Notice of Annual Shareholder Meeting

IMMEDIATE – 26 May 2023

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Notice of Annual
Shareholder Meeting
2023

A. CHAIR’S ADDRESS
B. MANAGER’S ADDRESS
C. ANNUAL REPORT AND FINANCIAL STATEMENTS
To receive and consider the Annual Report and audited financial
statements of Investore Property Limited for the year ended
31 March 2023.
D. ORDINARY RESOLUTIONS
To consider and, if thought fit, pass the following ordinary
resolutions:
Resolution 1 – Auditor’s Remuneration: That the Directors
be authorised to fix the remuneration of PwC as auditor of
Investore Property Limited for the ensuing year.
Resolution 2 – Re-election of Director Adrian Walker:
That Adrian Walker be re-elected as a Director of Investore
Property Limited.
Resolution 3 – Directors’ Remuneration: That, in
accordance with NZX Listing Rule 2.11.1, the amount payable
to any person who from time to time holds office as a Director
of Investore Property Limited be increased as set out in Table
1 contained in the Explanatory Notes to the Notice of Meeting
dated 26 May 2023, with effect from 1 July 2023.
E. GENERAL BUSINESS
To consider such other business as may be lawfully raised
at the meeting.
By order of the Board
Louise Hill, Company Secretary
26 May 2023
Business
This Notice of Meeting is an important document and requires
your attention. It should be read in its entirety. It has been
prepared to advise you of the forthcoming Annual Meeting
of Shareholders of Investore Property Limited (Investore)
and to assist you in understanding the resolutions to be put
to shareholders for consideration at the Annual Meeting
of Shareholders. The Directors encourage you to read this
Notice of Meeting and exercise your right to vote. If you do
not understand any part of this document or are in doubt as
to how to deal with it, you should consult your broker or other
professional adviser as soon as possible. Please also feel free
to call Investore’s Share Registrar on +64 9 488 8700 if you
have any queries.
Investore Property Limited
Notice of Annual Shareholder Meeting 2023
Date of meeting: 28 June 2023
Time: 10.30am
Location: The Rangitoto Room
Mövenpick Hotel
8 Customs Street East
Auckland 1010
Investore Property Limited Notice of Annual Shareholder Meeting 20231

