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Retail Offer Opens

Capital Raise28 November 2021SPGReal Estate



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Retail Offer Document
29 November 2021

Go to www.shareoffer.co.nz/stride

for more information and to apply

This is an important document. You should read the whole document

before deciding whether to subscribe for stapled securities. If you

have any doubts as to what you should do, please consult your broker,

financial, investment or other professional adviser.

This Offer Document may not be distributed outside New Zealand.

NOT FOR RELEASE OR DISTRIBUTION IN THE UNITED STATES

2 Important Information
4 Chair’s Letter

6 Part 1: Key Details

7 Part 2: Key Dates

8 Part 3: Questions and Answers

12 Part 4: Terms and Conditions

18 Part 5: Glossary

20 Part 6: Directory

Contents

Stride Property GroupRetail Offer Document | 29 November 20211

Important Information
General information

This Offer Document has been prepared by Stride Property

Limited (SPL) and Stride Investment Management Limited

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

Stapled Securities (Offer Stapled Securities) under a retail

offer (the Offer). Each Offer Stapled Security comprises one

new ordinary share in SPL and one new ordinary share in SIML.

The Offer is made to Eligible Shareholders under the exclusion

in clause 19 of Schedule 1 of the Financial Markets Conduct

Act 2013 (FMCA) and in reliance on a waiver issued by NZX

Regulation in favour of Stride dated 25 November 2021 (the

NZX Waiver).

This Offer Document is not a product disclosure statement or

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

does not contain all of the information which may be required in

order to make an informed investment decision about the Offer

or Stride.

Further important information

A presentation providing further important information in relation

to Stride, its interim results for the six months ended

30 September 2021, and the Offer was published by Stride on

25 November 2021 (the Investor Presentation). A copy of the

Investor Presentation and other important information released

on 25 November 2021 are available at www.nzx.com under the

ticker code “SPG”.

The Investor Presentation includes details of the rationale for

the Offer and explains in more detail the expected impact of the

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

associated with Stride and the Offer.

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

important information to assist you in making an investment

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

and consider pages 30 to 34 of the Investor Presentation (“Key

Risks”) before making an investment decision.

Additional information available under

continuous disclosure obligations

Stride is subject to continuous disclosure obligations under the

Listing Rules. Market releases by Stride are available at

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

You are strongly cautioned not to place undue reliance on

any forward-looking statements such as indications of,

and guidance on, future earnings and financial position

and performance in any market releases made by Stride,

particularly in light of the current economic climate and the

significant volatility, uncertainty and disruption caused by

the outbreak of COVID-19.

Stride recommends that you read its market announcements

(together with the materials attached to those announcements)

and, in particular, its recent announcements regarding:

• the Offer released on 25 November 2021 (including the

Investor Presentation accompanying that announcement);

• Stride’s interim results for the six months ended

30 September 2021 (including the Investor Presentation

and interim report accompanying that announcement)

released on 25 November 2021;

• Stride’s business update released on 3 November 2021;

• the establishment of Stride’s subsidiary to invest in office

properties, Fabric Property Limited (Fabric), and the

proposed demerger and initial public offering of Fabric,

released on 13 September 2021, together with the

announcement of the withdrawal of the offer released on

21 September 2021; and

• Stride’s annual results for the year ended 31 March 2021

(including the results presentation and annual report

accompanying that announcement) released on 27 May

2021.

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

Shareholders should monitor Stride’s market announcements

during the period of the Offer.

No release by Stride to NZX will permit an applicant to withdraw

any previously submitted Application without Stride’s prior

written consent, whether or not there has been any permissible

variation of the Offer.

Non-standard designation

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

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

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

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

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

waivers and the implications of investing in Stapled Securities

can be found on pages 153 to 155 of Stride’s annual report for

the financial year ended 31 March 2021.

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

to the implications of investing in Stapled Securities.

NZX Waiver

Stride is making the Placement and the Offer in reliance on

the NZX Waiver which provides a waiver from Listing Rule 4.5

to permit Stride to undertake a placement of up to 15% of its

Stapled Securities on issue under the Placement and the Offer

without shareholder approval. The NZX Waiver is required

due to the timing of the Capital Raising and the calculation of

Stride’s placement capacity resulting from the application of the

NZX COVID-19 Relief utilised by Stride for its capital raising in

November 2020 (for further details, see the NZX Waiver).

The NZX Waiver is subject to certain conditions, as set out in

the terms of such waiver (a copy of which is available at

www.nzx.com under the ticker code “SPG”). The conditions

include that the waiver is disclosed in this Offer Document

and in Stride’s annual report for the financial year ending

31 March 2022.

Stride Property GroupRetail Offer Document | 29 November 20212

Market risk
The market price for the Stapled Securities may change

materially between the date this Offer opens, the date you

apply for Offer Stapled Securities under the Offer, and the

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

particularly the case given the wide fluctuations and volatility in

the share prices for many listed companies in recent times due

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

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

have a material adverse impact on the market price for Stapled

Securities. Accordingly:

• the price paid for Offer Stapled Securities may be higher or

lower than the price at which Stapled Securities are trading

on the NZX Main Board at the time Stapled Securities are

issued under the Offer;

• the market price of Offer Stapled Securities following

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

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

be able to buy Stapled Securities at a lower price than the

Issue Price.

Withdrawal and date changes

Subject to compliance with all applicable laws, Stride reserves

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

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

Offering restrictions

This Offer Document is intended for use only in connection

with the Offer to Eligible Shareholders with an address in New

Zealand. This Offer Document does not constitute an offer or

invitation in any place in which, or to any person to whom, it

would not be lawful to make such an offer or invitation.

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

Stapled Securities in any jurisdiction outside New Zealand.

The distribution of this Offer Document (including an electronic

version) in a jurisdiction outside New Zealand may be restricted

by law and persons who come into possession of it (including

nominees, trustees or custodians) should seek advice on and

observe any such restrictions. Any failure to comply with such

restrictions may contravene applicable securities law. Stride

disclaims all liability in respect of any such contravention by any

other person.

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

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

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

documents in connection with the Offer Stapled Securities, in any

jurisdiction other than in compliance with all applicable laws and

regulations. Without limiting the foregoing, this Offer Document

may not be sent into or distributed in the United States.

Decision to participate in the Offer

The information in this Offer Document does not constitute a

recommendation to acquire or invest in Offer Stapled Securities

and is not financial product advice to you or any other person.

This Offer Document has been prepared without taking into

account your investment objectives, financial or taxation

situation or particular needs or circumstances.

Before deciding whether to invest in Offer Stapled Securities,

you must make your own assessment of the risks associated

with an investment in Stride (including the inherent uncertainties

as to the impact of COVID-19 and the summary of key risks on

pages 30 to 34 of the Investor Presentation (“Key Risks”)), and

consider whether such an investment is suitable for you having

regard to publicly available information (including the Investor

Presentation), your personal circumstances and following

consultation with a financial or other professional adviser.

Please read this Offer Document carefully and in full before

making that decision.

No guarantee

No person named in this Offer Document (nor any other person)

guarantees the Offer Stapled Securities to be issued pursuant

to the Offer or warrants the future performance of Stride or any

return on any investment made pursuant to this Offer Document.

Privacy

Any personal information you provide in your Application will

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

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

personal information in electronic format, including in online

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

Zealand or overseas. This information will be used for the

purposes of administering your investment in Stride.

