Strategic Growth Initiatives

IMMEDIATE – 8 SEPTEMBER 2025

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Product
Disclosure
Statement
FOR AN OFFER OF SUBORDINATED
CONVERTIBLE NOTES
Issued by Investore Property Limited
8 September 2025
This document gives you important information about
this investment to help you decide whether you want
to invest. There is other useful information about
this offer on www.companiesoffice.govt.nz/disclose, offer
number OFR13984.
Investore Property Limited has prepared this document in
accordance with the Financial Markets Conduct Act 2013. You
can also seek advice from a financial adviser to help you to
make an investment decision.
Arranger & Joint Lead ManagerJoint Lead Manager

1. KEY INFORMATION SUMMARY
1.1 WHAT IS THIS?
This is an offer (Offer) of subordinated convertible notes (Notes). The Notes are debt securities issued by Investore Property
Limited (Investore or Issuer). You give Investore money, and in return Investore promises to pay you interest and (subject to the
following paragraph) convert the Notes (Conversion) at the end of the term into ordinary shares of Investore (Shares). The Shares
will have a minimum value (as determined under the terms of the Notes and subject to rounding and variance between the Market
Price and the Share price on the Conversion Date) of approximately $1.02 for every $1.00 invested (and a potentially higher amount
depending on the Share price at the time of Conversion).
Rather than Converting Notes, Investore may elect to instead pay you a cash amount equivalent to the value of some or all of those
Shares as determined under the terms of the Notes (provided it meets the Payment Condition described below).
If your Notes are Converted, you may receive a return if dividends are paid on Shares or if you subsequently sell those Shares for
more than you paid for the Notes.
If Investore runs into financial trouble, you might lose some or all of the money you invested.
1.2 ABOUT INVESTORE GROUP
Investore and its subsidiary Investore Property (Carr Road) Limited make up the Investore Group. The Investore Group is an
established commercial property investor that has focused on Large Format Retail property
1
throughout New Zealand since
Investore's listing on the NZX Main Board in 2016.  The Investore Group is managed by Stride Investment Management Limited
(SIML), a specialist property manager. Investore is listed on the NZX Main Board with its Shares quoted under the ticker IPL and
its senior secured bonds quoted on the NZX Debt Market under the tickers IPL020 and IPL030. As at the date of this product
disclosure statement (
PDS), Investore has a market capitalisation of approximately $440 million.
1.3 PURPOSE OF THIS OFFER
The proceeds of this Offer (net of issue costs) are expected to be used to repay existing bank debt, providing Investore with
the flexibility and additional debt capacity to fund future acquisitions, including (subject to approval by Shareholders at a special
meeting targeted to be held on 20 October 2025), the purchase of the Silverdale Centre from Stride Property Limited, and for
general corporate purposes.
1.4 KEY TERMS OF THE OFFER
Issuer
Investore Property Limited.
Description of the Notes
Subordinated, unsecured convertible notes.
The Notes will Convert into ordinary shares in Investore, subject to a Cash Election by Investore as
described further below.
See section 5 of this PDS (Key features of the Notes) for more information.
Offer amount
Up to $62.5 million.
Structure of the Offer
The Offer consists of:
•The General Offer of up to $60 million, which is open to investors resident in New Zealand
and Australian Institutional Investors.
•The Shareholder Priority Offer of up to $2.5 million, which is open only to New Zealand
Shareholders and Australian Institutional Investors who, as at 5.00pm on 5 September 2025,
were recorded in Investore's share register as being a Shareholder (Eligible Shareholders).
If any amount of the General Offer and/or Shareholder Priority Offer is not taken up by the relevant
Closing Date, Investore may reallocate up to a corresponding amount to the Shareholder Priority
Offer and/or General Offer (respectively) at its absolute discretion.
Term
4 years with a Conversion Date of 26 September 2029.
Conversion Date
26 September 2029.
The Notes may Convert before the Conversion Date in some circumstances. See “Early
Conversion” as described further below.
1Large Format Retail is a term adopted by Investore to describe the nature of the property it invests in. The full definition is set out in section 14
of this PDS (Glossary).  Investore is proposing to broaden the scope of its investment policy to include convenience-based retail.  This is to be
considered by Shareholders at a special meeting targeted to be held on 20 October 2025.
Product Disclosure Statement - Investore Property Limited1

1. KEY INFORMATION SUMMARY (CONTINUED)
Conversion
On the Conversion Date, all outstanding Notes will be Converted into Shares, subject to the Cash
Election as described below.
The number of Shares to be issued following Conversion of each holding of Notes will be
determined by dividing their Principal Amount ($1.00 per Note) (together with any accrued and
Unpaid Interest (including any interest thereon) and less any taxes, withholdings or deductions) by
the Conversion Price, which is the lesser of:
1.the Conversion Price Cap of $1.56; and
2.a 2% discount to the Market Price (calculated as per the statement below).
The Market Price is determined based on the arithmetic average of the daily volume weighted
average price of Shares traded through the NZX Main Board in the 20 Business Days prior to
(but not including) the Conversion Announcement Date, as described in section 5 of this PDS (Key
features of the Notes).
See section 5.4 of this PDS (Conversion) for a table which illustrates the number of Shares to be
issued on Conversion and the value provided at a range of possible Share prices. The examples are
for illustrative purposes only, are not forward looking statements and do not indicate, guarantee or
forecast future Share prices.
Cash Election
Rather than Converting Notes, Investore may elect instead to pay a cash amount to Noteholders at
the end of the term. In this case, Noteholders would be paid an amount equal to the Market Price
(calculated as set out above) multiplied by the number of Shares that would have otherwise been
issued to them on Conversion of their Notes. This means Noteholders would receive an equivalent
value to those Shares (as determined under the terms of the Notes) and would similarly benefit
from any appreciation of the Share price to the extent the Market Price is above approximately
$1.592 (being the Conversion Price Cap of $1.56 adjusted for the effect of the 2% discount).
See section 5 of this PDS (Key features of the Notes) for further information.
If Investore elects to pay a cash amount in part, the partial Cash Election will be done on a
proportionate basis and may include adjustments to take account of the effect on marketable
parcels and other logistical considerations. Investore may only elect to pay the cash amount if it is
not insolvent and no event of default in respect of borrowed money is continuing (and Investore
would not become insolvent, and no such event of default would occur, as a result of making such
payment) (the Payment Condition). Investore will announce whether it intends to make a Cash
Election for any Notes via NZX on or before the Conversion Announcement Date, being the date
that is 5 Business Days before the Conversion Date.
Interest Rate
The Notes will pay a fixed rate of interest.
The Interest Rate for the Notes will be determined by Investore in conjunction with the Joint Lead
Managers following a bookbuild, and announced via NZX on or about the Rate Set Date.
Interest payments
Interest is scheduled to be paid quarterly in arrear in equal amounts on 26 March, 26 June, 26
September and 26 December each year (or if that day is not a Business Day, the next Business Day)
until and including the Conversion Date.
The first Interest Payment Date will be 26 December 2025 but as that date is not a Business Day,
the actual payment will be made on 29 December 2025 (being the next Business Day).
Interest payments may be suspended in certain circumstances as described below.
Interest suspension
Payments of interest on the Notes will be suspended if Investore does not meet the Payment
Condition (as described above) in respect of such interest.
Any suspended interest payment (Unpaid Interest) will accumulate and interest will accrue on it at
the Interest Rate (compounding on each Interest Payment Date) until paid.
Unpaid Interest is required to be paid within 5 Business Days after Investore meets the Payment
Condition. Any Unpaid Interest (including any interest thereon) will be added to the Principal
Amount on Conversion.
Distribution stopper
No dividend or other return will be made to Shareholders while any interest on the Notes
is suspended.
Product Disclosure Statement - Investore Property Limited2