Resolution 1 – Auditor’s Remuneration
PwC is the existing auditor of Investore Property Limited
(Investore) and has indicated its willingness to continue as
auditor. Pursuant to section 207T of the Companies Act
1993, PwC is automatically re-appointed at the Annual
Shareholder Meeting as auditor of Investore.
Section 207S(a) of the Companies Act 1993 provides
that the auditor’s fees and expenses must be fixed, either
by Investore at the Annual Shareholder Meeting or in the
manner that Investore determines at the Annual Shareholder
Meeting. The proposed resolution, if passed by shareholders,
would authorise the Board, consistent with commercial
practice, to fix the remuneration of PwC as Investore’s auditor.
The Board unanimously recommends that shareholders
vote in favour of Resolution 1.
Resolution 3 – Directors’ Remuneration
The Board’s policy is to review Directors’ remuneration
every two years, and the last time remuneration was
reviewed was in 2021. Accordingly, in accordance with
NZX Listing Rule 2.11.1, it is proposed that the amount
payable to any person who from time to time holds office
as a Director of Investore be increased as per Table 1 in
this Notice of Meeting. If approved, the new remuneration
will take effect from 1 July 2023.
In setting fees, the Board has regard to benchmarking
data of entities similar in size to Investore, Investore’s
Director workloads and responsibilities, and the company’s
performance. The Board engaged Ernst & Young to
provide an independent report on Investore’s current
Directors’ remuneration, utilising its database of directors’
remuneration in New Zealand. The purpose of the report was
to benchmark the remuneration paid to Investore’s Directors
against an industry peer group of NZX-listed companies
selected on the basis of comparable market capitalisation.
A summary of the Ernst & Young report is available on the
Investore website (www.investoreproperty.co.nz), in the
Investor Centre. The report concluded that the fees currently
paid to the Investore Chair and the Investore Directors
are aligned to the 25th percentile of fees paid across the
comparator group, while the fee currently paid to the Audit
and Risk Committee Chair is positioned below the 25th
percentile of fees paid across the comparator group.
Following this benchmarking process, the Board proposes
an increase in Directors’ remuneration. The amount of the
increase is consistent with the recommendation of Ernst &
Young. The proposed increases would position the fees paid
to the Investore Chair and the Investore Directors at the 25th
percentile of the comparator group, with the fees paid to the
Chair of the Audit and Risk Committee positioned between
the 25th percentile and the median of the comparator
group. These increases would therefore result in the fees
paid to Directors remaining towards the bottom end of the
comparator group.
While conscious of the obligation to ensure Directors’
remuneration is set and managed in a manner which is
fair, flexible and transparent, the Directors believe that it is
important to have a fee structure which will assist Investore
in maintaining the skills and experience at Board level to
govern the business and enhance the long-term value of the
company for its investors.
Explanatory
Notes
The Board notes that the Directors’ fees do not include a
pool for additional work and accordingly, Directors receive
no additional remuneration for extra work undertaken in
relation to certain initiatives of Investore, such as the
on-market share buyback programme in 2022 which
involved additional attendances by the Directors.
Table 1: Proposed Director Fee Increase
Resolution 2 – Re-election of Director Adrian Walker
Director Adrian Walker was elected to the Board of Directors
of Investore at the 2020 Annual Shareholder Meeting and
accordingly is required to stand for reappointment in 2023,
being the third annual meeting following Adrian’s election as
a Director. Adrian therefore retires in accordance with NZX
Listing Rule 2.7.1 and offers himself for re-election. The
Board has determined that Adrian will be an independent
non-executive Director for the purposes of the NZX Listing
Rules, and will also be ‘Independent of the Manager’ under
Investore’s constitution, if re-elected.
The Board unanimously supports the re-election of Adrian
Walker as a Director of Investore and recommends that
shareholders vote in favour of Resolution 2.
Adrian Walker
Independent Director
Adrian is a very experienced commercial property executive,
with over 30 years’ experience in the property sector,
including 20 years as the General Manager of Property at
Woolworths NZ (owner of Countdown brand supermarkets).
Adrian brings to Investore a deep knowledge of the property
industry in New Zealand, as well as the supermarket sector,
a sector that makes up a significant portion of Investore’s
property portfolio. Adrian has a strong background in property,
financial planning and strategic management.
No nominations for persons for appointment to the Board
were received by 11 May 2023, being the closing date for
such nominations as advised to the market pursuant to NZX
Listing Rule 2.3.2, and subsequently no other person
is eligible to be elected as a Director at the Annual
Shareholder Meeting.
Current
Director
Fees per
annum
Proposed
Director
Fees per
annum
Amount of
Proposed
Increase
Chair$95,000$106,500
+$11,500
(+12.1%)
Non-
Executive
Directors (x4)
$50,000$53,250
+$3,250
(+6.5%)
Chair of Audit
and Risk
Committee
$8,000$13,000
+$5,000
(+62.5%)
If approved, it is proposed that the increase will take effect
from 1 July 2023.
No part of the proposed remuneration is payable through the
issue of equity securities or securities convertible into equity
securities.
Investore Property Limited Notice of Annual Shareholder Meeting 20232 Investore Property Limited Notice of Annual Shareholder Meeting 20233