This information will only be disclosed to third parties with your

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

2020, you have the right to access and correct any personal

information held about you.

Enquiries

Enquiries about the Offer can be directed to an NZX Primary

Market Participant, or your solicitor, accountant or other

professional adviser. If you have any questions about how to

apply, please contact the Registrar as set out in the Directory.

Times, currency and laws

Unless otherwise stated, all references in this Offer Document

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

all references to currency are to New Zealand dollars, and all

references to applicable statutes and regulations are references

to New Zealand statutes and regulations.

Defined terms

Capitalised terms used in this Offer Document have the specific

meaning given to them in the Glossary at the back of this Offer

Document or in the relevant section of this Offer Document.

Words importing the plural include the singular and vice versa.

Stride Property GroupRetail Offer Document | 29 November 20213

Dear Shareholder,
On 25 November 2021,

we announced plans to raise

approximately NZ$120 million

of new equity through a

NZ$100 million underwritten

placement of new Stapled

Securities (Placement) and a

retail offer (the Offer) of up to

NZ$20 million (with the ability to

accept additional applications

under each of the Placement and

the Offer at Stride’s discretion),

(together, the Capital Raising).

The Placement was completed

on 25 November 2021 and due

to strong demand Stride elected

to increase the placement size to

NZ$110 million.

On behalf of the Boards of SPL and SIML, it is my pleasure

to invite you to participate in the Offer. This opportunity gives

all eligible shareholders in New Zealand the opportunity to

purchase up to NZ$50,000 of new Stapled Securities in

Stride (subject to scaling) without incurring brokerage or other

transaction costs, at a price to be determined, as described in

Part 1 of this Offer Document, ‘Key Details of the Offer’.

The new Stapled Securities are expected to be allotted on or

around 16 December 2021. They will rank equally with existing

Stapled Securities at that date.

If you do not participate in the Offer, your percentage

shareholding in Stride will be diluted. Even if you do participate in

the Offer, your percentage shareholding in Stride may be diluted.

Purpose of the Capital Raising

The proceeds of the Capital Raising will be used initially to

reduce drawn debt, reducing SPL’s loan to value ratio from

41.0% as at 30 September 2021 to 28.8% (on a pro forma

basis, and assuming NZ$130 million is raised under the Capital

Raising). This will provide Stride with greater flexibility and

options for the establishment of Stride’s office fund, as well as

progressing other strategic initiatives.

As shareholders will be aware, Stride’s strategy is to establish

a group of investment management products in specific

commercial property sectors to provide growth in its investment

management business. In September 2021, Stride announced

that it was establishing a new Stride Product focussed on the

office sector, through the demerger and initial public offering of

SPL’s wholly owned subsidiary, Fabric Property Limited (Fabric).

The Stride Board subsequently elected to withdraw the initial

public offer. However, Stride remains committed to its strategy

of growing its real estate investment management business,

including the establishment of Fabric as a new Stride Product.

The Stride Board continues to assess options to achieve this,

and the Capital Raising provides more flexibility in these options.

COVID-19

Investors should be aware that the spread of COVID-19, its

effect on the global economy and actions taken in response

by the New Zealand Government are likely to have an adverse

effect on Stride, its financial performance, position and

prospects. It is also possible that there will be further unforeseen

negative impacts as COVID-19 continues to spread.

Stride will continue to respond to the challenges facing it, but

there is no certainty as to the severity or likelihood of any such

unforeseen impacts arising nor whether any mitigating action will

be effective or can be taken.

Chair’s Letter

Stride Property GroupRetail Offer Document | 29 November 20214

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

sheets for each of Stride’s investment management products

means that Stride is well positioned to manage the impact of

COVID-19. However, given the Government has recently passed

legislation mandating that commercial landlords provide rent

abatement to tenants during the period impacted by COVID-19

restrictions, this will result in a reduction in rental revenue for

Stride for the period of COVID-19 restrictions. The full impact of

this legislation is not currently known, but Stride will continue to

work with its tenants to seek to ensure a fair allocation of costs

and benefits, and will seek to minimise the financial impact for

Stride where possible.

As stated in the interim report for the six months ended

30 September 2021, after considering the current anticipated

impact of rent abatements associated with COVID-19

restrictions, the Stride Boards confirmed that they currently

anticipate that the combined cash dividends per share for

SPL and SIML for FY22 will be 9.91 cps, assuming no further

restrictions are imposed due to COVID-19 once the traffic light

system takes effect, assumed to be in early December 2021.

Dividends

Stride declared a quarterly dividend for the three months ended

30 September 2021 on 25 November 2021. The new Stapled

Securities issued under the Placement and the Offer will not be

eligible for this dividend, as the record date for the dividend of

30 November 2021, occurs before the new Stapled Securities

are issued under the Placement and the Offer. However, the new

Stapled Securities issued under the Offer will be eligible for all

future dividends, with the first dividend expected to be paid in

March 2022.

How you can participate in the Offer

Participation in the Offer is optional, and eligible shareholders

have the option to apply for as many or as few Offer Stapled

Securities as they want, up to the cap of NZ$50,000 per

eligible shareholder. The Offer limit has been specifically

set at NZ$50,000 so as to allow the vast majority of Eligible

Shareholders to apply for such number of shares as would

retain their pro rata shareholding if they wish. If the Offer is

oversubscribed, applications will be scaled having regard

to existing shareholdings on 24 November 2021 (being the

Record Date for the Offer). We encourage you to read this Offer

Document and seek investment advice from a suitably qualified

professional adviser before you consider investing.

If you decide to participate in the Offer, please complete an

Application at www.shareoffer.co.nz/stride by 5.00pm on

10 December 2021.

Instructions on how to make payment can be found on the Offer

website at www.shareoffer.co.nz/stride.

Further information

We encourage you to read through all of Stride’s recent

announcements, particularly the Investor Presentation and

other materials released on 25 November 2021 at

www.nzx.com under the ticker code “SPG”. In particular,

you should read and consider pages 30 to 34 of the Investor

Presentation (“Key Risks”) for a non-exhaustive summary of

certain key risks associated with Stride and the Offer, including

the inherent uncertainties as to the impact of COVID-19, before

making an investment decision. You can also access information,

including the Investor Presentation and announcements

regarding the Offer, at www.shareoffer.co.nz/stride.

If you have any questions about the Offer, please call the Stride

Offer Investor Information Line on 0800 650 034 (toll free

within New Zealand) from 8.30am to 5.00pm Monday to Friday

(excluding public holidays), or contact your financial adviser or

other professional adviser.

On behalf of the Boards, thank you for your continued support,

and we welcome your consideration of, and participation in,

the Offer.

Yours sincerely,



Tim Storey

Chair

Stride Property Limited and

Stride Investment Management Limited

Stride Property GroupRetail Offer Document | 29 November 20215

Part 1: Key Details
Equal participation Each Eligible Shareholder has the right to apply for the same dollar amount of Offer Stapled

Securities and on the same terms and conditions as each other Eligible Shareholder.

Application amountYou can apply for a dollar amount of Offer Stapled Securities up to a maximum value of

NZ$50,000 of Offer Stapled Securities.

Stride is accepting Applications for up to NZ$20 million of Offer Stapled Securities

in aggregate (with the ability to accept additional Applications at Stride’s discretion).

