it is intended

that each entity have a separate pool from which Directors

are separately paid. This resolution is therefore being

proposed by SIML, consistent with the approach adopted

with voting on Director appointments.

In setting fees, the Board has regard to benchmarking data

of entities similar in size and level of complexity to Stride.

The SIML Board engaged Ernst & Young to provide an

independent report on current Directors’ remuneration,

comparing Stride to an industry peer group of NZX-listed

companies selected on the basis of scale of operations

and level of complexity to Stride as well as ASX-listed

organisations within the property investment industry.

In this independent report, Ernst & Young recommended

an increase of the Directors’ remuneration to the fee

structure set out on page 4 and 5 of the summary report,

which is available on the Stride website at

www.strideproperty.co.nz.

Following this benchmarking exercise, the SIML Board

proposes an increase in Directors’ remuneration. The SIML

Board is conscious of its obligation to ensure Directors’

fees are set and managed in a manner which is fair, flexible

and transparent. At the same time, the SIML Board seeks

to ensure that the Directors’ fees are set at an appropriate

level to assist Stride to secure and maintain the skills and

experience at Board level necessary to govern the business

and enhance the long term value of Stride for shareholders.

The table below outlines the fee allocation proposed for

the Boards and Committee responsibilities. Since the

last remuneration increase in 2019 the Boards have

established a new Committee, being the Sustainability

Committee. Consistent with the approach taken to the Audit

and Risk Committee the Boards propose an additional fee

be paid to the Chair of the Sustainability Committee, with

no additional fee paid to the members of the Committee.

The amount of the proposed increase is consistent with the

recommendation of Ernst & Young.

From within the allowance for additional work and

attendances, the Boards may determine the allocation

of all or part of the allowance to remunerate Directors for

significant extra attendances and work. The allowance for

additional work and attendances has not been allocated to

Directors for the past three financial years.

The NZX Listing Rules require that remuneration of

Directors be authorised by an ordinary resolution. Voting

restrictions apply to this resolution, which are explained in

more detail in the procedural notes.

*

Aggregate Fees are the combined annual Director fees for SPL and SIML.

+

Stride currently has 6 Non-executive Directors, in addition to the Chair. However, this is a temporary increase, pending the retirement of Director John Harvey during the 2022

calendar year as noted above.

++

The allowance for additional work and attendance is an aggregate sum available to the Boards to remunerate Directors for significant extra attendances and work. It is

not an amount payable per Director. The allowance for additional work and attendances has not been allocated to Directors for the past three financial years.

If the proposed resolution is passed, the increase will take effect from 1 October 2021.

No part of the proposed remuneration is payable through the issue of equity securities or securities convertible into equity securities.

Stride Property GroupStride Property GroupAnnual Report 2021Annual Report 202167

Procedural Notes and
Other Information

Persons entitled to vote

The persons who will be entitled to vote at the Annual

Shareholder Meetings are those persons (or their proxies

or representatives) registered as holding a stapled security

in SIML and SPL on the share register at 5.00 pm on Friday

17 September 2021.

Voting Restrictions

SPL – Resolution 2

SIML – Resolution 5

In accordance with NZX Listing Rule 6.3.1, SPL and SIML

will disregard any votes cast by any shareholders who

acquired shares under the Placement (and their respective

Associated Persons (as defined in the NZX Listing

Rules)) in favour of Resolution 2 for SPL and Resolution

5 for SIML. This will include Directors Nick Jacobson,

Jacqueline Cheyne and Philip Ling who acquired shares in

the Placement, 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”.

SIML - Resolution 6

In accordance with the NZX Listing Rules, SIML will

disregard any votes cast in favour of Resolution 6 by any

Director and their ”Associated Persons” (as that term is

defined in the NZX Listing Rules), 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 6.

Proxies

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

the Annual Shareholder Meetings and is entitled to appoint a

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

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

the Meetings or any Director of SPL and SIML.

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

return the Proxy Voting Form enclosed with this

Notice of Meetings, or lodge your proxy online at

www.investorvote.co.nz (see below for further details).