1. KEY INFORMATION SUMMARY (CONTINUED)
Early Conversion
The Notes may Convert prior to the Conversion Date:
•after an Event of Default;
•at the Noteholder’s option after a Compulsory Acquisition Event; or
•at Investore’s option after a Tax Event,
as described in section 5 of this PDS (Key features of the Notes).
The Cash Election does not apply to any Conversion before the Conversion Date.
Further payments, fees
or charges
Taxes may be deducted from interest payments on the Notes. See section 7 of this PDS (Tax) for
further details.
The Offer is subject to certain selling restrictions and you will be required to indemnify certain
people if you breach these. More information on this can be found in section 8 of this PDS
(Selling restrictions).
You are not required to pay brokerage or any other fees or charges to Investore to purchase the
Notes or for Shares to be issued on Conversion of the Notes. However, you may have to pay
brokerage to the firm from whom you receive an allocation of Notes, for the transfer of Notes or,
after Conversion, for the sale of the Shares.
Opening Date for General
Offer and Shareholder
Priority Offer
16 September 2025.
General Offer Closing Date
11.00am on 19 September 2025.
Shareholder Priority Offer
Closing Date
5.00pm on 23 September 2025.
Minimum
application amount
For the General Offer, $5,000, and multiples of $1,000 thereafter.
For the Shareholder Priority Offer, $1,000, and multiples of $1,000 thereafter.
1.5 NO GUARANTEE
The Notes are not guaranteed by any member of the Investore Group or any other person. Investore as Issuer is solely responsible
for repaying, and paying interest on, the Notes.
1.6 HOW YOU CAN GET YOUR MONEY OUT EARLY
Neither you nor any other person has a right to redeem or Convert the Notes prior to the Conversion Date, except after an Event of
Default, (at the Noteholders’ option) after a Compulsory Acquisition Event or (at Investore’s option) after a Tax Event.  See section 5
of this PDS (Key features of the Notes) for further details.
Investore intends to quote these Notes on the NZX Debt Market.  This means you may be able to sell them on the NZX Debt Market
before the end of their term if there are interested buyers. If you sell your Notes, the price you get will vary depending on factors
such as the financial condition of the Investore Group and movements in market interest rates. You may receive less than the full
amount that you paid for them.
As the Notes are Convertible, changes in the Share price may also affect the price you get on a sale of your Notes. Investore intends
that Shares issued following any Conversion will be quoted on the NZX Main Board. This means you may be able to sell them on the
NZX Main Board after Conversion if there are interested buyers. You may get less than you invested in the Notes upon any sale of
your Shares. The price will depend on the demand for the Shares.
1.7
 HOW THE NOTES RANK FOR REPAYMENT
On a liquidation of Investore, each Note (before any Conversion) will be a subordinated obligation of Investore, ranking:
•behind all claims of all creditors of Investore (including bank borrowing, Secured Bonds, trade creditors and other liabilities),
except as described below;
•equally with other Notes, and other liabilities which are expressed to rank equally with the Notes; and
•ahead of Shareholders and other liabilities which are expressed to rank after the Notes.
Shares issued on Conversion will rank equally with all other Shares on issue and behind all other claims on Investore. Further
important information on the ranking of the Notes on the liquidation of Investore can be found in section 5 of this PDS (Key features
of the Notes).
Product Disclosure Statement - Investore Property Limited
3

1. KEY INFORMATION SUMMARY (CONTINUED)
1.8 NO SECURITY
The Notes are not secured against any assets of any member of the Investore Group or any other person.
1.9 KEY RISKS AFFECTING THIS INVESTMENT
Investments in debt securities have risks. A key risk is that Investore does not meet its commitments to repay you or pay you interest
(credit risk). Section 6 of this PDS (Risks of investing) discusses the main factors that give rise to the risk. You should consider if the
credit risk of these debt securities is suitable for you. The interest rate for these Notes should also reflect the degree of credit risk. In
general, higher returns are demanded by investors from businesses with higher risk of defaulting on their commitments. You need
to decide whether the Offer is fair.
Investore considers that the most significant risk factors are:
•Exposure to significant tenants: General Distributors Limited (which operates Woolworths branded supermarkets) and
Bunnings Limited are Investore’s most significant tenants, constituting approximately 59% and 21% (respectively) of
Investore’s Contract Rental as at the date of this PDS. If the performance of either materially decreases, or if either were to
default on its lease obligations, it could have a significant adverse effect on Investore’s operations and financial performance.
•Single class of property: Investore has been established to invest solely in Large Format Retail property in New Zealand.
Although Investore is proposing to amend its Management Agreement to include convenience-based retail within its
investment policy, Investore’s portfolio will remain, intentionally, undiversified and directly linked to the demand for, and
supply of, this type of property.
•Reliance on external funding and valuations: Investore's loan to value ratio of approximately 39.4%
1
is higher than some
other listed property companies, meaning it has a greater proportion of debt to property compared to those other companies.
This makes Investore more exposed to risks affecting its external funding and changes in the valuation of its portfolio could
affect compliance with external funding covenants.
•Natural disasters and regulation: Changes in regulation, as well as earthquakes and other natural disasters in the areas in
which Investore operates, may decrease demand for properties that Investore owns or increase costs to maintain, repair and
upgrade them. The costs of repairing damaged buildings, or seismically strengthening buildings, could be significant.
•Performance of external manager: Investore is reliant on the management of SIML. If SIML does not perform under the
terms of the Management Agreement, this could have a negative impact on the financial performance of Investore.
If these Notes Convert into Shares, these risks will change significantly. You should consider whether the degree of uncertainty
about the Investore Group's future performance and returns is suitable for you.
This summary does not cover all of the risks of investing in the Notes. You should also read section 6 of this PDS (Risks of investing)
and section 5 of this PDS (Key features of the Notes).
1.10 NO CREDIT RATING
Investore’s credit worthiness has not been assessed by an approved rating agency in connection with the Notes. This means that
Investore has not received an independent opinion of its capability and willingness to repay the Notes from an approved source.
1.11 WHERE YOU CAN FIND OTHER MARKET INFORMATION ABOUT INVESTORE
This is a short-form offer document that Investore is permitted to use because both these Notes and the Shares into which they
may Convert rank at least equally with Investore’s existing Shares which are traded on the NZX Main Board (NZX: IPL). Investore is
subject to a disclosure obligation that requires it to notify certain material information to the NZX for the purpose of that information
being made available to participants in the market. Investore’s page on the NZX website, which includes information made available
under the disclosure obligation referred to above, can be found at www.nzx.com/companies/IPL.
1
31 March 2025 loan to value ratio, pro forma for the acquisition of Bunnings New Lynn and the disposal of Woolworths Browns Bay.
Product Disclosure Statement - Investore Property Limited4

21 Fred Taylor Drive, Bunnings Westgate
CONTENTS
1.KEY INFORMATION SUMMARY1
LETTER FROM THE CHAIR6
2.KEY DATES AND OFFER PROCESS7
3.TERMS OF THE OFFER8
4.PURPOSE OF THE OFFER13
5.KEY FEATURES OF THE NOTES14
6.RISKS OF INVESTING20
7.TAX24
8.SELLING RESTRICTIONS25
9.WHO IS INVOLVED?26
10.HOW TO COMPLAIN27
11.WHERE YOU CAN FIND MORE INFORMATION28
12.HOW TO APPLY29
13.CONTACT INFORMATION30
14.GLOSSARY31
Product Disclosure Statement - Investore Property Limited5

