Notice of Annual Shareholder Meetings
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Stride Investment Management Limited
Stride Property Limited
Notice of Annual Shareholder
Meetings 2023
Business
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.
Stride Property Group
Notice of Annual Shareholder Meetings 2023
Date of meetings: Thursday, 29 June 2023
Time: 11.00am
Location: The Rangitoto Room
Mövenpick Hotel
8 Customs Street East
Auckland 1010
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 2023.
D. STRIDE PROPERTY LIMITED RESOLUTION
To consider and, if thought fit, pass the following ordinary
resolution:
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.
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 – Election of Director Tracey Jones:
That Tracey Jones be elected as a Director of Stride Investment
Management Limited.
Resolution 3 – Re-election of Director Michelle Tierney:
That Michelle Tierney be re-elected as a Director of Stride
Investment Management Limited.
Resolution 4 – Directors’ Remuneration: That, in accordance
with NZX Listing Rule 2.11.1, the amount payable to any person
who from time to time holds office as a Director of Stride
Investment Management Limited be increased as set out in
Table 1 contained in the Explanatory Notes to the Notice of
Meeting dated 29 May 2023, with effect from 1 July 2023.
F. GENERAL BUSINESS
To consider such other business as may be lawfully raised
at the meeting.
By order of the Board
Louise Hill, Company Secretary
29 May 2023
Stride Property GroupStride Property Group
Notice of Annual Shareholder Meetings 2023Notice of Annual Shareholder Meetings 2023
32
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.
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 – Election of Director Tracey Jones
Director Philip Ling retired from the Boards of Directors of
Stride Property Limited and Stride Investment Management
Limited on 11 April 2023, as had been indicated at the
2022 Annual Shareholder Meetings. Concurrently with Philip
Ling’s retirement, Director Tracey Jones was appointed by the
Board to fill a vacancy on 11 April 2023, and accordingly is
required to retire and stand for election at the 2023 Annual
Shareholder Meetings. Tracey therefore retires in accordance
with NZX Listing Rule 2.7.1 and offers herself for election.
The SIML Board has determined that Tracey will be an
independent non-executive Director for the purposes of
the NZX Listing Rules, if elected. If elected as a Director of
SIML, Tracey will automatically be appointed as a Director
of SPL, pursuant to clause 22.4 of the SPL constitution.
The Board unanimously supports the election of
Tracey Jones as a Director of SIML and recommends
that shareholders vote in favour of Resolution 2.
Resolution 3 – Re-election of
Director Michelle Tierney
Director Michelle Tierney was last elected to the Board at
the 2020 Annual Shareholder Meetings and accordingly
is required to stand for reappointment in 2023, being
the third annual meeting following her appointment.
Michelle therefore retires in accordance with NZX
Listing Rule 2.7.1 and offers herself for re-election.
The SIML Board has determined that Michelle will be an
independent non-executive Director for the purposes of
the NZX Listing Rules, if elected. If elected as a Director of
SIML, Michelle 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
Michelle Tierney as a Director of SIML and recommends
that shareholders vote in favour of Resolution 3.
No nominations for persons for appointment to the
SIML Board were received by SIML by 12 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 SIML Annual Shareholder Meeting.
Tracey Jones
BCom, CA, CMInstD
Independent Director,
Member of the Audit and Risk Committee and
Remuneration and Nomination Committee
Tracey has considerable experience in accounting and
finance, as well as funds management. Tracey worked
for 15 years with Tappenden Holdings Limited, including
as Chief Operating Officer and Chief Financial Officer,
managing a large investment portfolio including a
number of property interests.
Tracey moved into a governance career in 2016, and is
currently an independent director of Partners Life and
Punakaiki Fund Limited, as well as independent chair
of Nikko Asset Management New Zealand Limited and
director and chair of the audit and risk committee of
Harmoney Corp Limited.
Resolution 4 – Directors’ Remuneration
In accordance with NZX Listing Rule 2.11.1(b), it is proposed
that the amounts payable to any person who holds office
as a Director of SIML be increased as set out in Table 1
on page 6, with effect from 1 July 2023. The Stride policy
is to review Directors’ remuneration every two years, with
remuneration last being reviewed in 2021. At that time, SIML
elected to move away from a total director fee pool cap
and approved set fees based on the role of each Director.