Applications may need to be scaled depending on the Applications received. Any scaling of

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

Issue PriceThe lower of:

(a) NZ$2.00 per Offer Stapled Security (representing a 8.5% discount to Stride’s

closing market price of NZ$2.185 (ex-dividend) on the NZX Main Board on 24

November 2021 (being the last trading day before the Placement was announced)

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

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

Securities traded on the NZX Main Board over the five business day period prior to

and including the Closing Date, rounded down to the nearest cent.

No underwritingThe Offer is not underwritten.

When to apply Applications must be received by 5.00pm on the Closing Date (10 December 2021, unless

extended).

How to apply

Eligible Shareholders wishing to participate in the Offer must complete an Application at

www.shareoffer.co.nz/stride and make payment by way of electronic funds transfer.

If you are a Custodian, please see clause 4.3 of the Terms and Conditions..

Receiving your Offer Stapled

Securities

You will receive your Offer Stapled Securities on the Allotment Date (16 December 2021,

unless extended).

Stride Property GroupRetail Offer Document | 29 November 20216

Part 2: Key Dates
*

DateEvent

5.00pm on

24 November 2021

Record Date The date on which Eligible Shareholders are determined.

29 November 2021Opening Date Offer documents sent to Eligible Shareholders. Offer opens.

5.00pm on

10 December 2021

Closing Date Offer closes. Applications (with payment) must be received by 5.00pm.

15 December 2021Issue Price and results

of the Offer

Issue Price and results of the Offer announced.

16 December 2021Allotment Date and

commencement of

trading on the NZX

Main Board

Offer Stapled Securities are expected to be allotted and commence trading on

the NZX Main Board.

20 December 2021Despatch DateTransaction confirmation despatched to participating Eligible Shareholders.

* Stride reserves the right to alter the key dates, subject to applicable laws and the Listing Rules. Stride reserves the right to withdraw the Offer at any time

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

20 Customhouse Quay, Wellington

Stride Property GroupRetail Offer Document | 29 November 20217

Part 3: Questions & Answers
These Questions and Answers are a summary only and you

should refer to the attached Terms and Conditions for further

information.

01. What is the Offer?

The Offer allows Eligible Shareholders to purchase Offer

Stapled Securities without incurring brokerage or other

transaction costs. Stride is inviting Applications for up to

NZ$20 million of Offer Stapled Securities in aggregate

(with the ability to accept additional Applications at

Stride’s discretion).

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

and rank equally with, all Stapled Securities currently on

issue. The Offer Stapled Securities will, immediately after

issue, be quoted on the NZX Main Board.

02. What will the proceeds be used for?

The proceeds of the Capital Raising will be used initially

to reduce drawn debt, reducing SPL’s loan to value ratio

from 41.0% as at 30 September 2021 to 28.8% (on a

pro forma basis, and assuming NZ$130 million is raised

under the Capital Raising). This will provide Stride with

greater flexibility and options for the establishment

of Stride’s office fund, as well as progressing other

strategic initiatives.

03. Am I eligible?

Shareholders with an address in New Zealand at 5.00pm

on the Record Date are eligible to participate in the Offer.

Please refer to clause 2 of the Terms and Conditions.

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

The Issue Price will be the lower of:

(a) NZ$2.00 per Offer Stapled Security (representing

a 8.5% discount to Stride’s closing market price of

NZ$2.185 (ex-dividend) on the NZX Main Board on

24 November 2021 (being the last trading day before

the Placement was announced) and which is the same

price paid by investors in the Placement); and

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

market price of the Stapled Securities traded on the

NZX Main Board over the five business day period

prior to and including the Closing Date, rounded down

to the nearest cent.

The Issue Price will be fixed as at 5.00pm on

10 December 2021 (being the Closing Date) and

is expected to be announced through NZX on

15 December 2021.

05. How many Offer Stapled Securities can I purchase?

Eligible Shareholders may elect to apply for a dollar

amount of Offer Stapled Securities up to a maximum value

of NZ$50,000.

Stride is accepting Applications for up to NZ$20 million

of Offer Stapled Securities in aggregate (with the ability

to accept additional Applications at Stride’s discretion).

Applications may need to be scaled depending on the

Applications received. Any scaling of Applications will be

carried out in accordance with clause 9 of the Terms

and Conditions.

You should make payment by way of electronic funds

transfer to Stride in New Zealand dollars for the value

applied for.

06. Are there any conditions to the Offer?

No. However, Stride reserves the right to terminate

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

Securities on the Allotment Date.

If the Offer is cancelled for any reason, all application

monies will be returned to you and no Offer Stapled

Securities will be allotted under the Offer. No interest

will be payable on any monies returned to you. Refunds

will not be paid for any difference arising solely due to

rounding or where the aggregate amount of the refund

payable to you is less than NZ$5.00.

07. What if I own Stapled Securities through a trustee

or Custodian?

If you own Stapled Securities through a trustee

or Custodian, then subject to certain certification

requirements and other conditions, you may instruct the

trustee or Custodian to purchase Offer Stapled Securities

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

If you own Stapled Securities through a trustee or

Custodian and also own Stapled Securities in your own

name, then you may either purchase Offer Stapled

Securities yourself or instruct your trustee or Custodian to

purchase Offer Stapled Securities on your behalf. You may

not do both.

If you are a Custodian or hold Stapled Securities

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

and Conditions.

08. What about joint holders?

Joint holders are treated as a single shareholder under the

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

amount of Offer Stapled Securities up to a maximum value

of NZ$50,000.

09. Do I have to participate?

No. Participation is entirely voluntary.

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

If you choose not to participate in the Offer, your

shareholding percentage in Stride will be diluted. For

example, assuming that NZ$130 million is raised

under the Placement and the Offer (taking into account

the NZ$110 million of shares to be issued under the

Placement and assuming the amount to be raised in the

Offer of NZ$20 million (i.e., assuming Stride does not

Stride Property GroupRetail Offer Document | 29 November 20218

exercise its discretion to accept additional Applications
under the Offer) is fully subscribed and the Offer Stapled

Securities are issued at NZ$2.00 per Offer Stapled

Security), approximately 65 million Stapled Securities

will be issued, and if you do not elect to acquire any

Offer Stapled Securities in the Offer (and did not receive

any Stapled Securities under the Placement), your

shareholding will be diluted by approximately 12.1%.

This dilution will relate only to your percentage

shareholding of Stride as the number of Stapled

Securities that you hold will not change as a result of not

participating in the Offer.

While Stride has attempted to make the Offer as fair

as possible for Eligible Shareholders by increasing the

individual application cap from the typical NZ$15,000

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

Offer is not a pro-rata offer and, even if you participate

in the Offer, your shareholding percentage in Stride may

change. Whether your shareholding in Stride increases

or decreases will depend on the amount of Offer Stapled

Securities you apply for, how many Existing Stapled

Securities you hold on the Record Date and how many

Offer Stapled Securities other Eligible Shareholders apply

for and are allotted under the Offer.

Larger shareholders may not be able to obtain sufficient

Offer Stapled Securities to maintain their percentage

shareholding, while smaller shareholders may be able to

increase their percentage shareholding.

11. Is this Offer transferable to another person?

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

your right to purchase Offer Stapled Securities under the

Offer to anyone else.

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

The events relating to COVID-19 have resulted in

significant market falls and volatility in New Zealand and

overseas, including the prices of securities traded on the

NZX Main Board.

The market price of Stapled Securities may change

materially between the date this Offer opens, the date you

apply for Offer Stapled Securities under the Offer, and the

date on which the Stapled Securities are allotted to you.