LETTER FROM THE CHAIR
Dear Investor
On behalf of the Board of Directors, I am pleased to provide you with the opportunity to invest in subordinated convertible notes to
be issued by Investore (Notes).
Investore is New Zealand’s only NZX listed company with an investment strategy focused on Large Format Retail and, if approved
by shareholders at the special meeting to be held on 20 October 2025 (
Special Meeting), convenience-based retail. The Offer
provides an opportunity to gain exposure to a property portfolio that is underpinned by characteristics such as long lease terms,
high occupancy and nationally recognised tenants.
Key attributes of Investore’s portfolio are:
•43 properties with a total portfolio valuation of approximately $1.0 billion, underpinning an NTA per share of
approximately $1.60;
•long weighted average lease term (WALT) – Investore’s portfolio WALT as at 31 March 2025 is 6.8 years;
•high occupancy rates – current portfolio occupancy is 99% of total net lettable area; and
•quality, nationally recognised tenants - key Anchor Tenants include Woolworths, Bunnings, Briscoes Group, and Mitre 10.
These attributes deliver Investore a resilient income stream and stable returns for Shareholders.
Investore’s assets and day-to-day operations are externally managed by Stride Investment Management Limited (SIML), the real
estate investment management entity whose shares are stapled with Stride Property Limited (Stride). SIML and Stride collectively
form the NZX listed Stride Property Group. SIML manages approximately $3.2 billion of property in New Zealand, $2.2 billion of
which SPL owns on a weighted look-through basis. Stride also holds an 18.83% shareholding in Investore. This shareholding helps
ensure alignment of interests between Investore and Stride Property Group.
Since listing on the NZX Main Board in July 2016, Investore has undertaken a number of initiatives designed to further enhance
portfolio quality, improve tenant diversification, and provide capacity for future growth opportunities. Within the last year, Investore
divested Pak’nSave New Plymouth, Woolworths Invercargill, Woolworths Mount Roskill and Woolworths Browns Bay for an
aggregate sales price above the most recent combined book value, and recycled capital from the sale of these properties to acquire
Bunnings Westgate and Bunnings New Lynn in Auckland.
Investore is now seeking to raise up to $62.5 million to initially repay existing bank debt. This will provide Investore with the
flexibility and additional debt capacity to fund future acquisitions that align with Investore’s strategy, including (subject to approval
by Shareholders at the Special Meeting), the purchase of the Silverdale Centre from Stride that was announced on the same date as
this Offer, and for general corporate purposes.
The Notes pay a fixed rate of interest (expected to be announced via NZX on 19 September 2025), with quarterly interest payments
over a 4-year term. In addition to interest payments, on Conversion of Notes, or payment by Investore of an equivalent cash amount
determined under the terms of the Notes under a Cash Election, Noteholders will receive a minimum value of approximately $1.02
for every $1.00 invested
1
. Noteholders will also benefit from any appreciation of the Share price to the extent the Market Price is
above approximately $1.592 (being the Conversion Price Cap of $1.56 adjusted for the effect of the 2% discount).
The Board takes a proactive approach to capital management, maintaining a flexible balance sheet for growth. The Board believes
this Offer will strengthen Investore’s capital structure, enabling the business to execute on its strategy of targeted growth while also
diversifying its funding sources.
Eligible investors should contact their financial adviser to participate in the Offer. Eligible Shareholders can alternatively apply for
Notes directly under the Shareholder Priority Offer.
There are a number of risks that may affect returns on your investment in the Notes. An overview of the key risks is contained within
this PDS which you should read before deciding whether to invest in the Notes. You should also read the NZX announcements
issued by Investore which are referred to in section 11.3 of this PDS (NZX Disclosures). I encourage you to seek financial,
investment or other professional advice from a qualified professional advisor and that you take the time to consider this Offer.
On behalf of the Board, I look forward to your involvement in this Offer and support of Investore. For more information on the Offer,
please visit the Offer website (www.investorenotesoffer.co.nz).
Yours sincerely,
Mike Allen
Independent Chair
Investore Property Limited
1As determined under the terms of the Notes and subject to rounding and variance between the Market Price and the Share price on the
Conversion Date.
Product Disclosure Statement - Investore Property Limited6

2. KEY DATES AND OFFER PROCESS
Opening Date for the General Offer and
Shareholder Priority Offer
16 September 2025

Closing Date for the General Offer
11.00am on 19 September 2025

Rate Set Date
19 September 2025

Closing Date for the Shareholder Priority Offer
5.00pm on 23 September 2025

Issue Date and allotment date
26 September 2025

Expected date of initial quotation and trading of the
Notes on the NZX Debt Market

29 September 2025
Interest Payment Dates
26 March, 26 June, 26 September and 26 December in each year
1

First Interest Payment Date
26 December 2025
2

Conversion Announcement Date
5 Business Days before the Conversion Date.
On the Conversion Announcement Date, Investore will announce the
final Conversion Price. On or before the Conversion Announcement Date,
Investore will announce whether it intends to make a Cash Election.

Conversion Date
3
26 September 2029

1If any date on which an interest payment is due to be made is not a Business Day, payment shall instead be made on the next Business Day, but no
adjustment will be made to the amount of interest. Interest payments may be suspended in some circumstances, as described in this PDS.
2As that date is not a Business Day, the actual payment will be made on the next Business Day, being 29 December 2025.
3The Notes may Convert before the Conversion Date in some circumstances, as described in this PDS.
The timetable is indicative only and subject to change. Investore may determine to vary the timetable (including by opening
or closing the Offer early, accepting late applications and extending any Closing Date).  Changes will be advised by way of
announcement through NZX.
If any Closing Date is extended, the Issue Date, the expected date of initial quotation and trading of the Notes on the NZX Debt
Market, the Interest Payment Dates, the Conversion Announcement Date and the Conversion Date may also be extended. Any such
changes will not affect the validity of any applications received.
Investore reserves the right to cancel the Offer and the issue of the Notes, in which case all application monies received will be
refunded (without interest) as soon as practicable and in any event within 5 Business Days of the cancellation.
Product Disclosure Statement - Investore Property Limited
7

3. TERMS OF THE OFFER
Issuer
Investore Property Limited.

Description of the Notes
Subordinated, unsecured convertible notes.  The Notes will Convert into ordinary
shares in Investore, subject to a Cash Election by Investore as described further below.
On Conversion of the Notes into Shares, or payment by Investore of an equivalent cash
amount determined under the terms of the Notes under a Cash Election, Noteholders
will receive a minimum value (as determined in accordance with the terms of the Notes
and subject to rounding and variance between the Market Price and Share price on
the Conversion Date) of approximately $1.02 for every $1.00 invested, and will benefit
from any appreciation of the Share price to the extent the Market Price is above
approximately $1.592 (being the Conversion Price Cap of $1.56 adjusted for the effect
of the 2% discount).
See section 5 of this PDS (Key features of the Notes) for more information.

Offer amount
Up to $62.5 million.

Structure of the Offer
The Offer consists of:
•The General Offer of up to $60 million, which is open to investors resident in New
Zealand and Australian Institutional Investors.
•The Shareholder Priority Offer of up to $2.5 million, which is open only to
Eligible Shareholders.
If any amount of the General Offer and/or Shareholder Priority Offer is not taken
up by the relevant Closing Date, Investore may reallocate up to a corresponding
amount to the Shareholder Priority Offer and/or General Offer (respectively) at its
absolute discretion.

Issue price
$1.00 per Note, being the Principal Amount of each Note.

Shareholder Priority Offer
Eligible Shareholders can apply for Notes through the Shareholder Priority Offer.
There is no guarantee that an Eligible Shareholder will receive all of the Notes for which
it has applied.
Investore may, in its absolute discretion, determine whether to accept or scale all or
part of any application without giving any reason.

Eligible Shareholders
New Zealand Shareholders and Australian Institutional Investors who, as at 5.00pm on
5 September 2025, were recorded in Investore's share register as being a Shareholder

Term
4 years with a Conversion Date of 26 September 2029.

Product Disclosure Statement - Investore Property Limited8

3. TERMS OF THE OFFER (CONTINUED)
Conversion
On the Conversion Date, all outstanding Notes will be Converted into Shares, subject to
the Cash Election.
The number of Shares to be issued following Conversion of each holding of Notes
will be determined by dividing their Principal Amount (together with any accrued
and Unpaid Interest (and any interest thereon) and less any taxes, withholdings or
deductions) by the Conversion Price, which is the lesser of:
1.the Conversion Price Cap of $1.56; and
2.a 2% discount to the Market Price (calculated as per the statement below).
The Market Price is determined based on the arithmetic average of the daily volume
weighted average price of Shares traded through the NZX Main Board in the 20
Business Days prior to (but not including) the Conversion Announcement Date, as
described in section 5 of this PDS (Key features of the Notes).
This means the Conversion Price will be at a 2% discount to the Market Price, unless
the Market Price is at least approximately $1.592 in which case the Conversion Price
will be $1.56.
The Conversion Announcement Date is 5 Business Days before the Conversion Date.
The Conversion Price Cap may be adjusted in certain circumstances (see section 5 of
this PDS (
Key features of the Notes)).