Lodging your proxy online will require you to enter your

CSN Shareholder number and postcode/country of

residence and the secure access control number that is

located on the front of your Proxy Voting Form.

To be effective, the Proxy Voting Form must be received

by Stride’s share registrar or the online appointment

completed through InvestorVote, no later than 11.00 am

on Tuesday 21 September 2021. Proxy Voting Forms

must be returned to the office of Stride’s share registrar,

Computershare Investor Services Limited, either by:

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

Private Bag 92 119, Auckland 1142;

• Fax to +64 9 488 8787; or

• Lodge your proxy appointment online at

www.investorvote.co.nz.

A corporate shareholder may appoint a person to attend the

meetings as its representative in the same manner as it may

appoint a proxy.

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

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

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

then you must mark the appropriate boxes on the Proxy

Voting Form. If you appoint the Chair or any other Director

as your proxy, and tick the “Proxy Discretion” box, the

Chair or Director, as applicable, intends to vote in favour of

the relevant resolution, subject to the voting restrictions

noted above.

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.

Any person whose vote will be disregarded on SPL

Resolution 2, SIML Resolution 5 or SIML Resolution 6

(as outlined above) is not permitted to vote as a proxy for

another person entitled to vote on that resolution where

such person gives the proxy holder discretion on how

to vote. Shareholders should be aware that none of the

Directors are entitled to vote on SIML Resolution 6 and

accordingly any “Proxy’s Discretion” given to a Director on

SIML Resolution 6 will be disregarded.

If a person is disqualified from voting (as outlined above),

but is appointed as a discretionary proxy, that person will

be ineligible to vote on motions from the floor (if any), as the

discretionary proxy will not be valid.

Joint holders

Where two or more persons are registered as the holder

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

register and voting on the matter will be accepted to the

exclusion of the votes of the other joint holders.

Ordinary resolutions

All resolutions will be passed if approved by ordinary

resolution at the Annual Shareholder Meetings. An ordinary

resolution means a resolution passed by a simple majority

of the votes of those shareholders entitled to vote and

voting on the resolution.

NZX

NZX Regulation Limited (NZ RegCo) does not object to this

Notice of Meeting and does not take any responsibility for

any statement contained within this Notice of Meeting.

Stride Property GroupStride Property GroupAnnual Report 2021Annual Report 202189

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

---

Lodge your Proxy Voting Form
Stride Property Limited

Stride Investment Management Limited

Proxy Voting Form

Online

www.investorvote.co.nz

By Mail

Computershare Investor Services Limited

Private Bag 92119, Auckland 1142, New Zealand

By Fax

+64 9 488 8787

For all enquiries contact

+64 9 488 8777

By Email

corporateactions@computershare.co.nz

Your secure access information

Control Number:

CSN/Shareholder Number:

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

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

www.investorvote.co.nz

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

Smartphone?

Scan the QR code to vote now.

Voting - General

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

the Stride Investment Management Limited (SIML) meeting for every fully paid share in SPL

or SIML (respectively) held at 5pm on 17 September 2021. It is intended that voting at the

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

Options on How to Vote

Option 1 - Attend the Meetings

If you propose to ATTEND the Meetings, please bring this Proxy Voting Form intact to the

Meetings, as the barcode will assist with your registration. If a representative of a corporate

security holder or proxy is to attend the Meetings, they may need to provide evidence of

your authorisation to act prior to admission.

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

to www.investorvote.co.nz)

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

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

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

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

present for your vote to be counted.

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

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

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

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

interest in the outcome of the resolutions.

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

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

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

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

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

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

in favour of Resolution 1 & 2 for SPL and Resolutions 1 – 5 for SIML (subject to the

restrictions below).

In accordance with the NZX Listing Rules, SPL and SIML will disregard any votes cast by any

shareholders who acquired shares under the placement (and their respective Associated

Persons (as that term is defined in the NZX Listing Rules)) in favour of Resolution 2 for SPL

and Resolution 5 for SIML. This will include Directors Nick Jacobson, Jacqueline Cheyne and

Philip Ling who acquired shares in the placement, 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”.