This is particularly the case given the wide fluctuations

and volatility in the share prices for many listed companies

in recent times due to the continuing impacts of

COVID-19. There is no certainty that this recent volatility

will not continue or worsen, which could have a material

adverse impact on the market price for Stapled Securities.

Accordingly:

• the price paid for Offer Stapled Securities may be

higher or lower than the price at which Stapled

Securities are trading on the NZX Main Board at the

time Stapled Securities are issued under the Offer;

• the market price of Offer Stapled Securities

following allotment may be higher or lower than the

Issue Price; and

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

you may be able to buy Stapled Securities at a lower

price than the Issue Price.

Risks associated with returns on investments are

particularly acute during periods of elevated financial

market volatility.

You should:

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

and your participation under the Offer; and

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

important information to assist you in making an

investment decision in respect of the Offer. In

particular, you should read and consider pages 30 to

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

making an investment decision.

13. Where can I get further information?

You should read the Investor Presentation and other

important information released on 25 November 2021,

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

“SPG”.

The Investor Presentation includes details of the rationale

for the Offer and explains in more detail the expected

impact of the Offer, including a non-exhaustive summary

of certain key risks associated with Stride and the Offer.

You should read the Investor Presentation in full, as it

contains important information to assist you in making an

investment decision in respect of the Offer. In particular,

you should read and consider pages 30 to 34 of the

Investor Presentation (“Key Risks”) before making an

investment decision.

Further information about Stride, including its most recent

annual report released on 27 May 2021, and its interim

report released on 25 November 2021, can be obtained

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

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

and financial statements of Stride by contacting Stride as

set out in the Directory on page 20, or you may download

the documents from Stride’s website:

www.strideproperty.co.nz.

Stride is subject to continuous disclosure obligations

under the Listing Rules. Market releases by Stride are

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

Stride may, during the Offer, make additional releases

to NZX. Shareholders should monitor Stride’s market

announcements during the period of the Offer. No release

by Stride to NZX will permit an applicant to withdraw

any previously submitted Application without Stride’s

prior written consent, whether or not there has been any

permissible variation of the Offer.

Stride Property GroupRetail Offer Document | 29 November 20219

Part 3: Questions & Answers (Continued)
You are strongly cautioned not to place undue

reliance on any forward-looking statements such as

indications of, and guidance on, future earnings and

financial position and performance in any market

releases made by Stride, particularly in light of

the current economic climate and the significant

volatility, uncertainty and disruption caused by the

outbreak of COVID-19.

You should read the information referred to in the

Important Information section of this Offer Document

under the headings “Further important information”

and “Additional information available under continuous

disclosure obligations”.

14. What is the current market price?

The market price of the Stapled Securities is quoted on

the NZX website at www.nzx.com.

15. How do I apply for Offer Stapled Securities under

the Offer?

If you wish to participate in the Offer, you must complete

an Application at www.shareoffer.co.nz/stride or, if you

are a Custodian, please see clause 4.3 of the Terms

and Conditions.

You will need your CSN / Holder Number to apply. You

must pay for your Application by electronic funds transfer

to Stride.

If the exact amount of money is not tendered, Stride

reserves the right not to accept all or part of your payment.

In those circumstances, Stride will return your Application

or refund all or part of your payment without interest.

You will not be able to withdraw or revoke your Application

once you have sent it in.

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

Offer Stapled Securities?

The Offer opens on 29 November 2021 and is expected

to close at 5.00pm on 10 December 2021, unless

extended. If you want to participate you should ensure

your Application and payment is received by 5.00pm on

10 December 2021.

Please allow adequate time for electronic funds

transfers to be cleared into Stride’s bank account by

this time. Applications received after the closing time

may not be accepted.

You will receive the Offer Stapled Securities issued to you

under the Offer on the Allotment Date, which is currently

expected to be on or around 16 December 2021.

Confirmation of the number of Offer Stapled Securities

issued to you under the Offer will be sent on the

Despatch Date, currently expected to be on or around

20 December 2021.

17. How many Offer Stapled Securities will I receive?

Subject to scaling, you will receive the number of Offer

Stapled Securities equal to the dollar amount of Offer

Stapled Securities you have validly applied for (and

payment has been received in respect of) divided by

the Issue Price. If the dollar amount of Offer Stapled

Securities you have applied for (or are allocated) does not

equal a whole number of Offer Stapled Securities once

divided by the Issue Price, the number of Offer Stapled

Securities allotted to you will be rounded down to the

nearest whole number of Offer Stapled Securities. Any

difference due to rounding or under NZ$5.00 will be

retained by Stride.

Any scaling of Applications will be carried out in

accordance with clause 9 of the Terms and Conditions.

18. Will the Offer Stapled Securities be quoted?

The Offer Stapled Securities will be quoted on the

NZX Main Board. It is expected that you will be able to

commence trading the Offer Stapled Securities allotted

to you under the Offer on the NZX Main Board on the

Allotment Date.

19. Why is there a maximum application amount?

The Offer needs to comply with the conditions imposed

by the Listing Rules. The offer of Offer Stapled Securities

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

Shareholder is being undertaken under Listing Rule

4.3.1(c) (Share Purchase Plans) in respect of the first

NZ$15,000 of Offer Stapled Securities offered and

under Listing Rule 4.5 (15% Placements) in respect of the

additional NZ$35,000 of Offer Stapled Securities to be

offered.

20. What is Stride’s dividend policy?

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

shareholders that is between 80% and 100% of its

distributable profit. Distributable profit is presented to

enable investors to see an earnings measure which more

closely aligns to Stride’s underlying and recurring earnings

from its operations. Distributable profit is a non-NZ GAAP

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

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

items, share of profits in associates, dividends received

from associates, and current tax. See note 4.2 to Stride’s

Consolidated Interim Financial Statements for the period

ending 30 September 2021 for further information.

Eligible Shareholders will not receive the cash dividend

announced on 25 November 2021 in respect of any

Offer Stapled Securities allocated to them under the Offer

as the record date for that dividend occurs prior to the

allotment of the Offer Stapled Securities.

Stride Property GroupRetail Offer Document | 29 November 202110

21. What are the implications of investing in
Stapled Securities?

The practical implications of a shareholder holding a

Stapled Security include that:

(a) The shareholder is a shareholder of both SPL

and SIML.

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

corresponding SIML share or SPL share, as applicable,

also needs to be sold to the same purchaser.

(c) Market disclosures via NZX may be made in

respect of the Stride companies as a whole, but

each of SPL and SIML will continue to be obliged

to make announcements under the Listing Rules

according to the nature of the disclosure (for

example, announcements about the declaration of a

dividend or the passing of a resolution at a meeting

of shareholders would be made by the relevant

company).

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

share on the NZX Main Board will be the quoted price

for the Stapled Security.

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

disclosure purposes under the Listing Rules will be

assessed against the potential effect on the price

of Stapled Securities as there will not be a separate

quoted price available for each of SPL and SIML. Any

disclosure of “Material Information” made by Stride

will explain whether the information is material to SPL

and/or SIML.

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

Placement and the Offer) will result in equal numbers

of SPL shares and SIML shares being issued.

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

at separate meetings of shareholders of each of SPL

and SIML. For some transactions involving SPL and

SIML (for example, an issuance of Stapled Securities

being made with shareholder approval under the

Listing Rules), resolutions might be required from

shareholders in respect of the same matter. In that

case, the relevant transaction will only be able to

proceed if the respective resolutions are approved at

shareholder meetings of both SPL and SIML.