Cash Election
Rather than Converting Notes, Investore may elect instead to pay a cash amount
to Noteholders at the end of the term. In this case, Noteholders would be paid an
amount equal to the Market Price multiplied by the number of Shares that would have
otherwise been issued to them on Conversion of their Notes. This means Noteholders
would receive an equivalent value to those Shares (as determined under the terms of
the Notes) and would similarly benefit from any appreciation of the Share price to the
extent the Market Price is above approximately $1.592 (being the Conversion Price
Cap of $1.56 adjusted for the effect of the 2% discount).
See section 5 of this PDS (Key features of the Notes) for further information.
If Investore elects to pay a cash amount in part, the partial Cash Election will be done
on a proportionate basis and may include adjustments to take account of the effect on
marketable parcels and other logistical considerations.
Investore may only make a Cash Election if it meets the Payment Condition in respect
of such cash amount.
Investore will announce whether it intends to make a Cash Election for any Notes via
NZX on or before the Conversion Announcement Date.

Interest Rate
The Notes will pay a fixed rate of interest.
The Interest Rate for the Notes will be determined by Investore in conjunction with the
Joint Lead Managers following a bookbuild, and announced via NZX on or about the
Rate Set Date.

Interest Payment Dates
Interest is scheduled to be paid quarterly in arrear in equal amounts on 26 March, 26
June, 26 September and 26 December each year (or if that day is not a Business Day,
the next Business Day) until and including the Conversion Date.
The first Interest Payment Date will be 26 December 2025 but as that date is not a
Business Day, the actual payment will be made on 29 December 2025 (being the next
Business Day).
Interest payments may be suspended in certain circumstances as described below.

Product Disclosure Statement - Investore Property Limited9

3. TERMS OF THE OFFER (CONTINUED)
Interest payments and entitlement
Regular payments of interest on Interest Payment Dates will be of equal quarterly
amounts. Any other payment of interest on the Notes (including Unpaid Interest
discussed below), will be calculated based on the number of days in the relevant period
and a 365-day year.
Scheduled interest payments made on each Interest Payment Date will be paid to the
person registered as the Noteholder as at the record date immediately preceding the
relevant Interest Payment Date.
The record date for interest payments is 5.00pm on the date that is 10 days before the
relevant Interest Payment Date. If the record date falls on a day which is not a Business
Day, the record date will be the immediately preceding Business Day.

Interest suspension
Payments of interest on the Notes will be suspended if Investore does not meet the
Payment Condition in respect of such interest.
Unpaid Interest will accumulate and interest will accrue on it at the Interest Rate
(compounding on each Interest Payment Date) until paid.
Unpaid Interest is required to be paid within 5 Business Days after Investore meets the
Payment Condition. Any Unpaid Interest (including any interest thereon) will be added
to the Principal Amount on Conversion.
See section 5 of this PDS (Key features of the Notes).

Distribution stopper
No dividend or other return will be made to Shareholders while any interest on the
Notes is suspended.
Ranking
On a liquidation of Investore, each Note (before any Conversion) will be a subordinated
obligation of Investore, ranking:
•behind all claims of all creditors of Investore (including bank borrowing, Secured
Bonds, trade creditors and other liabilities), except as described below;
•equally with other Notes, and other liabilities which are expressed to rank equally
with the Notes; and
•ahead of Shareholders and other liabilities which are expressed to rank after
the Notes.
Shares issued on Conversion will rank equally with all other Shares on issue and behind
all other claims on Investore.
Further important information on the ranking of the Notes on the liquidation of the
Investore can be found in section 5 of this PDS (Key features of the Notes).

Early Conversion
Neither you nor any other person has a right to redeem or Convert the Notes prior to
the Conversion Date, except for Conversion:
•after an Event of Default;
•at the Noteholders’ option after a Compulsory Acquisition Event; or
•at Investore’s option after a Tax Event,
as described in section 5 of this PDS (Key features of the Notes).

Product Disclosure Statement - Investore Property Limited10

3. TERMS OF THE OFFER (CONTINUED)
Events of Default
If an Event of Default occurs and is continuing in relation to the Notes, the Supervisor
may in its discretion, and must upon being directed to do so by a Special Resolution of
Noteholders, declare the Notes to be immediately Convertible.
The Events of Default are set out in clause 8 of the Series Supplement (a copy of which
is contained on the Disclose Register for the Notes) and are summarised in section 5 of
this PDS (Key features of the Notes).

Opening Date for General Offer and
Shareholder Priority Offer
16 September 2025.
General Offer Closing Date
11.00am on 19 September 2025.

Shareholder Priority Offer
Closing Date
5.00pm on 23 September 2025.

Scaling
Investore may scale applications at its discretion and may scale preferentially to
existing Shareholders.

Refunds
If Investore does not accept your application (whether because of late receipt or
otherwise) or accepts it in part, all or the relevant balance of your application money
received will be repaid to you as soon as practicable and, in any event, no later than 5
Business Days after the Issue Date.
No interest will be paid on refunds.

Minimum application amount
For the General Offer, $5,000, and multiples of $1,000 thereafter.
For the Shareholder Priority Offer, $1,000, and multiples of $1,000 thereafter.

How to apply
Application instructions are set out in section 12 of this PDS (How to apply).
Investore reserves the right to refuse all or any part of any application for Notes under
the Offer without giving a reason.

No underwriting
The Offer is not underwritten.

Brokerage
You are not required to pay brokerage or any other fees or charges to Investore to
purchase the Notes or for Shares to be issued on Conversion of the Notes. However,
you may have to pay brokerage to the firm from whom you receive an allocation of
Notes, for the transfer of Notes or, after Conversion, for the sale of the Shares.

Quotation
Application has been made to NZX for permission to quote the Notes on the NZX Debt
Market and all the requirements of NZX relating to that quotation that can be complied
with on or before the date of this PDS have been duly complied with.  However, the
Notes have not yet been approved for trading and NZX accepts no responsibility for
any statement in this PDS.  NZX is a licensed market operator, and the NZX Debt
Market is a licensed market, under the FMC Act.
NZX ticker code IPLHA has been reserved for the Notes.
Investore intends that any Shares issued on Conversion of the Notes will be quoted on
the NZX Main Board (NZX ticker code: IPL).

Product Disclosure Statement - Investore Property Limited11

3. TERMS OF THE OFFER (CONTINUED)
Further payments, fees or charges
Taxes may be deducted from interest payments on the Notes. See section 7 of this PDS
(Tax) for further details.
The Offer is subject to certain selling restrictions and you will be required to indemnify
certain people if you breach these. More information on this can be found in section 8
of this PDS (Selling restrictions).
You may have to pay brokerage to the firm from whom you receive an allocation of
Notes, for the transfer of Notes or, after Conversion, for the sale of the Shares, as
described above.

Governing law
New Zealand.

Trust Documents
The terms of the Notes and other key terms of the Offer are set out in the Master Trust
Deed, as supplemented by the Series Supplement. The Series Supplement amends the
application of the Master Trust Deed to the Notes as subordinated obligations, and
amends or replaces provisions relating to relating to ranking and redemption.
You should read these documents. Copies may be obtained from the Disclose Register
for the Notes at www.companiesoffice.govt.nz/disclose, offer number OFR13984.

Supervisor
Public Trust.

Registrar
Computershare Investor Services Limited.

