Notice of Annual Shareholder Meetings
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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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