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Notice of Annual Shareholder Meetings

AGM29 May 2024SPGReal Estate



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Notice of Annual Shareholder Meetings 2024
Stride Property Group

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 2024

Date of meetings: Wednesday, 3 July 2024

Time: 11.30am

Location: The Boulevard Room

Sofitel Auckland

21 Viaduct Harbour Avenue

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 2024.

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 – Re-election of Director Ross Buckley:

That Ross Buckley be re-elected as a Director of Stride

Investment Management Limited.

Resolution 3 – Re-election of Director Nick Jacobson:

That Nick Jacobson be re-elected as a Director of Stride

Investment Management Limited.

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

30 May 2024

Stride Property GroupStride Property Group

Notice of Annual Shareholder Meetings 2024Notice of Annual Shareholder Meetings 2024

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 – Re-election of Director Ross Buckley

Director Ross Buckley was elected to the Board at the 2021

Annual Shareholder Meeting and accordingly is required to

stand for reappointment in 2024, being the third annual meeting

following his appointment. Ross therefore retires in accordance

with NZX Listing Rule 2.7.1 and offers himself for re‑election.

The SIML Board has determined that Ross will be an

independent non‑executive Director for the purposes of

the NZX Listing Rules, if elected. If elected as a Director of

SIML, Ross 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

Ross Buckley as a Director of SIML and recommends

that shareholders vote in favour of Resolution 2.

Resolution 3 – Re-election of Director Nick Jacobson

Director Nick Jacobson wa s last elected to the Board at

the 2021 Annual Shareholder Meeting and accordingly

is required to stand for reappointment in 2024, being

the third annual meeting following his appointment.

Nick therefore retires in accordance with NZX Listing

Rule 2.7.1 and offers himself for re‑election.

The SIML Board has determined that Nick will be an

independent non‑executive Director for the purposes of

the NZX Listing Rules, if elected. If elected as a Director

of SIML, Nick 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

Nick Jacobson 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 13 May 2024,

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.

Ross Buckley

BBS, FCA, FCPA, CMInstD

Independent Director,

Chair of Audit and Risk Committee, Member

of Remuneration and Nomination Committee

Ross has a strong background in auditing and

management, with 27 years as a partner at the global

accounting and consulting firm KPMG, including nine

years as Executive Chairman of KPMG in New Zealand

and a member of KPMG’s Asia Pacific Board and KPMG’s

Global Council. During his career with KPMG he managed

the firm’s Audit, Risk and Tax practices, in addition to the

firm’s People, Performance and Culture function. Ross is a

director of ASB Bank Limited, Investore Property Limited,

and Chair of Service Foods NZ Limited. Ross also currently

chairs the National Board, is a National Council Member,

and Auckland Branch Committee Member of the Institute

of Directors of New Zealand. Ross is on the Council of

Massey University, and is the Chair of the Auditor Oversight

Committee of the Financial Markets Authority.

Nick Jacobson

LLB, BCom

Independent Director,

Member of Audit and Risk Committee

Nick has over 30 years’ experience with leading global

investment banks and global financial services companies,

specialising in real estate advisory and capital markets

across Australia, Europe, and Asia. Nick is currently

Managing Director at Wingate in Sydney, Australia,

responsible for investing in significant CRE private credit

transactions. Nick was previously Managing Director and

Head of Investment Banking Services at Goldman Sachs

Australia, and Chairman of Goldman Sachs’ Real Estate

Investment Banking division.

Stride Property GroupStride Property Group

Notice of Annual Shareholder Meetings 2024Notice of Annual Shareholder Meetings 2024

45

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

28 June 2024.

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 11.30 am on Monday

1 July 2024. 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; 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’s Discretion” box, the Chair or Director, as

applicable, intends to vote in favour of the relevant resolution.

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.

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 2024Notice of Annual Shareholder Meetings 2024

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

The 2024 Annual Shareholder Meetings of Stride Property Limited (SPL) and Stride Investment

Management Limited (SIML) will be held on Wednesday, 3 July 2024, at 11:30am in the Boulevard

Room, Sofitel Auckland, 21 Viaduct Harbour Avenue, Auckland, New Zealand.

Online

www.investorvote.co.nz

By Mail

Computershare Investor Services Limited

Private Bag 92119, Auckland 1142, 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 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 28 June 2024. 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

I

f 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 entitle

d 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 lodg

e 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. If you return your Proxy Voting Form without direction on any

R

esolution, your proxy will not be permitted to vote.

The Chair of the Meetings and the D

irectors intend to vote proxies marked “Proxy's Discretion”

in favour of Resolution 1 for SPL and Resolutions 1 - 3 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 11:30 am (NZST) on Monday, 1 July 2024.

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 2024 Annual Shareholder

Meetings of Stride Property Limited and Stride Investment Management Limited to be held in the Boulevard Room, Sofitel Auckland, 21 Viaduct

Harbour Avenue, Auckland, New Zealand, on Wednesday, 3 July 2024 at 11:30am 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 – Re-election of Director Ross Buckley

That Ross Buckley be re-elected as a Director of Stride Investment Management Limited.

Resolution 3 – Re-election of Director Nick Jacobson

That Nick Jacobson be re-elected as a Director of Stride Investment Management Limited.

ATTENDANCE SLIP

The 2024 Annual Shareholder Meetings of Stride Property

Limited and Stride Investment Management Limited will be held

on Wednesday, 3 July 2024, at 11:30am in the Boulevard Room,

Sofitel Auckland, 21 Viaduct Harbour Avenue,

Auckland, New Zealand.

Stride Property Limited

Stride Investment Management Limited

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