Directors are collectively paid through a contribution from
both SIML and SPL. However, under waivers granted
by NZX Limited in 2020, there is no requirement for
Directors’ remuneration to be authorised by separate
resolutions of SPL and SIML, unless it is intended that
each entity have a separate pool from which Directors
are separately paid. This resolution is therefore being
proposed by SIML, consistent with the approach
adopted with voting on Director appointments.
In setting fees, the Board has regard to Director roles and
responsibilities, as well as benchmarking data of entities
similar in size and level of complexity to Stride. Since
2021 there have been considerable changes to the market
in which Stride operates, given regulatory obligations
regarding climate risk, and the increasing expectations
of investors, regulators and the market with respect to
environmental, social and governance (ESG) matters. This
continues to place increasing demands on Directors’ time
as well as imposing increasing risk and obligation.
Michelle Tierney
BA, MBA
Independent Director,
Member of the Audit and Risk Committee and Sustainability Committee
Michelle has more than 30 years’ experience in the property industry as a listed Non-
Executive Director, former Chief Operating Officer, senior corporate real estate and financial
services executive and leader with ASX50-200 and NZX50 organisations with a background
in funds management, real estate investment, property and asset management, general
management, transformation, strategy development and execution, and sustainability.
Michelle is currently also a Non-Executive Director of Growthpoint Properties Australia
and previously was Chief Operating Officer of ASX100 company Region Property Group
(formerly SCA Property Group) in Australia. She was previously the General Manager of
Business Development and Strategy for the National Australia Bank Global Institutional
Bank, Fund Manager of the $3.8b GPT Wholesale Shopping Centre Fund and Head of
Property and Asset Management and Executive Leadership Team member for ASX50
company The GPT Group. Michelle is also a member of the Australian Institute of Company
Directors and Women on Boards in Australia.
Stride Property GroupStride Property Group
Notice of Annual Shareholder Meetings 2023Notice of Annual Shareholder Meetings 2023
45
1. Aggregate fees are the combined annual Director fees for SPL and SIML.
2. The allowance for additional work and attendance is an aggregate sum available to the Boards to remunerate Directors for significant extra attendances and work. It is not
an amount payable per Director. The allowance for additional work and attendances has not been allocated to Directors for the past five financial years.
The SIML Board engaged Ernst & Young to provide an
independent report on current Directors’ remuneration,
comparing Stride to an industry peer group of NZX-listed
companies selected on the basis of scale of operations
and level of complexity to Stride. In this independent
report, Ernst & Young recommended an increase of the
Directors’ remuneration to the fee structure set out on
pages 4 and 5 of the summary report which is available
on the Stride website at www.strideproperty.co.nz.
Following this benchmarking exercise, the SIML Board
proposes an increase in Directors’ remuneration. The SIML
Board is conscious of its obligation to ensure Directors’ fees
are set and managed in a manner which is fair, flexible and
transparent. At the same time, the SIML Board seeks to
ensure that Directors’ fees are set at an appropriate level to
assist Stride to secure and retain the skills and experience at
Board level necessary to govern the business and enhance
the long term value of Stride for shareholders. Accordingly,
having had regard to the Ernst & Young report, the SIML
Board consider the proposed increases to the Directors’
remuneration set out in the table below to be appropriate.
The table below outlines the fee allocation proposed for the
Boards and Committees responsibilities. The amount of the
proposed increase in Director fees is consistent with the
recommendations received from Ernst & Young.
From within the allowance for additional work and
attendances, the Boards may determine the allocation of
all or part of the allowance to remunerate Directors for
significant extra attendances and work. The allowance
for additional work and attendances has not been
allocated to Directors for the past five financial years.
The NZX Listing Rules require that remuneration of
Directors be authorised by an ordinary resolution.
Voting restrictions apply to this resolution, which are
explained in more detail in the procedural notes.
If the proposed resolution is passed, 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.
