Notice of Annual Shareholder Meeting

IMMEDIATE – 24 May 2024

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Notice of Annual
Shareholder Meeting
2024

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 2024.
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 Gráinne Troute:
That Gráinne Troute be re-elected as a Director of Investore
Property Limited.
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
24 May 2024
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 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 2024
Date of meeting: 26 June 2024
Time: 10.30am
Location: The Boulevard Room
Sofitel Auckland
21 Viaduct Harbour Avenue
Auckland 1010
Investore Property Limited Notice of Annual Shareholder Meeting 20241

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 2 – Re-election of Director Gráinne Troute
Director Gráinne Troute was elected to the Board of
Directors of Investore at the 2018 Annual Shareholder
Meeting and re-elected to the Board at the 2021 Annual
Shareholder Meeting. Gráinne is required to stand for
reappointment in 2024, being the third annual meeting
following Gráinne’s re-election as a Director. Gráinne
therefore retires in accordance with NZX Listing Rule 2.7.1
and offers herself for re-election. The Board has determined
that Gráinne 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
Gráinne Troute as a Director of Investore and recommends
that shareholders vote in favour of Resolution 2.
Explanatory
Notes
No nominations for persons for appointment to the Board
were received by 9 May 2024, being the closing date for
such nominations as advised to the market pursuant to
NZX Listing Rule 2.3.2, and consequently no other person
is eligible to be elected as a Director at the Annual
Shareholder Meeting.
Gráinne Troute
Independent Director
Chair of the Audit and Risk Committee
Gráinne has over 30 years’ experience in listed and unlisted
organisations, in highly competitive and customer-focussed
sectors, including McDonald’s New Zealand and SKYCITY
Entertainment Group. Gráinne is currently a director of
Tourism Holdings Limited and Summerset Group Holdings
Limited, Chair of Montana Group and an independent board
member of Duncan Cotterill. Gráinne is also a member of
the NZX Corporate Governance Institute.
Persons Entitled to Vote
Voting entitlements will be determined at 5.00 pm on
21 June 2024. 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”.
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). You will need to enter your CSN
Shareholder number, postcode/country of residence and the
secure access control number that is located on the front of
your Proxy Voting Form to lodge your proxy online.
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
24 June 2024. Proxy Voting Forms must be returned to the
office of Investore’s share registrar, Computershare Investor
Services Limited, either by:
Procedural Notes
and Other Information
• Mail in the enclosed pre-paid envelope, addressed to:
Private Bag 92119
Victoria Street West, Auckland 1142;
• Fax to +64 9 488 8787; 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 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 SIML-appointed Directors Tim Storey or
Ross Buckley on Resolution 2 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 20242 Investore Property Limited Notice of Annual Shareholder Meeting 20243

Mitre 10 MEGA, BotanyMcDonalds Takanini, Auckland
Woolworths Waimakariri Junction
Investore Property Limited Notice of Annual Shareholder Meeting 20244 Investore Property Limited Notice of Annual Shareholder Meeting 20245

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 2024 Annual Shareholder Meeting of Investore Property Limited (Investore) will be held on Wednesday, 26 June 2024,
at 10.30am in the Boulevard Room, Sofitel Auckland, 21 Viaduct Harbour Avenue, 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
21 June 2024. 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 they may exercise your
proxy even if they have 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.
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 their 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, 24 June 2024.

Turn over to complete the Proxy Voting Form

Investore Property Limited’s 2024 Annual Shareholder
Meeting to be held on Wednesday 26 June 2024,
at 10.30am in the Boulevard Room, Sofitel Auckland,
21 Viaduct Harbour Avenue, 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
2024 Annual Shareholder Meeting to be held on Wednesday 26 June 2024, at 10.30am in the Boulevard Room, Sofitel Auckland, 21 Viaduct Harbour
Avenue, 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 Gráinne Troute be re-elected as a Director of Investore Property Limited.