Product Disclosure Statement - Investore Property Limited12

4. PURPOSE OF THE OFFER
The proceeds of this Offer (net of issue costs) are expected to be used to repay existing bank debt, providing Investore with
the flexibility and additional debt capacity to fund future acquisitions, including (subject to approval by Shareholders at a special
meeting targeted to be held on 20 October 2025), the purchase of the Silverdale Centre from Stride Property Limited, and for
general corporate purposes. This will not change, irrespective of the total amount that is raised. The Offer is not underwritten and is
not conditional on raising a minimum amount.
The acquisition of the Silverdale Centre is subject to a conditional contract with settlement proposed to occur on 31 October
2025.  The Silverdale Centre is an open-air retail centre with 39 tenants. The property is anchored by everyday needs retailers
Woolworths and The Warehouse, complemented by a mix of specialty tenants that serve as "mini-anchors". The property has a
low site coverage, with approximately 23,000sqm of NLA over a 70,000sqm site meaning that the underlying landholding helps
to underpin the property valuation. The acquisition is expected to have a positive financial impact and the expected benefits of the
acquisition include:   
•an expected initial yield
1
of 6.8%;
•an expected increase in pro forma Distributable Profit per Share of 3.0%;
2
•greater diversification to Investore's rental income profile, with 87% of Contract Rental at Silverdale subject to structured or
market-based rent reviews, and the balance subject to turnover-linked rental mechanisms;
3
•diversification of Investore's tenant base, reducing Investore’s largest tenant exposure, Woolworths, from 59% to 54% by
Contract Rental; and
•expansion of Investore’s geographic concentration to the Auckland region, increasing Investore’s Auckland exposure from
42% to 48% by value.
1Yield is calculated based on the annualised net Contract Rental for the Silverdale Centre divided by the purchase price.
2The expected increase in Distributable Profit has been calculated by comparing Investore's forecasted Distributable Profit for the 12 month
period to 31 October 2026 (12 months following the expected settlement of the Silverdale Centre acquisition) (a) assuming that the Offer,
Silverdale Centre acquisition and Management Agreement amendments did not occur, against (b) assuming the issue of $62.5 million of Notes,
the Silverdale Centre acquisition and the payment of the additional Silverdale Centre fees did occur.
3Turnover-linked rental mechanisms entitle Investore to additional rent when moving annual turnover at a store exceeds a specific threshold and is
determined by calculating the net sales of a 12-month period, with the calculation being completed on a rolling basis.
Product Disclosure Statement - Investore Property Limited13

5. KEY FEATURES OF THE NOTES
A number of key features of the Notes are described in section 3 of this PDS (Terms of the Offer). The other key features of the
Notes are described below.
The Trust Documents will not apply to any Shares issued following Conversion of a Note.
5.1 THE SUPERVISOR
The Supervisor is appointed to act as supervisor and trustee for the Noteholders on the terms contained in the Trust Documents.
You can only enforce your rights under the Notes through the Supervisor (although you can enforce your rights under the Notes
against Investore directly if the Supervisor is obliged to enforce, but has failed to do so).
5.2 RANKING
Ranking on liquidation
On a liquidation of Investore, each Note (before any Conversion into Shares) will be a subordinated obligation of Investore, ranking:
•behind all claims of all creditors of Investore (including bank borrowing, Secured Bonds, trade creditors and other liabilities),
except as described below;
•equally with other Notes, and other liabilities which are expressed to rank equally with the Notes; and
•ahead of Shareholders and other liabilities which are expressed to rank after the Notes.
Shares issued on Conversion will rank equally with all other Shares on issue and behind all other claims on Investore.
The below diagram summarises the ranking of the Notes and the Shares on a liquidation of Investore. In the event of a liquidation of
Investore, the actual priority amounts may differ.
Ranking
Ranking
on liquidation
Type of liability / equityAmount
1
Liabilities that rank
in priority to
the Notes
2
•Liabilities preferred by law (e.g., Inland Revenue and
employee entitlements)
$1.6 million

•Secured liabilities (e.g. Investore’s bank borrowing, Secured
Bonds and other secured creditors)
$317.8 million

•All other liabilities not referred to below (e.g. trade and general
creditors (secured or unsecured))

$15.6 million
3
Liabilities that rank
equally with the
Notes (including
the Notes)

•Notes

$62.5 million
4
•Other subordinated liabilities that expressly rank equally with
the Notes
NIL

Liabilities that rank
below the Notes

Unsecured liabilities that are expressly subordinated to the NotesNIL
Equity
5
Shares, reserves and retained earnings$604.4 million
1Amounts shown above are indicative. They are based on the financial position of Investore as at 31 March 2025 (being the date of Investore's
most recent published financial statements), adjusted to reflect the issue of the Notes, assuming the net proceeds are used to repay
bank borrowings.
2Liabilities that rank in priority to the Notes on liquidation include amounts owing to Inland Revenue. There are typically other preferred claims
which arise when a company is liquidated which are not possible to foresee and cannot therefore be quantified. All other liabilities of Investore will
rank ahead of the Notes (unless expressed to rank equal to, or below, the Notes) and the amount of these liabilities will vary, including as trade and
general creditor claims are incurred.
3Excludes certain accounting liabilities being, as at 31 March 2025, Lease liabilities ($13,157,000) Deferred tax ($2,537,000) and
Derivatives ($262,000).
4For the purposes of these calculations an issue size of $62.5 million of Notes has been assumed. If the issue size is less than $62.5 million, less
bank debt would be repaid from the issuance of the Notes. This would mean that the liabilities that rank in priority to the Notes would accordingly
be higher than what is shown above.
5The amount of equity stated in the diagram includes an amount in relation to Investore’s existing quoted financial products (i.e. Investore’s ordinary
shares which are quoted on the NZX Main Board).
Product Disclosure Statement - Investore Property Limited
14

5. KEY FEATURES OF THE NOTES (CONTINUED)
Further Borrowing and security
After the issue of the Notes, the Investore Group may (without the consent of Noteholders) borrow money or otherwise incur
liabilities from time to time that:
•rank equally with the Notes on a liquidation of Investore. This may include, for example, further subordinated notes issued by
Investore; or
•rank in priority to the Notes on a liquidation of Investore. This may include, for example, unsecured and unsubordinated
liabilities of the Investore Group (such as trade creditors), bank borrowing, secured bonds and other secured liabilities, and
liabilities preferred by law.
Restrictions on Borrowing
The terms of the Notes do not limit the ability of the Investore Group to borrow further money.
However, certain terms contained in the Investore Group’s other funding documents do limit its ability to borrow (although you do
not have the benefit of these, and they may be amended or waived by the relevant creditors):
•Investore’s Bank Facility Agreement contains:
–An “interest coverage” ratio. Under each of these provisions (as relevant), Investore agrees to ensure that at the end of each
financial year and half year the ratio of EBIT to interest and financing costs of the Investore Group for the 12 months then
ending shall not be less than 1.75 times.  The relevant lenders under the Bank Facility Agreement have agreed that interest
on the Notes is not treated as interest for the purposes of the interest coverage ratio.
–A “loan to value” ratio. Under this provision, Investore agrees to ensure that the ratio of the total principal amount of all
outstanding borrowed money secured by certain mortgages and other securities in favour of the Security Trustee to the total
value of the properties subject to those mortgages is not more than an agreed percentage. As unsecured obligations, the
Notes do not affect (and are not included in) this loan to value ratio.
•The Bank Facility Agreement has been amended to, among other matters, provide for additional facilities, exclude interest on
the Notes for the purposes of the calculation of the interest coverage ratio as described above and to increase the loan to
value ratio limit from 55% to 60%.
•The Secured Bonds also include a “loan to value” ratio limit of 65% (calculated in a similar way under the Bank Facility
Agreement). As unsecured obligations, the Notes do not affect (and are not included in) this loan to value ratio.
In addition, the Bank Facility Agreement and the Secured Bonds are all secured via the Security Trust Deed.
5.3 CONDITION TO PAYMENTS ON THE NOTES
Payments of interest on the Notes, and Investore’s ability to make a Cash Election on Conversion, are subject to the Payment
Condition, as described further below.
In respect of any payment, Investore will meet the Payment Condition if:
•Investore is not, and would not be immediately after such payment, insolvent; and
•no event of default (howsoever described) is continuing, or will occur as a result of such payment, in respect of any borrowed
money of Investore.
For this purpose, Investore is “insolvent” if it does not satisfy the solvency test in section 4 of the Companies Act 1993. This
solvency test requires that:
•Investore is able to pay its debts as they become due in the normal course of business; and
•the value of Investore’s assets is greater than the value of its liabilities, including contingent liabilities.
The Payment Condition does not restrict Investore from issuing Shares on Conversion of the Notes.
Product Disclosure Statement - Investore Property Limited
15