Persons Entitled to Vote
Voting entitlements will be determined at 5.00 pm on
23 June 2023. Registered shareholders at that time
will be the only persons entitled to vote at the Annual
Shareholder Meeting and only the shares registered in those
shareholders’ names at that time may be voted at the Annual
Shareholder Meeting.
Voting Restrictions
Resolution 2
In accordance with clause 20.5(f) of Investore’s Constitution
and certain waivers granted by NZX Regulation to Investore
in respect of the NZX Listing Rules, Investore will disregard
any votes cast by Stride Property Limited (SPL) or its
“Associated Persons” (as defined in the NZX Listing Rules,
which will include directors appointed by Stride Investment
Management Limited (SIML)) on Resolution 2, other than:
• Any votes cast by any Director of SPL who holds
shares in Investore in their personal capacity as the
case may be; or
• Any votes cast by SPL or its Associated Persons as
proxy for a shareholder who is entitled to vote on
Resolution 2, where SPL or its Associated Persons
vote in accordance with that shareholder’s express
instructions to vote “For” or “Against” Resolution 2. SPL
and its Associated Persons may not vote as proxy for a
person who is entitled to vote on Resolution 2, where
such person gives the proxy holder ‘Proxy’s Discretion’.
Resolution 3
In accordance with the NZX Listing Rules, Investore will
disregard any votes cast in favour of Resolution 3 by any
Director and their ”Associated Persons” (as that term is
defined in the NZX Listing Rules) (which includes SPL as
an Associated Person of Directors Tim Storey and Ross
Buckley), other than where any such vote is cast by a
Director or their Associated Persons as proxy for a person
who is entitled to vote and does so in accordance with the
express directions on the Proxy Voting Form to vote “For”
or “Against” Resolution 3.
Procedural Notes
and Other Information
Proxies
A shareholder of Investore may attend and vote at the Annual
Shareholder Meeting or may appoint a proxy to attend and
vote on their behalf. A proxy need not be another shareholder
of Investore, and may be the Chair of the Meeting or any
Director of Investore.
If you wish to appoint a proxy, you should complete and
return the Proxy Voting Form enclosed with this
Notice of Meeting, or lodge your proxy online at
www.investorvote.co.nz (see below for further details).
Lodging your proxy online will require you to enter your
CSN Shareholder number and postcode/country of
residence and the secure access control number that is
located on the front of your Proxy Voting Form.
To be effective, the Proxy Voting Form must be received
by Investore’s share registrar or the online appointment
completed through InvestorVote, no later than 10.30am on
26 June 2023. Proxy Voting Forms must be returned to the
office of Investore’s share registrar, Computershare Investor
Services Limited, either by:
• Mail in the enclosed pre-paid envelope, addressed to:
Private Bag 92119, Auckland 1142;
• Fax to +64 9 488 8777; or
• Lodge your proxy appointment online at
www.investorvote.co.nz.
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 they see fit. If you wish to give your proxy discretion,
then you must mark the appropriate boxes on the Proxy
Voting Form. If you appoint the Chair or any other Director
as your proxy, and tick the “Proxy’s Discretion” box, the
Chair or Director, as applicable, intends to vote in favour
of the relevant resolution, subject to the voting restrictions
outlined in this notice.
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 shareholder whose vote will be disregarded on
Resolution 2 or Resolution 3, as outlined previously, is not
permitted to vote as a proxy for another person entitled to
vote on that resolution where such person gives the proxy
holder discretion on how to vote.
If shareholders intend to appoint a Director as their proxy and
mark the “Proxy’s Discretion” box, then:
• shareholders are advised to specify independent
Directors Mike Allen, Gráinne Troute or Adrian Walker as
their proxy, as any “Proxy’s Discretion” given to Directors
Tim Storey or Ross Buckley on Resolutions 2 and 3 will
be disregarded; and
• shareholders should be aware that none of the
Directors are entitled to vote on Resolution 3 and
accordingly any “Proxy’s Discretion” given to a Director
on Resolution 3 will be disregarded.
If a person is disqualified from voting (as outlined above),
but is appointed as a discretionary proxy, that person will
be ineligible to vote on motions from the floor (if any), as the
discretionary proxy will not be valid.
Joint Holders
Where two or more persons are registered as the holder of a
share, the vote of the person named first in the share register
and voting on the matter will be accepted to the exclusion of
the votes of the other joint holders.
Ordinary Resolutions
All resolutions will be passed if approved by ordinary
resolution at the Annual Shareholder Meeting. An ordinary
resolution means a resolution passed by a simple majority of
the votes of those shareholders entitled to vote and voting on
the resolution.
Investore Property Limited Notice of Annual Shareholder Meeting 20234 Investore Property Limited Notice of Annual Shareholder Meeting 20235

Investore
Property Limited
Level 12, 34 Shortland Street
Auckland 1010
PO Box 6320
Victoria Street West,
Auckland 1142, New Zealand
T +64 9 912 2690
W investoreproperty.co.nz