Current
Aggregate
1
Director Fees
per annum
Proposed
Aggregate
1
Director Fees
per annum
Proposed
Increase
($)
Proposed
Increase
(%)
Chair$172,500$176,000+$3,500+2.0%
Non-executive Directors (x5)$97,500$99,000+$1,500+1.5%
Chair of the Audit and Risk
Committee
$13,500$15,000+$1,500+11.1%
Chair of the Sustainability
Committee
$7,500$10,000+$2,500+33.3%
Allowance for Additional Work and
Attendance
2
$144,500$144,500--
Table 1: Proposed Director Fee Increase:
Explanatory NotesProcedural 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 Monday
26 June 2023.
Voting Restrictions
SIML - Resolution 4
In accordance with the NZX Listing Rules, SIML will
disregard any votes cast in favour of Resolution 4 by any
Director and their “Associated Persons” (as that term is
defined in the NZX Listing Rules), other than where any
such vote is cast by a Director or their Associated Persons
as proxy for a person who is entitled to vote and does so
in accordance with the express directions on the Proxy
Voting Form to vote “For” or “Against” Resolution 4.
Proxies
A shareholder of SPL or SIML is entitled to attend and
vote at the Annual Shareholder Meetings and is entitled
to appoint a proxy to attend and vote on their behalf. A
proxy need not be another shareholder of SPL or SIML,
and may be the Chair of the Meetings or any Director of
SPL and SIML. If you wish to appoint a proxy, you should
complete and return the Proxy Voting Form enclosed with
this Notice of Meetings, or lodge your proxy online at
www.investorvote.co.nz (see below for further details).
Lodging your proxy online will require you to enter your
CSN Shareholder number and postcode/country of
residence and the secure access control number that
is located on the front of your Proxy Voting Form.
To be effective, the Proxy Voting Form must be received by
Stride’s share registrar, or the online appointment completed
through InvestorVote, no later than 11.00 am on Tuesday
27 June 2023. Proxy Voting Forms must be returned to the
office of Stride’s share registrar, Computershare Investor
Services Limited, either by:
• Mail in the enclosed pre-paid envelope, addressed
to Private Bag 92 119, Auckland 1142;
• Fax to +64 9 488 8787; or
• Lodge your proxy appointment online at
www.investorvote.co.nz.
A corporate shareholder may appoint a person to attend the
meetings as its representative in the same manner as it may
appoint a proxy.
If you appoint a proxy, you may either direct your proxy how
to vote for you, or you may give your proxy discretion to
vote as 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 noted.
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 SIML
Resolution 4 (as outlined) is not permitted to vote as a proxy
for another person entitled to vote on that resolution where
such person gives the proxy holder discretion on how to vote.
Shareholders should be aware that none of the Directors are
entitled to vote on SIML Resolution 4 and accordingly any
“Proxy’s Discretion” given to a Director on SIML Resolution 4
will be disregarded.
If a person is disqualified from voting, but is appointed as a
discretionary proxy, that person will be ineligible to vote on
motions from the floor (if any), as the discretionary proxy will
not be valid.
Joint Holders
Where two or more persons are registered as the holder of a
share, the vote of the person named first in the share register
and voting on the matter will be accepted to the exclusion of
the votes of the other joint holders.
Ordinary Resolutions
All resolutions will be passed if approved by ordinary
resolution at the Annual Shareholder Meetings. An ordinary
resolution means a resolution passed by a simple majority of
the votes of those shareholders entitled to vote and voting on
the resolution.
Stride Property GroupStride Property Group
Notice of Annual Shareholder Meetings 2023Notice of Annual Shareholder Meetings 2023
67
Stride Property
Group
Level 12, 34 Shortland Street
Auckland 1010
PO Box 6320
Victoria Street West,
Auckland 1142, New Zealand
T +64 9 912 2690
W strideproperty.co.nz
---
Lodge your Proxy Voting Form
Stride Property Limited
Stride Investment Management Limited
Proxy Voting Form
Online
www.investorvote.co.nz
By Mail
Computershare Investor Services Limited
Private Bag 92119, Auckland 1142, New Zealand
By Fax
+64 9 488 8787
For all enquiries contact
+64 9 488 8777
By Email
corporateactions@computershare.co.nz
Your secure access information
Control Number:
CSN/Shareholder Number:
PLEASE NOTE: You will need your CSN/Shareholder Number and post code or country of residence (if outside New Zealand)
to securely access InvestorVote and then follow the prompts to appoint your proxy.
www.investorvote.co.nz
Lodge your proxy online, 24 hours a day, 7 days a week:
Smartphone?
Scan the QR code to vote now.