In accordance with the NZX Listing Rules, SIML will disregard any votes cast in favour of

Resolution 6 by any Director and their ”Associated Persons” (as that term is defined in the NZX

Listing Rules), 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 6.

Signing Instructions for the Proxy Voting Form

Individual

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

shareholder or his or her duly authorised attorney.

Joint Shareholding

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

shareholders (or their duly authorised attorney).

Companies

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

be signed by a duly authorised officer or attorney.

Trusts

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

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

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

Partnerships

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

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

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

company).

Power of Attorney

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

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

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

Computershare Investor Services Limited.

Body Corporate

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

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

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

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

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

For your proxy to be effective, it must be received by 11:00 am (NZST) on Tuesday, 21 September 2021

Turn over to complete the Proxy Voting Form

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

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

Shareholder 2Shareholder 3

Contact Name Contact Daytime Telephone Date

hereby appoint

of

or failing that person

of

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

as my/our proxy to act generally at the Meetings on my/our behalf and to vote in accordance with the following directions at the 2021 Annual

Shareholder Meetings of Stride Property Limited and Stride Investment Management Limited to be held at The Boulevard Room, Sofitel Auckland,

21 Viaduct Harbour Avenue, Auckland, New Zealand on Thursday, 23 September 2021 commencing at 11.00am and at any adjournment of

the Meetings.

(name of proxy)

(name of proxy)

(address)

(address)

STEP 1: Appoint a Proxy to Vote on Your Behalf

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

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

computing the required majority.

For

Against

Abstain

Proxy‘s

Discretion

For

Against

Abstain

Proxy‘s

Discretion

Ordinary Resolution for Stride Property Limited

Ordinary Resolutions for Stride Investment Management Limited

Resolution 1 - Auditor’s Remuneration

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

Property Limited for the ensuing year.

Resolution 2 - Ratification of previous issue of shares under a placement

That the previous issue under NZX Listing Rule 4.5.1 of 84,112,150 fully paid ordinary shares in Stride

Property Limited to investors at an issue price of $2.14 per stapled security (comprising one share in

Stride Property Limited and one share in Stride Investment Management Limited) on 1 December 2020

be approved and ratified for all purposes, including NZX Listing Rule 4.5.1(c).

Resolution 1 – Auditor’s Remuneration

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

Stride Investment Management Limited for the ensuing year.

Resolution 2 – Re-election of Director

That John Harvey be re-elected as a Director of Stride Investment Management Limited.

Resolution 3 – Re-election of Director

That Nick Jacobson be re-elected as a Director of Stride Investment Management Limited.

Resolution 4 – Election of Director

That Ross Buckley be elected as a Director of Stride Investment Management Limited.

Resolution 6 – Directors’ Remuneration

That, in accordance with NZX Listing Rule 2.11.1, the amount payable to any person who from time to

time holds office as a Director of Stride Investment Management Limited be increased as set out in

Table 1 contained in the Explanatory Notes to the Notice of Meeting dated 20 August 2021, with effect

from 1 October 2021.

Resolution 5 – Ratification of previous issue of shares under a placement

That the previous issue under NZX Listing Rule 4.5.1 of 84,112,150 fully paid ordinary shares in Stride

Investment Management Limited to investors at an issue price of $2.14 per stapled security (comprising

one share in Stride Property Limited and one share in Stride Investment Management Limited) on

1 December 2020 be approved and ratified for all purposes, including NZX Listing Rule 4.5.1(c).

ATTENDANCE SLIP

2021 Annual Shareholder Meetings of Stride Property

Limited and Stride Investment Management Limited to be

held at The Boulevard Room, Sofitel Auckland, 21 Viaduct

Harbour Avenue, Auckland, New Zealand on Thursday,

23 September 2021 commencing at 11.00am.

Stride Property Limited

Stride Investment Management Limited

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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