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Lodge your Proxy Voting Form
Proxy Voting Form
Online
www.investorvote.co.nz
By Mail
Computershare Investor Services Limited
Private Bag 92119, Auckland 1142, New Zealand
By Fax
+64 9 488 8787
The 2023 Annual Shareholder Meeting of Investore Property Limited (Investore) will be held on Wednesday, 28 June 2023,
at 10.30am in the Rangitoto Room, Mövenpick Hotel, 8 Customs Street East, Auckland, New Zealand.
For all enquiries contact
+64 9 488 8777
By Email
corporateactions@computershare.co.nz
Your secure access information
Control Number:
CSN/Shareholder Number:
PLEASE NOTE: You will need your CSN/Shareholder Number and postcode or country of residence (if outside
New Zealand) to securely access InvestorVote and then follow the prompts to appoint your proxy.
www.investorvote.co.nz
Lodge your proxy online, 24 hours a day, 7 days a week:
Smartphone?
Scan the QR code to vote now.
Voting - General
You are entitled to one vote for every fully paid share in Investore held at 5pm on
23 June 2023. It is intended that voting at the Annual Shareholder Meeting
(“Meeting”) will occur by way of poll.
Options on How to Vote
Option 1 - Attend the Meeting
If you propose to ATTEND the Meeting, please bring this Proxy Voting Form intact
to the Meeting, as the barcode will assist with your registration. If a representative
of a corporate security holder or proxy is to attend the Meeting, they may need to
provide evidence of your authorisation to act prior to admission.
Option 2 - Appoint a Proxy (refer to Steps 1 & 2 over the page or go to
www.investorvote.co.nz)
If you do not plan to attend the Meeting, you may appoint a proxy of your choice,
by either completing the form over the page or lodging your preferences online
at www. investorvote.co.nz. A proxy need not be a shareholder of Investore. If you
appoint a proxy, that person is entitled to attend the Meeting to represent your
interests and must be present for your vote to be counted. If you wish, you may
appoint the Chair of the Meeting, or any other Director as your proxy. To do this,
enter “the Chair” or the Director's name in the space allocated in Step 1 over
the page or online. If you appoint the Chair or any Director as your proxy, and you
mark the “Proxy's Discretion” box, you acknowledge that he/she may exercise
your proxy even if he/she has an interest in the outcome of the resolutions,
subject to the restrictions set out below. Should you wish to direct the proxy
how to vote, the boxes over the page should be completed for each Resolution
presented in Step 2 or you can lodge your proxy preferences online. If you return
your Proxy Voting Form without direction on any Resolution, your proxy will not be
permitted to vote.
Director Voting Preferences and Voting Restrictions
Directors Mike Allen, Gráinne Troute and Adrian Walker (being the Independent
Directors of Investore) intend to vote proxies given to them marked “Proxy's
Discretion” in favour of Resolutions 1 and 2. Directors appointed by Stride
Investment Management Limited intend to vote any proxies given to them
marked “Proxy's Discretion” in favour of Resolution 1, but are not permitted to
vote any undirected discretionary proxies in relation to Resolution 2. No Directors
are permitted to vote any undirected discretionary proxies in relation to
Resolution 3.
Signing Instruction for the Proxy Voting Form
Individual
Where a shareholder is an individual, this Proxy Voting Form must be signed by
the shareholder or his or her duly authorised attorney.
Joint Shareholding
In the case of joint shareholding, this Proxy Voting Form must be signed by each
of the joint shareholders (or their duly authorised attorney).
Companies
Where the shareholder is a company or corporate shareholder, this Proxy Voting
Form must be signed by a duly authorised officer or attorney.
Trusts
Where a shareholder is a trust, this Proxy Voting Form must be signed by at
least one trustee in accordance with the relevant trust deed (using rules for an
individual or a company, depending on whether the trustee is an individual or a
company).
Partnerships
Where a shareholder is a partnership, this Proxy Voting Form should be signed
by at least one partner in accordance with the rules governing the partnership
(using the rules for an individual or a company, depending upon whether the
partner is an individual or a company).
Power of Attorney
If this Proxy Voting Form has been signed under a power of attorney, a copy of the
power of attorney and a signed certicate of non-revocation of the power of attorney
must be produced with this Proxy Voting Form, unless it has already been noted by
Investore Property Limited or Computershare Investor Services Limited.
Body Corporate
A body corporate shareholder may appoint a representative on its behalf in the
same manner as if it were appointing a proxy, provided that the persons checking
the entitlement of people to attend the Meeting will waive any time limit for prior
notice in respect of a corporation in favour of a person who at the Meeting can
produce reasonable evidence of their authority to represent the corporation.
For your proxy to be effective it must be received by 10.30am on Monday, 26 June 2023.

Turn over to complete the Proxy Voting Form

Investore Property Limited’s 2023 Annual Shareholder
Meeting to be held on Wednesday 28 June 2023,
at 10.30am in the Rangitoto Room, Mövenpick Hotel,
8 Customs Street East, Auckland, New Zealand.
ATTENDANCE SLIP
Signature of Shareholder(s) This section must be completed.
Shareholder 1
or Sole Director/Directoror Director (if more than one)
Shareholder 2Shareholder 3
Contact Name Contact Daytime Telephone Date
hereby appoint
of
or failing that person
of
I/We being a shareholder/s of Investore Property Limited
as my/our proxy to act generally at the Meeting on my/our behalf and to vote in accordance with the following directions at Investore Property Limited’s
2023 Annual Shareholder Meeting to be held on Wednesday 28 June 2023, at 10.30am in the Rangitoto Room, Mövenpick Hotel, 8 Customs Street
East, Auckland, New Zealand and at any adjournment of that Meeting.
(name of proxy)
(name of proxy)
(address)
(address)
STEP 1: Appoint a Proxy to Vote on Your Behalf
STEP 2: Items of Business - Voting Instructions/Ballot Paper
Please note: If you mark the Abstain box for an item, you are directing your proxy not to vote on your behalf on a poll and your votes will not be counted in
computing the required majority.
For
Against
Abstain
Proxy’s
Discretion
Ordinary Resolutions
Resolution 1
That the Directors be authorised to fix the remuneration of PwC as auditor of Investore
Property Limited for the ensuing year.
Resolution 2
That Adrian Walker be re-elected as a Director of Investore Property Limited.
Resolution 3
That, in accordance with Listing Rule 2.11.1, the amount payable to any person who from
time to time holds office as a Director of Investore Property Limited be increased as set
out in Table 1 contained in the Explanatory Notes to the Notice of Meeting dated 26 May
2023, with effect from 1 July 2023.