Notice of Annual Shareholder Meetings
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Notice of Annual
Shareholder Meetings 2022
Stride Investment Management Limited Stride Property Limited
Business
Notice of Annual
Shareholder Meetings 2022
Date of meetingsWednesday, 6 July 2022
Time11.00am
LocationThe Boulevard Room
Sofitel Auckland
21 Viaduct Harbour Avenue
Auckland
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 2022.
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 PwC 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 55,000,000 fully paid ordinary shares in Stride Property Limited to investors at an issue price of $2.00 per
stapled security (comprising one share in Stride Property Limited and one share in Stride Investment Management Limited) on
1 December 2021 be approved and ratified for all purposes, including NZX Listing Rule 4.5.1(c).
Resolution 3 – Ratification of previous issue of shares under a retail offer: That the previous issue under NZX Listing
Rule 4.5.1 of 4,487,760 fully paid ordinary shares in Stride Property Limited to eligible shareholders under the Retail Offer
at an issue price of $2.00 per stapled security (comprising one share in Stride Property Limited and one share in Stride
Investment Management Limited) on 16 December 2021 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 PwC as auditor of Stride
Investment Management Limited for the ensuing year.
Resolution 2 – Re-election of Director Tim Storey: That Tim Storey be re-elected as a Director of Stride Investment
Management Limited.
Resolution 3 – Re-election of Director Jacqueline Cheyne: That Jacqueline Cheyne be re-elected as a Director of Stride
Investment Management Limited.
Resolution 4 – Ratification of previous issue of shares under a placement: That the previous issue under NZX Listing
Rule 4.5.1 of 55,000,000 fully paid ordinary shares in Stride Investment Management Limited to investors at an issue price of
$2.00 per stapled security (comprising one share in Stride Property Limited and one share in Stride Investment Management
Limited) on 1 December 2021 be approved and ratified for all purposes, including NZX Listing Rule 4.5.1(c).
Resolution 5 – Ratification of previous issue of shares under a retail offer: That the previous issue under NZX Listing
Rule 4.5.1 of 4,487,760 fully paid ordinary shares in Stride Investment Management Limited to eligible shareholders under
the Retail Offer at an issue price of $2.00 per stapled security (comprising one share in Stride Property Limited and one share
in Stride Investment Management Limited) on 16 December 2021 be approved and ratified for all purposes, including NZX
Listing Rule 4.5.1(c).
F.General Business
To consider such other business as may be lawfully raised at the 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.
By order of the Boards
Louise Hill, Company Secretary
2 June 2022
Stride Property GroupNotice of Annual Shareholder Meetings 20221
Explanatory
Notes
Stride Property
Limited (SPL)
Resolution 1 – Auditor’s Remuneration
PwC is the existing auditor of SPL and has indicated its willingness to
continue as auditor. Pursuant to section 207T of the Companies Act 1993,
PwC is automatically re-appointed at the Annual Shareholder Meeting as
auditor of 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 PwC 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 2021, Stride Property Group (Stride) announced that it
was commencing a capital raise (Offer), seeking to raise up to $120 million,
comprising a $100 million underwritten placement (Placement), and a
non-underwritten retail offer for up to $20 million, with the ability to accept
additional applications at Stride’s discretion (Retail Offer). As a result of
accepting additional applications for both the Placement and Retail Offer, the
total amount raised by Stride under the Offer was $133.9 million.
The net proceeds of the Offer were used to repay bank debt, reducing SPL’s
loan to value ratio to 28.4% on a pro forma 30 September 2021 basis. The
Offer also provided Stride with greater flexibility for the establishment of its
office fund, Fabric Property Limited, as well as progressing other strategic
initiatives as part of Stride’s broader investment management strategy.
The underwritten issue price for the Placement was set at $2.00 per stapled
security, representing a discount of 8.5% to the closing price of Stride’s
stapled securities on NZX on 24 November 2021 of $2.185
(ex-dividend) and 7.6% discount to the five day volume weighted average
price (VWAP) up to and including 24 November 2021 of $2.164
(ex-dividend). The Placement was successfully completed on 26 November
2021, and received strong demand at the fixed price of $2.00 per stapled
security, resulting in Stride increasing the size of the Placement from
$100 million to $110 million. As a result of the Placement, Stride introduced
new institutional shareholders to its share register.
Stride issued 55,000,000 stapled securities under the Placement, which
were allotted on 1 December 2021. The new stapled securities issued under
the Placement rank equally with all other existing stapled securities of Stride.
Directors Tim Storey and Ross Buckley participated in the Placement.