Voting - General
You are entitled to one vote at the Stride Property Limited (SPL) meeting and one vote at
the Stride Investment Management Limited (SIML) meeting for every fully paid share in SPL
or SIML (respectively) held at 5pm on 26 June 2023. 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 they may exercise your proxy even if they have 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
they think fit on your behalf (subject to the restrictions below). If you return your Proxy Voting
Form without direction on any Resolution, your proxy will not be permitted to vote.
The Chair of the Meetings and the Directors intend to vote proxies marked “Proxy's Discretion”
in favour of Resolution 1 for SPL and Resolutions 1 - 3 for SIML.
In accordance with the NZX Listing Rules, SIML will disregard any votes cast in favour of
Resolution 4 by any Director and their “Associated Persons” (as that term is defined in the NZX
Listing Rules), other than where any such vote is cast by a Director or their Associated Persons
as proxy for a person who is entitled to vote and does so in accordance with the express
directions on the Proxy Voting Form to vote “For” or “Against” Resolution 4.
Signing Instructions for the Proxy Voting Form
Individual
Where a shareholder is an individual, this Proxy Voting Form must be signed by the
shareholder or his or her duly authorised attorney.
Joint Shareholding
In the case of joint shareholding, this Proxy Voting Form must be signed by each of the joint
shareholders (or their duly authorised attorney).
Companies
Where the shareholder is a company or corporate shareholder, this Proxy Voting Form must
be signed by a duly authorised officer or attorney.
Trusts
Where a shareholder is a trust, this Proxy Voting Form must be signed by at least one trustee
in accordance with the relevant trust deed (using the rules for an individual or a company,
depending on whether the trustee is an individual or a company).
Partnerships
Where a shareholder is a partnership, this Proxy Voting Form should be signed by at least
one partner in accordance with the rules governing the partnership (using the rules for
an individual or a company, depending upon whether the partner is an individual or a
company).
Power of Attorney
If this Proxy Voting Form has been signed under a power of attorney, a copy of the power
of attorney and a signed certificate of non-revocation of the power of attorney must be
produced with this Proxy Voting Form, unless it has already been noted by SPL, SIML or
Computershare Investor Services Limited.
Body Corporate
A body corporate shareholder may appoint a representative on its behalf in the same
manner as if it were appointing a proxy, provided that the Chair of the Meetings, the Board,
or the persons checking the entitlement of people attending the Meetings will waive
any time limit for prior notice in respect of a corporation in favour of a person who at the
Meetings can produce reasonable evidence of their authority to represent the corporation.
For your proxy to be effective, it must be received by 11:00 am (NZST) on Tuesday, 27 June 2023.
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 2023 Annual Shareholder
Meetings of Stride Property Limited and Stride Investment Management Limited to be held in The Rangitoto Room, Mövenpick Hotel, 8 Customs
Street East, Auckland, New Zealand, on Thursday, 29 June 2023 at 11.00am and at any adjournment of the Meetings.
(name of proxy)
(name of proxy)
(address)
(address)
STEP 1: Appoint a Proxy to Vote on Your Behalf
STEP 2: Items of Business - Voting Instructions/Ballot Paper
Please note: If you mark the Abstain box for an item, you are directing your proxy not to vote on your behalf on a poll and your votes will not be counted in
computing the required majority.
For
Against
Abstain
Proxy’s
Discretion
For
Against
Abstain
Proxy’s
Discretion
Ordinary Resolution for Stride Property Limited
Ordinary Resolutions for Stride Investment Management Limited
Resolution 1 - Auditor’s Remuneration
That the Directors be authorised to fix the remuneration of PwC as auditor of Stride Property Limited for
the ensuing year.
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 – Election of Director Tracey Jones
That Tracey Jones be elected as a Director of Stride Investment Management Limited.
Resolution 3 – Re-election of Director Michelle Tierney
That Michelle Tierney be re-elected as a Director of Stride Investment Management Limited.
Resolution 4 – Directors’ Remuneration
That, in accordance with NZX Listing Rule 2.11.1, the amount payable to any person who from time to
time holds office as a Director of Stride Investment Management Limited be increased as set out in
Table 1 contained in the Explanatory Notes to the Notice of Meeting dated 29 May 2023, with effect
from 1 July 2023.
ATTENDANCE SLIP
2023 Annual Shareholder Meetings of Stride Property
Limited and Stride Investment Management Limited to
be held in The Rangitoto Room, Mövenpick Hotel,
8 Customs Street East, Auckland, New Zealand on
Thursday, 29 June 2023 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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