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Notice of Annual Shareholder Meetings

AGM28 May 2023SPGReal Estate



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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

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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 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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