The stapled securities issued under the Placement were equal to
approximately 11.6% of the issued capital of Stride immediately prior to
the Placement. The stapled securities issued under the Offer (including the
Placement and the Retail Offer) diluted shareholders who did not participate
in the Offer by approximately 12.4%.
All the stapled securities issued under the Placement were
issued under NZX Listing Rule 4.5.1, as modified by a waiver
granted to Stride from NZX Listing Rule 4.5.1 dated
25 November 2021 (the NZX Waiver). 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.
The NZX Waiver allowed Stride to undertake a placement of up
to 15% of Stride’s stapled securities without requiring approval
by ordinary resolution in accordance with NZX Listing Rule 4.1.1
and Listing Rule 4.2.1. Stride required the NZX Waiver because
its previous equity capital raise (completed in November and
December 2020) was within the relevant 12 month period
under NZX Listing Rule 4.5.1 by a few days.
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 55,000,000 shares in SPL under the Placement,
SPL’s capacity to issue shares under NZX Listing Rule 4.5.1
up to the limit permitted by the rule will be refreshed by
55,000,000 shares.
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
2021. 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 2021.
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 2022 if required.
Stride Property GroupNotice of Annual Shareholder Meetings 20223Stride Property GroupNotice of Annual Shareholder Meetings 20222
Explanatory
Notes
Resolution 3 - Ratification of previous issue of
shares under a retail offer
As part of the Offer, and as described under Resolution 2,
Stride sought to raise $20 million under the Retail Offer. Eligible
shareholders were invited to subscribe for up to $50,000 of
shares at the offer price. The offer price was stated to be the
lower of the Placement price ($2.00 per stapled security) and
a 2.5% discount to the volume weighted average market price
(VWAP) of stapled securities over the five trading days prior to
and including the closing date of the Retail Offer. The final price
for stapled securities under the Retail Offer was $2.00 per
share, being the Placement price.
Under NZX Listing Rule 4.3.1, issuers are permitted to issue
shares to existing holders under a share purchase plan, where
the consideration payable for the shares does not exceed
$15,000 per registered holder. In order to ensure as many
existing shareholders as possible could participate in the Offer
and retain their pro rata interest in Stride, Stride elected to
increase the value of stapled securities that could be applied
for under the Retail Offer by eligible shareholders to $50,000
per holder. The first $15,000 of stapled securities issued to
applicants were issued in accordance with NZX Listing Rule
4.3.1 (Share Purchase Plans), while all stapled securities issued
to applicants over this threshold were issued in accordance with
NZX Listing Rule 4.5.1 (Placements).
As noted previously, the Retail Offer closed on 10 December
2021, and was oversubscribed. Stride elected to accept all
additional applications to increase the total amount accepted
under the Retail Offer from $20 million to $23.9 million.
Based on the value of stapled securities applied for by
shareholders under the Retail Offer, 7,465,900 stapled
securities (to a value of $14,931,800) were issued in
accordance with NZX Listing Rule 4.3.1, with 4,487,760
stapled securities (to a value of $8,975,520) issued in
accordance with NZX Listing Rule 4.5.1. The new stapled
securities issued under the Retail Offer rank equally with all
other existing stapled securities of Stride. Former director John
Harvey participated in the Retail Offer.
The stapled securities issued under the Placement, together
with the 4,487,760 shares issued under NZX Listing Rule 4.5.1
as part of the Retail Offer, were equal to approximately 12.6%
of the issued capital of Stride as at 25 November 2021, being
the date of the announcement of the Offer.
Resolution 3 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 3, and thereby
ratify the issue of 4,487,760 shares under the Retail Offer,
SPL’s capacity to issue shares under NZX Listing Rule 4.5.1
up to the limit permitted by the rule will be refreshed by
4,487,760 shares.
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 16 December
2021. Failure to pass Resolution 3 will not affect the validity
of the shares issued under the Retail Offer 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
16 December 2021.
The Board unanimously recommends that shareholders vote in
favour of Resolution 3, as it will provide Stride with flexibility to
raise money through the issue of further shares prior to
16 December 2022 if required.
Explanatory
Notes
Stride Investment
Management Limited
(SIML)
Resolution 1 - Auditor’s Remuneration
PwC is the existing auditor of SIML and has indicated its willingness to
continue as auditor. Pursuant to section 207T of the Companies Act 1993,
PwC is automatically re-appointed at the Annual Shareholder Meeting as
auditor of 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 PwC as SIML’s auditor.
The Board unanimously recommends that shareholders vote in favour of
Resolution 1.