5. KEY FEATURES OF THE NOTES (CONTINUED)
5.4 CONVERSION
Conversion into Shares
On the Conversion Date, subject to a Cash Election, Investore will Convert the Notes into ordinary shares of Investore. Shares
issued on Conversion will rank equally with, and be of the same class as, the existing Shares, which are quoted on the NZX Main
Board (NZX: IPL).
The number of Shares to be issued on Conversion of the Notes will be determined by the following formula:
Number of Shares =
Principal Amount of the Notes + accrued and Unpaid Interest
Conversion Price
The Conversion Price is the lesser of:
1.the Conversion Price Cap ($1.56); and
2.a 2% discount to the Market Price (calculated as per the statement below)
The Market Price is based on the arithmetic average of the daily volume weighted average price of Shares traded through the NZX
Main Board on each Business Day during the period of 20 Business Days prior to (but not including) the Conversion Announcement
Date. Further details on the calculation of Market Price on any Business Day are set out in the Trust Documents.
If the total number of Shares to be issued to you includes a fraction of a Share, that fraction will be rounded down to the nearest
whole number.
This means the Conversion Price will be a 2% discount to the Market Price, unless the Market Price is at least approximately
$1.592, in which case the Conversion Price will be $1.56. At Conversion, Noteholders will receive a minimum value of
approximately $1.02, for every $1.00 invested (as determined under the terms of the Notes and subject to rounding and variance
between the Market Price and the Share price on the Conversion Date).
Noteholders will also benefit from any appreciation of the Share price to the extent the Market Price is above approximately $1.592
(being the Conversion Price Cap of $1.56 adjusted for the effect of the 2% discount). The Market Price is based on the arithmetic
average of the volume weighted average price calculated over a 20 Business Day period so may not be the same as the price of the
Shares on the Conversion Date. Investore will announce the final Conversion Price via NZX on the Conversion Announcement Date.
Investore may issue further Shares from time to time before each Conversion Date, which may negatively affect the Share price.
This may reduce the value Noteholders receive on Conversion (but subject to the minimum provided by the discounted approach).
As described below, the Conversion Price Cap can be adjusted from time to time.
The following table illustrates the number of Shares to be issued on Conversion and the value provided at a range of possible Share
prices. The examples are for illustrative purposes only. The figures in the examples are not forward looking statements and do not
indicate, guarantee or forecast future Share prices.
ILLUSTRATION OF THE VALUE OF SHARES / CASH RECEIVED
Example
Market Price
1
Conversion Price
2
Principal Amount to
be Converted
3
Number of
Shares received
4
Value of
Shares received
5
Cash amount to be
paid if full Cash
Election selected
6
$1.160$1.137$10,0008,796$10,203$10,203
$1.260$1.235$10,0008,098$10,203$10,203
$1.360$1.333$10,0007,503$10,204$10,204
$1.460$1.431$10,0006,989$10,204$10,204
$1.560$1.529$10,0006,541$10,204$10,204
$1.592$1.560$10,0006,410$10,205$10,205
$1.660$1.560$10,0006,410$10,641$10,641
$1.760$1.560$10,0006,410$11,282$11,282
1The actual Market Price on the Conversion Announcement Date could be above or below the illustrative range provided.
2The Conversion Price will be the lower of $1.56 and a 2% discount to the Market Price as described above. These examples assume that there
has been no adjustment to the Conversion Price Cap.
3These examples assume that there is no accrued or Unpaid Interest.
4Fractions of Shares arising on the Conversion of the Notes are disregarded.
5The value of Shares received assumes no change between the Market Price used in the calculation of the Conversion Price and the Share price
following Conversion, and ignores transaction costs and any impact on the Share price caused by the potential dilution that may occur given the
additional Shares created by Conversion.
6The cash amount is calculated by multiplying the Market Price by the Conversion Number (as described below).
Product Disclosure Statement - Investore Property Limited16

5. KEY FEATURES OF THE NOTES (CONTINUED)
Adjustments to Conversion Price Cap
The Conversion Price Cap will be adjusted if, prior to the Conversion Date:
•Bonus issues: Investore issues any Shares or other instruments to its Shareholders as a class by way of bonus issue
capitalisation of profits, reserves or otherwise; or
•Rights issues: Investore issues or grants any rights to subscribe for, purchase or otherwise acquire Shares or other instruments
to its Shareholders as a class on a pro rata basis (excluding any Shareholders if they have an address outside New Zealand); or
•Placements or share purchase plans: Investore issues or grants any rights to subscribe for, purchase or otherwise acquire
Shares (including under any share purchase plan), other than pursuant to the first two bullet points above, at less than 98% of
the Market Price; or
•Divisions etc: there is a division, consolidation or reclassification of Shares.
Further details of the process for adjustments are set out in the Series Supplement. 
However, no adjustments will be made in respect of any actions pursuant to a dividend reinvestment plan, any further issuances of
convertible notes, or any other transactions which may affect the price of the Shares (including, for example, any return of capital,
buy back or cash dividend paid by Investore).
Cash Election
Rather than Converting Notes, Investore may elect to instead pay a cash amount in respect of all or some of the Notes determined
by the following formula for each Noteholder:
Cash amount =          Conversion Number   x   Market Price
where the Conversion Number is the number of Shares that would be (in the absence of a Cash Election) issued following
Conversion of that Noteholder’s holding of Notes (or if Investore makes a Cash Election in respect of less than all the Notes, the
percentage of Notes that the Cash Election is made in respect of, rounded down to the nearest Note).
In effect, Noteholders would receive an equivalent value to those Shares (as determined under the terms of the Notes) and as
such would similarly benefit from any appreciation of the Share price to the extent the Market Price is above approximately $1.592
(being the Conversion Price Cap of $1.56 adjusted for the effect of the 2% discount).
Investore is only permitted to make a Cash Election for the Notes if it meets the Payment Condition as described above.
Investore will inform Noteholders by announcement to NZX on or before the Conversion Announcement Date:
•whether it intends to make a Cash Election for the Notes (subject to meeting the Payment Condition on the Conversion
Date); and
•the percentage of Notes (if any) that it makes a Cash Election in respect of.  The Conversion Number for each Noteholder used
to calculate the cash amount payable will be the percentage of Notes that the Cash Election is made in respect of rounded
down to the nearest Note.
If Investore makes a Cash Election for less than 100% of the Notes:
•any Notes in respect of which a Cash Election is not made will Convert into Shares on the Conversion Date; and
•Investore may make adjustments to take account of the effect on marketable parcels and other logistical considerations.
If Investore announces an intention to make a Cash Election but does not, on the Conversion Date, meet the Payment Condition
then Investore will Convert the Notes as set out above. 
Product Disclosure Statement - Investore Property Limited
17

5. KEY FEATURES OF THE NOTES (CONTINUED)
Conversion Price for early Conversion
If the Notes become Convertible prior to the Conversion Date due to an Event of Default, a Compulsory Acquisition Event or a
Tax Event (as described below), then Conversion will occur in substantially the same manner as described above in respect of
Conversion on the Conversion Date. However, in accordance with the Series Supplement:
•in the case of an Event of Default or Tax Event, the Market Price shall instead be calculated over the period of 20 Business
Days ending (but not including) 5 Business Days prior to the date of such early Conversion; and
•in the case of a Compulsory Acquisition Event, the Market Price shall be deemed to be the price offered for each Share in the
relevant Compulsory Acquisition Event.
The Cash Election does not apply to any Conversion of Notes before the Conversion Date.
Shares may be issued to a nominee instead of you
If any of your Notes are Converted, the relevant Shares may be issued to a nominee instead of you if:
•you are not, or Investore believes you may not be, a New Zealand resident at the time of Conversion and Investore determines
in its absolute discretion, that the laws of your country of residence are unduly onerous to permit the issue of Shares to you
on Conversion (or you otherwise request Investore to do so, by notice in writing at least 5 Business Days before the date of
Conversion, or you do not provide such information as may be required to issue the Shares to you); or
•Investore believes that, upon Conversion, you may cause Investore to become an overseas person (as defined in the Overseas
Investment Act 2005) or may cause Investore to become liable to lose its status as a Portfolio Investment Entity (PIE) under the
Income Tax Act 2007.
If any of the above occur, the nominee will sell those Shares and pay you the proceeds less the sale charges.
5.5 SUSPENSION OF INTEREST PAYMENTS
Payments of interest on the Notes will be suspended if Investore does not satisfy the Payment Condition on the relevant Interest
Payment Date.
Any such Unpaid Interest will remain outstanding and will accumulate. Interest will accrue on Unpaid Interest at the Interest Rate
(compounding on each Interest Payment Date) until paid.
No dividend or other return will be made to Shareholders while any interest on the Notes is due but unpaid.
Unpaid Interest (and any interest thereon) is required to be paid no later than 5 Business Days after Investore satisfies the Payment
Condition (which does not need to be an Interest Payment Date). No Event of Default arises if Investore fails to pay Unpaid Interest
before such date.
If there is any Unpaid Interest at the time of Conversion of a Note, that Unpaid Interest (and any interest thereon) will be taken into
account when determining the number of Shares to be issued. See further under the heading “Conversion” above.
5.6 EVENTS OF DEFAULT
The Events of Default are contained in the Trust Documents. They include:
•a failure by Investore to make a payment due in respect of the Notes;
•a material breach by Investore of an obligation under the Series Supplement;
•Investore ceases or threatens to cease to carry on its business; or
•insolvency events that affect Investore.
This summary does not cover all of the Events of Default. For full details of the Events of Default see clause 8 of the
Series Supplement.
If an Event of Default occurs and is continuing, the Supervisor may in its discretion, and must upon being directed to do so by a
Special Resolution of Noteholders, declare the Notes to be immediately Convertible.
Product Disclosure Statement - Investore Property Limited
18