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

from each of SPL and SIML.

22. Why are not all shareholders eligible to participate in

the Offer?

Stride considers that the legal requirements of

jurisdictions other than New Zealand are such that it would

be unduly onerous for Stride to make the Offer in those

jurisdictions. This decision was made having regard to the

number of Shareholders in such overseas jurisdictions and

the costs of complying with overseas legal requirements.

23. How do I trade Stapled Securities?

If you wish to buy or sell any Stapled Securities, this can

be effected on the NZX Main Board by instructing a

broker. You will need to provide your Authorisation Code

(FIN) and your Common Shareholder Number (CSN) to

the broker you are instructing to effect the trade. You

may be required to pay brokerage in respect of that trade.

You should seek your own financial and tax advice before

effecting any trade of Stapled Securities.

24. Further assistance

If you have any further questions, please contact your

broker, financial, investment or other professional advisor

before making your investment decision.

If you have any questions about how to apply, please

contact the Registrar as set out in the Directory.


Stride Property GroupRetail Offer Document | 29 November 202111

Part 4: Terms and Conditions
If you apply to participate in the Offer by completing an

Application, you are accepting the risk that the market price of

Stapled Securities may change between the Opening Date, the

date at which you send in an Application and the Allotment Date.

This means that it is possible that up to or after the Allotment

Date, you may be able to buy Stapled Securities at a lower price

than the Issue Price.

We encourage you to seek your own financial advice regarding

your participation in the Offer.

Consistent with the representations, warranties and

acknowledgements contained in these Terms and Conditions

and on the Offer website, you may not submit any Application for

any person outside New Zealand. Failure to comply with these

restrictions may result in a violation of applicable securities laws.

01. Offer timetable

Record Date: Eligible Shareholders registered at 5.00pm

on 24 November 2021 may participate in the Offer.

Opening Date: The Offer opens on 29 November 2021.

This Offer Document is sent to Eligible Shareholders on

29 November 2021.

Closing Date: The Offer closes at 5.00pm on

10 December 2021, unless extended. Applications must

be received by this time. Applications may, at Stride’s

option, not be processed or held to be valid if they have

not been received by this time.

Issue Price and results of the Offer announced: The

Issue Price and results of the Offer will be announced

through NZX on 15 December 2021.

Allotment Date: The Offer Stapled Securities are

proposed to be settled and allotted on or around

16 December 2021.

Commencement of trading on the NZX Main Board:

Stride expects the Offer Stapled Securities will commence

trading on the NZX Main Board on the Allotment Date.

Despatch Date: Stride expects that a transaction

confirmation will be despatched to you on or around

20 December 2021.

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

the Closing Date, the Allotment Date and the Despatch

Date (notwithstanding that the Offer has opened, or

Applications have been received) by lodging a revised

timetable with NZX.

02. Eligible Shareholders

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

Shareholder. An Eligible Shareholder is a person who,

at 5.00pm on the Record Date, was recorded in the

Stapled Security Register as being a registered holder of

Existing Stapled Securities and has an address in New

Zealand, unless that person holds Stapled Securities

on behalf of another person who resides outside New

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

be an Eligible Shareholder.

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

registered holder of Stapled Securities for the purposes of

determining whether they are an Eligible Shareholder and

the certification on the Application is taken to have been

given by all of them.

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

Offer are personal to you and non-renounceable, so you

may not transfer them.

2.4 Stride accepts no liability where an Eligible Shareholder

does not receive an email or letter to apply for Offer

Stapled Securities on the Offer website.

03. Issue Price and Number of Offer Stapled Securities

3.1 The Issue Price for Offer Stapled Securities under the

Offer will be the lower of:

(a) NZ$2.00 per Offer Stapled Security (representing

a 8.5% discount to Stride’s closing market price of

NZ$2.185 (ex-dividend) on the NZX Main Board on

24 November 2021 (being the last trading day before

the Placement was announced) and which is the same

price paid by investors in the Placement); and

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

market price of the Stapled Securities traded on the

NZX Main Board over the five business day period

prior to and including the Closing Date, rounded down

to the nearest cent.

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

10 December 2021 (being the Closing Date) and

is expected to be announced through NZX on

15 December 2021.

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

Stapled Securities equal to the dollar amount of Offer

Stapled Securities you have validly applied for (and

payment has been received in respect of) divided by

the Issue Price. If the dollar amount of Offer Stapled

Securities you have applied for (or are allocated) does not

equal a whole number of Offer Stapled Securities once

divided by the Issue Price, the number of Offer Stapled

Securities allotted to you will be rounded down to the

nearest whole number of Offer Stapled Securities. Any

difference due to rounding or under NZ$5.00 will be

retained by Stride.

3.4 Subject to clause 4.2 of these Terms and Conditions,

Eligible Shareholders may elect to purchase a dollar

amount of Offer Stapled Securities, up to a maximum

value of NZ$50,000, by filling in the appropriate box

on the Application. The number of Offer Stapled

Securities you receive on the Allotment Date may be

subject to scaling, as described in clause 9 of these Terms

and Conditions.

3.5 Subject to clause 4.2 of these Terms and Conditions,

Eligible Shareholders may only make a single Application

for Offer Stapled Securities under the Offer. This applies

to all Eligible Shareholders, including those who receive

Stride Property GroupRetail Offer Document | 29 November 202112

more than one offer under the Offer (for example,
because they hold Stapled Securities in more than one

capacity) and including whether the Eligible Shareholder

is applying through a Custodian or on his or her own

behalf. Accordingly, if you own Stapled Securities through

a trustee or Custodian and also own Stapled Securities

in your own name, then you may either purchase Offer

Stapled Securities yourself or instruct your trustee or

Custodian to purchase Offer Stapled Securities on your

behalf. You may not do both.

04. Custodians

4.1 Any Eligible Shareholder that:

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

holds Existing Stapled Securities on the Record Date

by reason only of acting for another person in the

ordinary course of business of that trustee corporation

or nominee company; or

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

trustee of a trust to which the Stapled Securities are

subject,

is a Custodian under the Offer.

4.2 Custodians may apply to purchase Offer Stapled

Securities for an amount greater than NZ$50,000 under

the Offer, provided the Custodian only applies for no

more Offer Stapled Securities than collectively have an

aggregate application price of NZ$50,000 for each

beneficial owner in New Zealand for which the Custodian

acts as a Custodian. Each beneficial owner may only

direct the Custodian to apply on behalf of that beneficial

owner for Offer Stapled Securities as described in clauses

3.4 and 3.5 of these Terms and Conditions.

4.3 In order to apply to purchase Offer Stapled Securities on

behalf of one or more beneficial owners, Custodians must

provide the following information by email to the Registrar

and make payment by way of electronic funds transfer:

(a) the number of Participating Beneficiaries (as defined

below) and their names and addresses;

(b) in respect of each of the Participating Beneficiaries,

the number of Stapled Securities that the Custodian

holds and the dollar amount of Offer Stapled

Securities the Participating Beneficiary has instructed

the Custodian, either directly or indirectly through a

Downstream Custodian (as defined below), to apply for

on behalf of that Participating Beneficiary;

(c) where the Custodian holds Stapled Securities on

behalf of a Participating Beneficiary indirectly, through

one or more Downstream Custodians, the name and

address of each Downstream Custodian; and

(d) an acknowledgement that the certifications described

in clauses 4.4, 7.1 and 7.2 of these Terms and

Conditions below are deemed to have been provided

to Stride.