Resolution 2 – Re-election of Director Tim Storey
Director Tim Storey was last elected to the Board at the 2019 Annual
Shareholder Meeting and accordingly is required to stand for reappointment
in 2022, being the third annual meeting following his appointment. Tim
therefore retires in accordance with NZX Listing Rule 2.7.1 and offers
himself for re-election.
The SIML Board has determined that Tim will be an independent
non-executive Director for the purposes of the NZX Listing Rules, if elected.
If elected as a Director of SIML, Tim will automatically be appointed as a
Director of SPL, pursuant to clause 22.4 of the SPL constitution.
Tim has indicated that, if re-elected, he intends to retire from the Boards as
Chair and Director during his three year term (commencing on re-election),
as part of the ongoing Board refresh. This is consistent with previous
statements by Stride. If Tim is re-elected as a Director, the Board will begin
the process of seeking a replacement for Tim and will provide a further
update to shareholders as this process proceeds.
The Board unanimously supports the re-election of Tim Storey as a
Director of SIML and recommends that shareholders vote in favour of
Resolution 2.
Tim Storey
Independent Director and Chair of the Board (LLB, BA)
Tim was appointed Chair of Stride in 2009. He has more than
30 years’ experience across a range of sectors and has practiced
as a lawyer in New Zealand and Australia, retiring from the Bell
Gully partnership in 2006. Tim is a member of the Institute of
Directors in New Zealand (Inc) and is Chair of LawFinance Limited
(ASX listed), a Director of Investore Property Limited, and Director
of a number of private companies.
Stride Property GroupNotice of Annual Shareholder Meetings 20225Stride Property GroupNotice of Annual Shareholder Meetings 20224
Resolution 3 – Re-election of Director
Jacqueline Cheyne
Director Jacqueline Cheyne was elected to the Board at the
2019 Annual Shareholder Meeting and accordingly is required
to stand for reappointment in 2022, being the third annual
meeting following her appointment. Jacqueline therefore retires
in accordance with NZX Listing Rule 2.7.1 and offers herself for
re-election.
The SIML Board has determined that Jacqueline will be an
independent non-executive Director for the purposes of the
NZX Listing Rules, if elected. If elected as a Director of SIML,
Jacqueline 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 Jacqueline
Cheyne as a Director of SIML and recommends that
shareholders vote in favour of Resolution 3.
Jacqueline Cheyne
Independent Director and Chair of the Sustainability
Committee
(BAcc, FCA, CMInstD)
Jacqueline has 25 years of experience in financial
audit and advisory services, including 11 years as a
partner at Deloitte in audit and assurance. Jacqueline
led the Corporate Responsibility and Sustainability
services function for Deloitte New Zealand for nine
years. Jacqueline is currently a Member of the External
Reporting Board, a member of the Audit Oversight
Committee of the Financial Markets Authority, Chair of
Snow Sports NZ, and a Director of New Zealand Green
Investment Finance Limited and PaySauce Limited.
Resolution 4 – 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 relation to the Offer of
stapled securities under the Placement.
SIML also issued 55,000,000 fully paid ordinary shares under
the Placement on 1 December 2021 to institutional investors
and other investors who were invited to participate in the
Placement at the fixed price of $2.00 per stapled security
(comprising one ordinary share in SPL and one ordinary share
in SIML).
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
4, and thereby ratify the issue of 55,000,000 shares under the
Placement, SIML’s capacity to issue shares under NZX Listing
Rule 4.5.1 up to the limit permitted by the rule will be refreshed
by 55,000,000 shares.
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 2021.
The Board notes that SIML has no current intention to
undertake a further capital raise. Failure to pass Resolution
4 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 2021.
The Board unanimously recommends that shareholders vote
in favour of Resolution 4, as it will provide Stride with flexibility
to raise money through the issue of further shares prior to
1 December 2022 if required.
No nominations for appointment to the SIML Board were received by SIML by 9 May 2022, being the closing date for such nomination
as advised to the market pursuant to NZX Listing Rule 2.3.2. Accordingly, no other person is eligible to be elected as a Director at the
SIML Annual Shareholder Meeting.
Explanatory
Notes
Resolution 5 – Ratification of previous issue of
shares under a retail offer
The explanatory notes for Resolution 3 for Stride Property
Limited also apply to this resolution in relation to the Offer of
stapled securities under the Retail Offer.
On 16 December 2021, SIML also issued 7,465,900 stapled
securities (to a value of $14,931,800) in accordance with NZX
Listing Rule 4.3.1, and 4,487,760 stapled securities (to a value
of $8,975,520) in accordance with NZX Listing Rule 4.5.1, to
eligible shareholders under the Retail Offer at the fixed price of
$2.00 per stapled security.