5. KEY FEATURES OF THE NOTES (CONTINUED)
5.7 COMPULSORY ACQUISITION EVENT
Noteholders may choose to Convert their Notes before the Conversion Date if any person (or persons acting jointly or in concert)
becomes bound, or becomes entitled and elect, to compulsorily acquire Shares held by minority Shareholders, whether following a
takeover offer, a scheme of arrangement or otherwise (a Compulsory Acquisition Event).
If a Compulsory Acquisition Event occurs, Investore will announce this via NZX (an Early Conversion Notice) and each Noteholder
may elect to Convert all (but not some only) of its Notes by notice to Investore or the Registrar on its behalf.
In the Early Conversion Notice, Investore will set:
•the last date on which Noteholders may make an election to Convert their Notes, which must be at least 14 days after the date
of the Early Conversion Notice; and
•the date of Conversion of such Notes, which must be no more than 21 days after the date of the Early Conversion Notice.
5.8 TAX EVENT
Investore may choose to Convert all (but not some only) of the Notes before the Conversion Date if a Tax Event has occurred and is
continuing. Broadly, a Tax Event will occur if there has been, or there will be, a change in New Zealand law applying after the Issue
Date, as a result of which:
•any interest payable on the Notes is not, or will not be, allowed as a deduction for the purposes of New Zealand income tax; or
•Investore would be, or is likely to be, exposed to any other adverse tax consequence in relation to any Notes,
provided such event is not minor and Investore did not expect such event on the Issue Date.
If Investore chooses to Convert the Notes in these circumstances, it will announce this via NZX together with the date set for
Conversion (which must be at least 30 days and not more than 60 days after such announcement).
If the Notes Convert into Shares prior to the Conversion Date, interest will be calculated to the date of Conversion based on the
number of days since the last Interest Payment Date and a 365-day year.
5.9 OTHER RELEVANT INFORMATION ABOUT THE TRUST DOCUMENTS
The Trust Documents also contain a number of standard terms, including relating to:
•The role of the Supervisor, and the powers and duties of the Supervisor. The Supervisor will not be responsible for monitoring
the application by Investore of the money paid by the subscribers of the Notes.
•The process for replacement of the Supervisor.
•The right of the Supervisor to be indemnified.
•The payment of fees, expenses and other amounts owing to the Supervisor (including that amounts owing to the Supervisor
are, on a default, paid from the proceeds of enforcement before payments to Noteholders).
•Holding meetings of Noteholders.
•The process for Noteholders to sell or transfer their Notes (including that such sales and transfers are subject to the terms of
the Trust Documents and applicable laws, in particular that transfers that would result in the transferee holding Notes that is
not a multiple of $1,000, will not be allowed).
•The process for amending the Trust Documents. To summarise, the Trust Documents can be amended:
–with the consent of the Supervisor; or
–by the Financial Markets Authority under section 109 of the Financial Markets Conduct Act 2013; or
–under section 22(7) or 37(6) of the Financial Markets Supervisors Act 2011 or any other enactment.
The Supervisor must only consent to an amendment if:
•the amendment is approved by a Special Resolution of the Noteholders (or each class of Noteholders that is or may be
adversely affected by the amendment); or
•the Supervisor is satisfied that the amendment does not have a material adverse effect on the Noteholders.
You should read the Trust Documents for further information. Copies may be obtained from the Disclose Register for the Notes at
www.companiesoffice.govt.nz/disclose, offer number OFR13984.
Product Disclosure Statement - Investore Property Limited
19

6. RISKS OF INVESTING
6.1 INTRODUCTION
This section describes the following potential key risk factors:
•general risks associated with an investment in the Notes and the Shares; and
•specific risks relating to Investore’s creditworthiness.
The selection of risks has been based on an assessment of a combination of the probability of a risk occurring and the impact of the
risk if it did occur.  This assessment is based on the knowledge of the Directors and the Manager as at the date of this PDS.  There is
no guarantee or assurance that the importance of different risks will not change or that no other risks may emerge over time.
Where practicable, Investore and the Manager will seek to implement risk mitigation strategies to minimise the exposure to some of
the risks outlined in the following table, although there can be no assurance that such arrangements will fully protect Investore from
such risks.
You should carefully consider these risks (together with the other information in this PDS and available on the Offer Register) before
deciding to invest in the Notes.  This summary does not cover all of the risks of investing in the Notes.
The statement of risks in this section does not take account of the personal circumstances, financial position or investment
requirements of any particular person.  It is important, therefore, that before making any investment decision, you give consideration
to the suitability of an investment in the Notes in light of your individual risk profile for investments, investment objectives and
personal circumstances (including financial and taxation issues).
6.2 RISKS
GENERAL RISKS: an investment in the Notes is subject to the following general risks

Credit Risk
on Investore

This is the risk that Investore becomes insolvent and is unable to meet its obligations under the
Notes. Noteholders may not be able to recover their full principal investment if Investore encounters
severe financial difficulty or becomes insolvent. In that case Investore may be unable to meet its
obligations under the Notes or satisfy the Payment Condition. If Investore suspends interest payments in
accordance with the terms of the Notes you will not be able to take any action against Investore, unless
an Event of Default subsequently occurs. See section 5 of this PDS (Key features of the Notes).
Secondary Market Risk

Investore intends to quote the Notes on the NZX Debt Market, which means Noteholders may be able
to sell them on the NZX Debt Market before the Conversion Date. However there may be no active
trading market and an investment in Notes may not be very liquid. You may be unable to find a buyer,
or the price at which you are able to sell the Notes may be less than the amount you paid for them.
The price (if any) at which you may be able to sell Notes may also be affected by factors related to the
creditworthiness of Investore, movements in the market price of the Shares, and market-related factors
such as movements in market interest rates. For example, if market interest rates go up, the market
value of the Notes would typically be expected to go down and vice versa. The subordination of the
Notes, Conversion and possibility of interest payment suspension may also increase the volatility of the
market price of the Notes, and they may be more sensitive generally to adverse changes in Investore’s
financial condition than other debt securities.
Risk relating to
Conversion of Notes

The risks in respect of your investment will change significantly on any Conversion of the Notes into
Shares. For instance:
•as a Shareholder, you may receive a return only if dividends are paid on the Shares, or if the
Shares increase in value and you are able to sell them at a higher price than you paid for
your Notes. Dividends on Shares are payable at the absolute discretion of Investore and the
amount of each dividend is discretionary. Investore’s current dividend policy is available at https://
investoreproperty.co.nz/investor-centre/#dividend;
•the price of the Shares may go up or down at any time, and may be more volatile than the market
price of the Notes or other debt securities. There is no certainty as to the future value of the Shares;
•you may lose some or all of your investment in the Shares. For example, this could occur if one or
more of the specific risks relating to Investore’s creditworthiness occur; and
•in a winding up of Investore, claims of Shareholders rank behind claims of holders of all other
securities (including any preference shares) and debts of Investore. You will only be paid after all
creditors and, if applicable, holders of preference shares have been paid.
Product Disclosure Statement - Investore Property Limited
20