4.4 If a Custodian applies in the manner described above to

purchase Offer Stapled Securities on behalf of one or

more beneficial owners, the Custodian will be deemed to

have certified to Stride that:

(a) the Custodian holds Stapled Securities on behalf of:

(i) one or more other persons that are not

Custodians (who would be Eligible Shareholders if

they held Stapled Securities directly); and/or

(ii) another Custodian (Downstream Custodian)

that holds beneficial interests in Stapled

Securities on behalf of one or more other

persons to which those interests relate, on the

Record Date,

(each a Participating Beneficiary) who have

subsequently instructed the Custodian, and/or the

Downstream Custodian, to apply for Offer Stapled

Securities under the Offer on their behalf;

(b) the information set out in the email required to be

provided to the Registrar under clause 4.3 of these

Terms and Conditions is true and accurate;

(c) there are no Participating Beneficiaries in respect of

which the total of the application price for the following

exceeds NZ$50,000:

(i) the application price for Offer Stapled Securities

applied for on their behalf under the Offer; and

(ii) the application price for any other Stapled

Securities issued to the Custodian (as a result

of an instruction given to the Custodian or a

Downstream Custodian) for that Participating

Beneficiary under any arrangement similar to the

Offer in the 12 months prior to the Allotment Date

for Offer Stapled Securities under the Offer;

(d) a copy of this Offer Document was given to each

Participating Beneficiary; and

(e) the beneficial owner on whose behalf the Custodian

is submitting an Application is not making an

Application as an Eligible Shareholder for Offer

Stapled Securities under the Offer, and no other

Custodian is submitting an Application under the Offer

for that beneficial owner.

4.5 Custodians are not permitted to participate in the Offer

on behalf of, and must not distribute this document or

any documents relating to this Offer to, any person in the

United States. In the event that a Custodian is acting for

the account or benefit of a person in the United States, it

is not permitted to participate in respect of that person.

Stride Property GroupRetail Offer Document | 29 November 202113

Part 4: Terms and Conditions
05. Completing the Application and paying for Offer

Stapled Securities

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

an Application and make an electronic funds transfer in

accordance with the instructions on the Offer website.

Payments must be drawn on a New Zealand bank

account.

5.2 Eligible Shareholders should make an electronic funds

transfer for the dollar amount of Offer Stapled Securities

applied for.

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

5.00pm on 10 December 2021. Applications received

after that date will only be accepted at Stride’s discretion.

Applications made at www.shareoffer.co.nz/stride

are required, except in the case of Custodians, who

must apply in accordance with clause 4.3 of these

Terms and Conditions.

06. Stride’s discretion to accept, reject or scale

back Applications

6.1 Stride has discretion to accept or reject your Application

to purchase Offer Stapled Securities under the Offer,

including (without limitation) if:

(a) your Application is incorrectly completed or

incomplete or otherwise determined by Stride to

be invalid;

(b) your payment is dishonoured or has not been

completed correctly;

(c) your electronic funds transfer is not denominated in

New Zealand dollars for the exact New Zealand dollar

amount of Offer Stapled Securities that you have

applied for;

(d) it appears that you are applying to buy more than

NZ$50,000 of Offer Stapled Securities (except if you

are a Custodian applying on behalf of more than one

beneficial owner in accordance with clause 4.2 of

these Terms and Conditions);

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

While Stride has discretion to accept late Applications

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

Late Applications and payments, if not processed, will

be returned to you at your registered address within

five business days of the Allotment Date or within five

business days of the date of receipt in respect of any

late Application received after the Allotment Date.

No interest will be paid on any application monies

returned to you;

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

or Custodian; or

(g) Stride considers that your Application does not comply

with these Terms and Conditions.

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

discretion, any Application for Offer Stapled Securities

under the Offer, subject to clause 9. Stride reserves the

right to terminate the Offer and reject all Applications at

any time prior to the issue of the Offer Stapled Securities

on the Allotment Date.

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

will be refunded to the applicant. If Applications are

scaled back, the applicant will receive the number of Offer

Stapled Securities in respect of which the Application is

accepted at the Issue Price and a refund of the balance of

the relevant application monies.

6.4 Refunds will not be paid for any difference arising solely

due to rounding or where the aggregate amount of the

refund payable to an applicant is less than NZ$5.00, with

such funds being retained by Stride. All refunds will be

made without interest.

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

dividend payments be made. Any refunds will be issued

within five business days following the Allotment Date.

However, if you have not provided your bank account

details to the Registrar, such funds will be withheld by

the Registrar until you have provided those bank account

details.

07. Significance of sending in an Application /

representations, warranties and agreements

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

Application you will be deemed to make the following

representations, warranties and agreements:

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

understood this Offer Document (including the

“Important Information” section) and the Investor

Presentation (including pages 30 to 34 of the Investor

Presentation (“Key Risks”)) in their entirety;

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

Conditions, will be irrevocable and unconditional (i.e., it

cannot be withdrawn);

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

Shareholder (or, in the case of a beneficial holder,

would be an Eligible Shareholder, if you held Stapled

Securities directly) entitled to apply for Offer Stapled

Securities under these Terms and Conditions and

that all details and statements in your Application are

complete and accurate;

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

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

Stride at any time at its sole discretion and may not

proceed;

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

be, or cause, a breach of any law in any jurisdiction;

Stride Property GroupRetail Offer Document | 29 November 202114

(g) you certify to Stride that you are not applying for Offer
Stapled Securities under the Offer with an application

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

have received more than one offer under the Offer

or received offers in more than one capacity under

the Offer;

(h) you certify to Stride that you are not applying for Offer

Stapled Securities under the Offer with an application

value in excess of NZ$50,000 from the following:

(i) the Offer Stapled Securities under the Offer

which are the subject of the Application;

(ii) any other Stapled Securities issued to you

under the Offer, or securities or interests in the

class issued under any similar arrangement in

the 12 months before the Allotment Date (for

the avoidance of doubt, this does not include any

Stapled Securities issued under Stride’s Share

Purchase Plan in December 2020 which were

issued more than 12 months before the

Allotment Date);

(iii) any other Offer Stapled Securities or interests in

the class which you have instructed a Custodian

to acquire on your behalf under the Offer; and

(iv) any other Stapled Securities or interests in the

class issued to a Custodian in the 12 months

before the Allotment Date as a result of an

instruction given by you to the Custodian to apply

for Stapled Securities on your behalf under an

arrangement similar to the Offer;

(i) without limiting Stride’s discretion to accept, reject

or scale back any Applications, you authorise Stride

(and its officers or agents) to correct any error in, or

omission from, your Application and to complete the

Application by the insertion of any missing details;

(j) you acknowledge that Stride may at any time

irrevocably determine that your Application is valid, in

accordance with these Terms and Conditions, even

if the Application is incomplete, contains errors or is

otherwise defective;

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

agents has provided you with investment advice or

financial product advice, and that none of them has an

obligation to provide advice concerning your decision

to apply for and purchase Offer Stapled Securities

under the Offer;

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

Stapled Securities may change materially between the

Opening Date, the date you apply for Offer Stapled

Securities under the Offer and the Allotment Date. This

is particularly the case given the wide fluctuations and

volatility in the share prices for many listed companies

in recent times due to the continuing impacts of

COVID-19. Accordingly, you acknowledge that:

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

higher or lower than the price at which Stapled

Securities are trading on the NZX Main Board at

the time Offer Stapled Securities are issued under

the Offer;

(ii) the market price of Offer Stapled Securities

following allotment may be higher or lower than

the Issue Price;

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

you may be able to buy Stapled Securities at a

lower price than the Issue Price; and

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

prior to the Issue Price being determined may

affect the Issue Price;

(m) you acknowledge that Stride is not liable for any

exercise of its discretions referred to in these Terms

and Conditions;

(n) you represent and warrant that you are not a resident

of nor located in the United States and you are not

acting on behalf of a person in the United States and

will not purchase any Offer Stapled Securities with

a view to re-sale in the United States or to or for the

account or benefit of a person in the United States;

(o) you irrevocably and unconditionally agree to these

Terms and Conditions and agree not to do any act or

thing which would be contrary to the spirit, intention or

purpose of the Offer; and

(p) if you are acting as a trustee, nominee or Custodian,

each beneficial holder on whose behalf you are

applying for and acquiring Offer Stapled Securities is

resident in New Zealand and is not in the United States.

7.2 If a Custodian makes an Application to purchase Offer

Stapled Securities under the Offer for a beneficial owner

pursuant to clause 4.3, the beneficial owner on whose

behalf the Custodian is applying to purchase Offer Stapled

Securities is deemed to have provided to Stride the

certifications referred to in clauses 7.1(c), (f), (g), (h), (k), (l),

(m), (n) and (o).

08. Issue Price

You agree to pay the Issue Price per Offer Stapled

Security up to the maximum dollar amount you have

specified in your Application.

Stride Property GroupRetail Offer Document | 29 November 202115

Part 4: Terms and Conditions
09. Scaling

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

discretion, any Application for Offer Stapled Securities

under the Offer, including where Stride determines not

to accept additional Applications over NZ$20 million, or

decides not to accept all additional Applications.

9.2 Scaling of Applications will be required if Stride receives

Applications in excess of the maximum number of Offer

Stapled Securities available to be allocated under the

Offer. Such maximum available number of Offer Stapled

Securities will be the lesser of:

(a) NZ$20 million (subject to Stride’s ability to accept

oversubscriptions) of Offer Stapled Securities; and

(b) the number of Offer Stapled Securities to be issued:

(i) under Listing Rule 4.3.1(c) (being an aggregate of

the first NZ$15,000 of Offer Stapled Securities

applied for by applicants under the Offer); plus

(ii) under Listing Rule 4.5 (being the aggregate of the

additional NZ$35,000 of Offer Stapled Securities

applied for by applicants under the Offer), capped

at the maximum number of Stapled Securities that

may be issued under the Placement and the Offer

in accordance with Listing Rule 4.5 (as amended

by the NZX Waiver) (being approximately

NZ$32 million of Offer Stapled Securities).

9.3 Any scaling of Applications will be undertaken by Stride

having regard to the number of Existing Stapled Securities

held by the applicant (or, in the case of an Application

made by a Custodian, the relevant beneficial owner(s)) at

the Record Date.

9.4 If scaling produces a fractional number, the number

of Offer Stapled Securities you will be allotted will be

rounded down to the nearest whole number of Offer

Stapled Securities.

9.5 If your Application is scaled, your application monies will

be greater than the value of the Offer Stapled Securities

you will be allotted. The difference will be refunded to your

bank account held by the Registrar within five business

days of the Allotment Date. If no bank account is held by

the Registrar, your refund payment will be withheld until

you provide your bank account details. No interest will be

paid on any application monies returned to you. Refunds

will not be paid for any difference arising solely due to

rounding or where the aggregate amount of the refund

payable to you is less than NZ$5.00.

10. Offer Stapled Securities

10.1 Offer Stapled Securities issued under the Offer will rank

equally with, and have the same voting rights, dividend

rights and other entitlements as, existing fully paid Stapled

Securities quoted on the NZX Main Board. Eligible

Shareholders will not receive the quarterly dividend for

the quarter ended 30 September 2021 announced

on 25 November 2021 in respect of any Offer Stapled

Securities allocated to them under the Offer.

10.2 Applicants for Offer Stapled Securities will be bound by

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

Offer Document.

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

steps to ensure that the Offer Stapled Securities are

immediately after issue quoted on the NZX Main Board.

10.4 The Offer Stapled Securities will be quoted on the NZX

Main Board. The NZX Main Board is a registered market

operated by NZX (which is a licensed market operator

regulated under the Financial Markets Conduct Act

2013). However, NZX accepts no responsibility for any

statement in this Offer Document.

10.5 You cannot trade in any Offer Stapled Securities issued

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

until quotation of the Offer Stapled Securities on the NZX

Main Board in accordance with the Listing Rules. Stride

expects that the Offer Stapled Securities will commence

trading on the NZX Main Board on the Allotment Date.

10.6 The issue of Offer Stapled Securities under the Offer up to

a maximum value of NZ$50,000 per Eligible Shareholder

(or per beneficial owner, in the case of holdings held by

Custodians) is being undertaken under Listing Rule 4.3.1

(Share Purchase Plans) in respect of the first NZ$15,000

of Offer Stapled Securities offered and Listing Rule 4.5

(15% Placements) (as amended by the NZX Waiver) in

respect of the additional NZ$35,000 of Offer Stapled

Securities offered to each Eligible Shareholder.

11. Amendments to the Offer and waiver of compliance

11.1 Notwithstanding any other term or condition of the Offer,

or the Offer website, Stride may, at its discretion:

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

Terms and Conditions (in which case Applications

for Offer Stapled Securities under the Offer will

remain binding on the applicant notwithstanding

such modification and irrespective of whether an

Application was received by the Registrar before or

after such modification is made); and/or

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

the issue of Offer Stapled Securities under the Offer.

If the Offer is terminated, application monies will be

refunded to applicants without interest within five

business days of termination.

11.2 Stride reserves the right to waive compliance with any

provision of these Terms and Conditions (which will be

done in accordance with New Zealand law, including the

Listing Rules).

11.3 If Stride waives compliance with any provision of these

Terms and Conditions, such waiver will apply to all

Eligible Shareholders.

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

suspension, withdrawal or termination of the Offer.

Stride Property GroupRetail Offer Document | 29 November 202116

12. Governing Law
These Terms and Conditions shall be governed by and

construed in accordance with the laws of New Zealand.

13. Disputes

If any dispute arises in connection with the Offer,

Stride may settle it in any manner it thinks fit. It may

do so generally or in relation to any particular Eligible

Shareholder, applicant, Application or Stapled Security.

Stride’s decision will be final and binding.

46 Sale Street, Auckland

14. Inconsistency

Unless otherwise determined by the Boards, in the event

of any inconsistency between the Terms and Conditions of

the Offer and:

(a) the accompanying letter from the Chair and Questions

and Answers, the Terms and Conditions take

precedence; and

(b) the Constitutions, the Constitutions shall prevail.