Resolution 5 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 4,487,760 shares under the Retail Offer,
SIML’s capacity to issue shares under NZX Listing Rule 4.5.1
up to the limit permitted by the rule will be refreshed by
4,487,760 shares.
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 16 December
2021. Failure to pass Resolution 5 will not affect the validity
of the shares issued under the Retail Offer 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
16 December 2021.
The Board unanimously recommends that shareholders vote in
favour of Resolution 5, as it will provide Stride with flexibility to
raise money through the issue of further shares prior to
16 December 2022 if required.
Stride Property GroupNotice of Annual Shareholder Meetings 20227Stride Property GroupNotice of Annual Shareholder Meetings 20226
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 1 July 2022.
Voting Restrictions
SPL – Resolution 2
SIML – Resolution 4
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 4 for SIML. This will include
Directors Tim Storey and Ross Buckley, 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”.
SPL – Resolution 3
SIML – Resolution 5
In accordance with Listing Rule 6.3.1, SPL and SIML will
disregard any votes cast by any shareholder who acquired
more than $15,000 of shares under the Retail Offer (and their
respective Associated Persons (as defined in the Listing Rules))
in favour of Resolution 3 for SPL and Resolution 5 for SIML.
All shares issued above the $15,000 threshold were issued
under Listing Rule 4.5.1 and voting restrictions, in respect of
Resolution 3 (SPL) and Resolution 5 (SIML), apply to persons
acquiring shares issued under this rule.
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 Monday 4 July 2022.
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 92119, 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, SPL Resolution 3, SIML Resolution 4 or SIML Resolution
5 (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. This
includes Directors Tim Storey and Ross Buckley in relation
to SPL Resolution 2 and SIML Resolution 4. 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 a
motion 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 GroupNotice of Annual Shareholder Meetings 2022Notice of Annual Shareholder Meetings 202289
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
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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 1 July 2022. 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 Resolutions 1 - 3 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 4 for SIML. This will include Directors Tim Storey and Ross Buckley 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 Listing Rule 6.3.1, SPL and SIML will disregard any votes cast by any
shareholder who acquired more than $15,000 of shares under the retail offer (and their
respective Associated Persons (as defined in the NZX Listing Rules)) in favour of Resolution 3
for SPL and Resolution 5 for SIML.
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 Monday, 4 July 2022.
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 2022 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 Wednesday, 6 July 2022 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 Resolutions 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 PwC 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 55,000,000 fully paid ordinary shares in Stride
Property Limited to investors at an issue price of $2.00 per stapled security (comprising one share in
Stride Property Limited and one share in Stride Investment Management Limited) on 1 December 2021
be approved and ratified for all purposes, including NZX Listing Rule 4.5.1(c).
Resolution 3 - Ratification of previous issue of shares under a retail offer
That the previous issue under NZX Listing Rule 4.5.1 of 4,487,760 fully paid ordinary shares in
Stride Property Limited to eligible shareholders under the Retail Offer at an issue price of $2.00 per
stapled security (comprising one share in Stride Property Limited and one share in Stride Investment
Management Limited) on 16 December 2021 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 PwC as auditor of Stride Investment
Management Limited for the ensuing year.
Resolution 2 – Re-election of Director Tim Storey
That Tim Storey be re-elected as a Director of Stride Investment Management Limited.
Resolution 3 – Re-election of Director Jacqueline Cheyne
That Jacqueline Cheyne be re-elected as a Director of Stride Investment Management Limited.
Resolution 4 – Ratification of previous issue of shares under a placement
That the previous issue under NZX Listing Rule 4.5.1 of 55,000,000 fully paid ordinary shares in Stride
Investment Management Limited to investors at an issue price of $2.00 per stapled security (comprising
one share in Stride Property Limited and one share in Stride Investment Management Limited) on
1 December 2021 be approved and ratified for all purposes, including NZX Listing Rule 4.5.1(c).
Resolution 5 – Ratification of previous issue of shares under a retail offer
That the previous issue under NZX Listing Rule 4.5.1 of 4,487,760 fully paid ordinary shares in Stride
Investment Management Limited to eligible shareholders under the Retail Offer at an issue price of
$2.00 per stapled security (comprising one share in Stride Property Limited and one share in Stride
Investment Management Limited) on 16 December 2021 be approved and ratified for all purposes,
including NZX Listing Rule 4.5.1(c).
ATTENDANCE SLIP
2022 Annual Shareholder Meetings of Stride Property
Limite
d and Stride Investment Management Limited to be
held at The Boulevard Room, Sofitel Auckland, 21
Viaduct Harbour A
venue, Auckland, New Zealand on
We dnesday, 6 July 2022 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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