Notice of Annual Shareholder Meeting

IMMEDIATE – 14 August 2025

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Notice of Annual
Shareholder
Meeting 2025

Business
Date of Meetings:15 September 2025
Time:11.00am
Location:The Rangitoto Room
Mövenpick Hotel
8 Customs Street East
Auckland 1010
ACHAIR’S ADDRESS
BMANAGER’S ADDRESS
CANNUAL 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 2025.
DORDINARY 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 Mike Allen: That Mike Allen 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 14 August 2025, with effect from 1 October 2025.
EGENERAL BUSINESS
To consider such other business as may be lawfully raised at the meeting.
By order of the Board
Jennifer Whooley
Chief Financial Officer & Company Secretary
14 August 2025
Investore Property Limited
Notice of Annual Shareholder Meeting 2025
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 09 488 8777 if you have any queries.
Notice of Annual Shareholder Meeting 2025Notice of Annual Shareholder Meeting 2025Investore Property LimitedInvestore Property Limited
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Explanatory Notes
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 Mike Allen
Director Mike Allen was appointed independent Chair of the
Board of Directors of Investore in 2016 and re-elected to
the Board at the 2022 Annual Shareholder Meeting. Mike is
required to stand for reappointment in 2025, being the third
annual meeting following Mike’s re-election as a Director. Mike
therefore retires in accordance with NZX Listing Rule 2.7.1 and
offers himself for re-election.
The Investore Board has determined that Mike 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 elected.
The Board unanimously supports the re-election of Mike Allen
as a Director of Investore and recommends that shareholders
vote in favour of Resolution 2.
No nominations for persons for appointment to the Board were
received by 5 August 2025, 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.
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 2023. Accordingly, pursuant to 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 October 2025.
In setting fees, the Board has regard to benchmarking data of
entities of a relevant size and scope 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. The primary
criteria for selection was comparable market capitalisation,
assets and revenue.
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 fee currently
paid to the Investore Chair and the Audit and Risk Committee
Chair is positioned below the 25th percentile of the
comparator group and the fee paid to the Investore Directors
is below the 10th percentile of the 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, the Investore Directors and the Audit
and Risk Committee Chair to align to the 25th percentile of the
comparator group. These increases would 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.
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 strategic initiatives of Investore undertaken from
time to time when market conditions are conducive.
Table 1: Proposed Director Fee Increase
Current Director Fees
per annum
Proposed Director
Fees per annum
Amount of Proposed
Increase ($)
Amount of Proposed
Increase (%)
Chair
$106,500$116,000$9,5009%
Non-Executive Directors
(x4)
$53,250$66,000$12,75024%
Chair of Audit and Risk
Committee
$13,000$15,000$2,00015%
If approved, it is proposed that the increase will take effect from 1 October 2025. No part of the proposed remuneration is payable
through the issue of equity securities or securities convertible into equity securities.
Mike Allen
BCom, LLB, CMInstD
Independent Director
Chair of the Board
Mike is an independent Director of Investore and is the Chair of the Investore Board.
Mike has considerable governance experience and is currently a Director of Taumata
Plantations Limited and the Chair of Vincent Capital Advisory Board. Prior to his
governance career, he had an executive career in investment banking and general
management experience in New Zealand and the United Kingdom.
Notice of Annual Shareholder Meeting 2025Notice of Annual Shareholder Meeting 2025Investore Property LimitedInvestore Property Limited
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Procedural Notes and Other Information
Persons Entitled to Vote
Voting entitlements will be determined at 5.00 pm on
12 September 2025. 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.
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 11.00am on
13 September 2025. 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
Victoria Street West, 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
meeting 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 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 on that resolution. 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 SIML-appointed Directors Tim
Storey or Ross Buckley on Resolution 2 will be disregarded.
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.
NZX
NZX Regulation Limited (NZ RegCo) does not take any
responsibility for any statement contained within this Notice
of Meeting.
Notice of Annual Shareholder Meeting 2025Notice of Annual Shareholder Meeting 2025Investore Property LimitedInvestore Property Limited
67

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 2025 Annual Shareholder Meeting of Investore Property Limited (Investore) will be held on Monday, 15 September 2025,
at 11.00am in the Rangitoto Room, Mövenpick Hotel, 8 Customs Street East, Auckland 1010.
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
12 September 2025. 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. If you do not name a person as your proxy, but otherwise complete the
proxy form in full or your named proxy does not attend the Meeting, the Chair will
be appointed your proxy and will vote in accordance with your express direction
(subject to any voting prohibitions), and any discretion granted on how to vote
will be voted in favour of the relevant resolution. 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.
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 their duly authorised attorney.
Joint Shareholding
In the case of joint shareholding, this Proxy Voting Form should 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 11.00am on Saturday, 13 September 2025.

Turn over to complete the Proxy Voting Form

Investore Property Limited’s 2025 Annual Shareholder
Meeting to be held on Monday, 15 September 2025,
at 11.00am in the Rangitoto Room, Mövenpick Hotel,
8 Customs Street East, Auckland 1010.
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 2025
Annual Shareholder Meeting to be held on Monday, 15 September 2025, at 11.00am in the Rangitoto Room, Mövenpick Hotel, 8 Customs Street East,
Auckland 1010 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 Mike Allen be re-elected as a Director of Investore Property Limited.
Resolution 3
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
14 August 2025, with effect from 1 October 2025.