Stride Property GroupRetail Offer Document | 29 November 202117

Part 5: Glossary
Allotment Date On or around 16 December 2021, unless extended

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

made through www.shareoffer.co.nz/stride (or, in the case of a Custodian, by submitting an

application in accordance with clause 4.3 of the Terms and Conditions)

Boards The boards of directors of SPL and SIML

Capital Raising The Placement and the Offer

Closing Date 10 December 2021, unless extended

Constitutions The constitutions of SPL and SIML

Custodian Has the meaning given to that term in clause 4.1 of the Terms and Conditions

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

adjusted for determined non-recurring and/or non-cash items, share of profits in associates,

dividends received from associates and current tax. Further information, including the

calculation of distributable profit and the adjustments to profit before income tax, is set out

in note 4.2 to Stride’s Consolidated Interim Financial Statements for the six months ended

30 September 2021

Despatch Date On or around 20 December 2021, unless extended

Downstream Custodian Has the meaning given to that term in clause 4.4 of the Terms and Conditions

Eligible Shareholder A person who, at 5.00pm on the Record Date, was recorded in the Stapled Security Register

as being a registered holder of Existing Stapled Securities and having an address in New

Zealand, unless that person holds Stapled Securities on behalf of another person who

resides outside New Zealand. For the avoidance of doubt, no U.S. Person will be an Eligible

Shareholder

Existing Stapled Security A Stapled Security on issue on the Record Date

Issue Price The lower of:

(a) NZ$2.00 per Offer Stapled Security (being the price paid by investors in the

Placement); and

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

Securities traded on the NZX Main Board over the five business day period prior to

and including the Closing Date, rounded down to the nearest cent

Listing Rules The NZX Listing Rules

NZX NZX Limited

Stride Property GroupRetail Offer Document | 29 November 202118

NZX COVID-19 Relief The class waiver and ruling issued by NZX Regulation dated 30 September 2020
NZX Main Board The main board equity security market operated by NZX

NZX Waiver The waiver from Listing Rule 4.5 issued by NZX Regulation Limited in favour of Stride dated

25 November 2021

NZ$ New Zealand dollars, being the lawful currency of New Zealand

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

Offer Document This offer document

Offer Stapled Securities The Stapled Securities offered under the Offer

Opening Date 29 November 2021

Participating Beneficiary Has the meaning given to that term in clause 4.4 of the Terms and Conditions

Placement The placement of Stapled Securities in Stride to eligible institutional investors in New

Zealand, Australia and selected overseas jurisdictions announced on 25 November 2021 at

a price of NZ$2.00 per Stapled Security which raised approximately NZ$110 million, under

which 55 million Stapled Securities are to be issued on 1 December 2021

Record Date 24 November 2021

Registrar Computershare Investor Services Limited

SIML Stride Investment Management Limited

SPL Stride Property Limited

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

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

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

Stapled Securities

Stride or Stride Property Group Stride Property Limited and Stride Investment Management Limited

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

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

Stride Property GroupRetail Offer Document | 29 November 202119

Part 6: Directory
Issuer

Stride Property Limited and Stride Investment

Management Limited

Level 12, 34 Shortland Street

Auckland 1010

PO Box 6320

Victoria Street West

Auckland 1142

New Zealand

Legal Adviser

Bell Gully

Level 21

Vero Centre

48 Shortland Street

Auckland 1010

Level 21, ANZ Centre

171 Featherston Street

Wellington 6011

Directors of Stride Property Limited and

Stride Investment Management Limited

Tim Storey Independent Director and Chair

Ross Buckley Independent Director

John Harvey Independent Director

Michelle Tierney Independent Director

Philip Ling Independent Director

Nick Jacobson Independent Director

Jacqueline Cheyne Independent Director

Registrar

If you have any queries about how to apply, please contact

the Registrar at:

Computershare Investor Services Limited

Level 2, 159 Hurstmere Road

Takapuna, Auckland 0622

Private Bag 92119, Victoria Street West,

Auckland 1142

New Zealand

Phone: 0800 650 034

Email: stride@computershare.co.nz

Stride Property GroupRetail Offer Document | 29 November 202120

215 Lambton Quay, Wellington
Stride Property GroupRetail Offer Document | 29 November 202121

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

---

29 Novem
ber 2021

Stride Property Group - Retail Offer Open for Applications

Dear Shareholder,


On behalf of the directors of Stride Property Limited (SPL) and Stride Investment Management Limited (SIML,

together with SPL, Stride Property Group), I am pleased to offer all Eligible Shareholders the opportunity

to participate in the Stride Property Group Retail Offer.

Eligible Shareholders are all persons who were recorded in Stride Property Group’s stapled securities register

at 5.00pm on 24 November 2021 as being a holder of Stride Property Group stapled securities that:

(a) have an address in New Zealand; and

(b) are not acting for the account or benefit of a person who resides outside New Zealand.

The Retail Offer is part of Stride Property Group’s equity raising initiative announced on 25 November 2021,

details of which can be found at https://www.nzx.com/companies/SPG

. Stride Property Group completed a

successful NZ$110 million upsized placement of stapled securities to institutional shareholders and other

investors at a price of NZ$2.00 per stapled security (Placement). Stride Property Group is seeking to raise

up to NZ$20 million through the Retail Offer (with the ability to accept additional applications at Stride Property

Group's discretion).

Under the Retail Offer, Eligible Shareholders each have the opportunity to apply for up to NZ$50,000 worth of

new stapled securities of Stride Property Group (Offer Stapled Securities) on and in accordance with the

Terms and Conditions in the Offer Document, without incurring brokerage or other transaction costs.

Offer Stapled Securities comprise one ordinary share in SPL and one ordinary share in SIML, which are stapled

together and trade as a single security on the NZX, with a single price. Further details of the waivers from the

NZX Listing Rules that have been granted by NZX to give effect to the stapled structure and the implications

of investing in stapled securities of Stride Property Group are included on pages 153 to 155 of Stride Property

Group's Annual Report for the financial year ended 31 March 2021.

The price of Offer Stapled Securities under the Retail Offer will be announced on Wednesday, 15 December

2021, and will be the lower of NZ$2.00 per Offer Stapled Security (being the price paid by investors in the

Placement) or a 2.5% discount to the five-da y volume weighted average market price of Stride Property Group

stapled securities traded on the NZX during the last five business days of the Retail Offer period (inclusive).

Further details of the terms of the Retail Offer and an explanation of how you can participate are set out in

the Offer Document which is available online at www.shareoffer.co.nz/stride

, along with the investor

presentation released on 25 November 2021. You should read these documents carefully before deciding

whether to participate in the Retail Offer.

Eligible shareholders wi
shing to participate in the Retail Offer can now apply online at

www.shareoffer.co.nz/stride. Applications for Offer Stapled Securities must be made online and must

be received (with payment) by Computershare no later than 5.00pm on 10 December 2021.

If you have any queries about the Retail Offer or how to apply for Offer Stapled Securities, please contact

Computershare on 0800 650 034 or email stride@computershare.co.nz.

On behalf

of Stride Property Group I welcome your participation in the Retail Offer.

Regards,

Tim Storey

Chair

Stride Property Limited and Stride Investment Management Limited

The offer of Offer Stapled Securities under the Retail Offer is made on the terms and conditions set out in the Offer Document dated 29

November 2021. Capitalised terms have the meaning set out in the Offer Document. Applications for Offer Stapled Securities under the

Retail Offer must be made through the online application process. This letter may not be forwarded to any other person (or otherwise

reproduced in any manner) in any jurisdiction outside of New Zealand. Any forwarding or other distribution of this letter in whole or in

part may result in a violation of relevant securities laws. Stride Property Group disclaims all liability in respect of any breach of such laws.

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.