6. RISKS OF INVESTING (CONTINUED)
Unless and until Noteholders receive Shares upon Conversion of the Notes, they will have no rights with
respect to the Shares, including any voting rights or rights to receive any regular dividends or other
distributions with respect to the Shares. Upon Conversion, Noteholders will be entitled to exercise the
rights of Shareholders only as to actions for which the applicable record date occurs after the date
of Conversion.
SPECIFIC RISKS RELATING TO INVESTORE’S CREDITWORTHINESS: Investore considers that the main circumstances which
significantly increase, either individually or in combination, the risk that Investore may default on its payment obligations under the
Notes are as follows.
Exposure to
significant tenants

General Distributors Limited (GDL), an ultimate subsidiary of Woolworths Group Limited, which
operates Woolworths-branded supermarkets in New Zealand, is Investore’s largest tenant constituting
approximately 59% of Investore's Contract Rental as at the date of this PDS
1
. The second largest tenant
is Bunnings Limited, constituting approximately 21% of Investore’s Contract Rental as at the date of
this PDS.
If the performance of either materially decreases, or if either fails to meet its lease obligations, it could
have a significant adverse effect on Investore’s operations and financial performance, including the
ability for Investore to make payments on the Notes or comply with the financial covenants under its
Secured Bonds and Bank Facility Agreement applicable from time to time.
Investore seeks to manage this exposure to significant tenants by managing lease expiries, maintaining
strong relationships with GDL, Bunnings and other tenants and considering opportunities to add
new tenants when available. Investore monitors performance of lease obligations and views GDL and
Bunnings as responsible tenants, including in relation to its rent payment obligations to Investore. Over
time Investore has reduced its exposure to GDL, reducing from 84% of Contract Rental at the time of
Investore’s NZX listing in 2016. Conversely, the exposure to Bunnings has grown from nil at the time
of listing.
Single class of
property exposes
Investore to downturn
in large format
retail and
convenience-based
retail property sector
Investore has been established to invest solely in large format retail property in New Zealand. Although
Investore is proposing to amend its Management Agreement to include convenience-based retail
within its investment policy, Investore’s portfolio will remain, intentionally, undiversified. Investore's
financial performance is therefore directly linked to the demand for, and supply of, large format
retail (and convenience-based retail if the amendment to the Management Agreement is approved
by Investore’s shareholders).
A drop in demand or increase in supply, competition from other property owners, and changes in
overall economic or property market conditions (and most particularly in the large format retail and
convenience-based retail sectors) could have an adverse effect on rental returns and/or the values of
Investore’s properties. In the event of adverse market conditions, Investore may not be able to sell its
properties on commercially acceptable terms. In the event of reduced rental returns, Investore’s ability
to make payments on the Notes or comply with financial covenants under the Secured Bonds and Bank
Facility Agreement from time to time could be adversely affected.
Investore’s exposure to a single class of property is a concentration risk arising from its large format
retail and convenience-based retail strategy.
As the market for large format retail and convenience-based retail properties in New Zealand is outside
of Investore’s control, it is difficult to predict the likelihood of a downturn in that market. Investore seeks
to manage this risk by attracting and retaining stable, nationally recognised, long-term anchor tenants
who cater to everyday needs. In addition, any localised changes in demand can be mitigated through the
geographic diversification of Investore’s portfolio.
2
If the acquisition of Silverdale Centre is approved by Shareholders, and Investore increases its exposure
to convenience-based retail properties over time, its overall exposure to the retail property market
and consumer discretionary spending would increase. Macroeconomic headwinds or trends such as
consumers' preference to purchase online may lead to a reduction in foot traffic in retail centres and may
reduce consumer consumption and discretionary spending. This would put pressure on the total retail
store occupancy costs that retailers are willing to bear, which could result in potential vacancies and
lower overall rental receipts for Investore.
1
If the acquisition of the Silverdale Centre is approved by Shareholders at the Special Meeting, the tenancy concentration of GDL would reduce
from 59% to 54% and 32 new tenants would be introduced into Investore's portfolio, including nationally recognised retailers such as Chemist
Warehouse, The Warehouse, Noel Leeming and ASB.
2If the acquisition of the Silverdale Centre is approved by Shareholders at the Special Meeting, the acquisition would, however, increase the
portfolio's Auckland weighting from 42% to 48% by value.
Product Disclosure Statement - Investore Property Limited21

6. RISKS OF INVESTING (CONTINUED)
Investore's strategy for disciplined growth includes targeted acquisitions (such as the proposed
acquisition of the Silverdale Centre). Growth activities involve elements of risk, including the risk that
Investore may not be able to identify opportunities at prices that Investore is willing to pay. The
risk is exacerbated due to Investore's exposure to a single class of property, which limits supply of
new opportunities.

Reliance on
external financing

Investore relies on external funding sources to support its business. Investore's financial performance
may be negatively impacted as a result of increased interest rates or if it were unable to continue to
access external funding on commercially acceptable terms.
Its loan to value ratio of approximately 39.4%
1
is higher than some other listed property companies,
meaning it has a greater proportion of debt to property compared to those other companies. This makes
Investore more exposed to risks affecting its external funding.
Any default or breach of the financial covenants included in such funding including due to adverse
changes in economic conditions or the property market, may have a significant adverse impact on
Investore’s financial condition, including its ability to obtain new funding and refinance existing funding.
If such breaches were not remedied, the lender may enforce its security and Investore may be forced to
sell some or all of its properties on commercially unattractive terms to reduce debt.
Investore’s loan to value ratio of 39.4%
1
is expected to reduce to approximately 33.4% immediately
after the issue of the Notes, increasing to 40.2% assuming the acquisition of the Silverdale
Centre completes.
Investore’s Secured Bonds are due for repayment in February 2027 ($125 million) and August 2027
($125 million). Its bank facilities in place on the date of this PDS are due for repayment in May 2029
($130 million), May 2030 ($95 million) and October 2030 ($100 million) but may be refinanced prior to
the respective repayment. Investore's ability to refinance or raise debt on commercially acceptable terms
is dependent on a number of factors, including the:
•general economic climate;
•state of debt markets; and
•performance and reputation of Investore.
Changes to any of these factors could lead to an increased cost of funding or limited access to
capital for Investore to refinance existing debt facilities. This could require Investore to sell assets on
commercially unattractive terms and could have a significant adverse effect on Investore’s financial
performance. Investore’s debt makes it exposed to uncertainty in the debt markets and changes in
financing costs.
Investore seeks to manage this risk by diversifying its sources of funding (including through the Offer)
and putting in place available bank facilities well ahead of Secured Bond maturity dates. However,
diversification and obtaining early funding commitments cannot completely eliminate this risk.

Valuations
The valuations ascribed to each property will be influenced on an ongoing basis by a number of factors
as assessed by independent registered valuers.
If any of these factors change, property values may fall. This could have a significant negative impact on
Investore's financing arrangements (including compliance with its loan to value ratio), Investore's rental
income, the price at which Investore would be able to sell the properties in the market and its ability to
execute its targeted growth strategy.

131 March 2025 loan to value ratio, pro forma for the acquisition of Bunnings New Lynn and the disposal of Woolworths Browns Bay.
Product Disclosure Statement - Investore Property Limited22

6. RISKS OF INVESTING (CONTINUED)
Natural disasters
and regulation
Changes in regulation, as well as earthquakes and other natural disasters in the areas in which Investore
operates, may also decrease demand for properties that Investore owns or increase costs to maintain,
repair and upgrade them.
The New Zealand Government has announced an extensive review of the management of seismic risk in
existing buildings, with the purpose being to ensure seismic risk in existing buildings is being managed
effectively. The outcomes from this review are not yet known but may impact the value of Investore’s
portfolio or costs associated with it. Even without a change in regulation, the process undertaken and
standards which are applied in seismic assessments evolve over time as the engineering profession's
understanding of seismic events develops. This means that the outcome of seismic assessments may be
subject to change over time. Changes to seismic requirements (or the interpretation and application of
existing seismic standards) could result in buildings no longer meeting the minimum seismic standards
mandated by existing and/or prospective tenants, which could impact demand from tenants and
decrease revenue, or require Investore to invest further to seismically strengthen properties.
Investore's portfolio is geographically diversified across New Zealand, with the majority of the portfolio
located in highly populated urban areas. 85% of the Investore portfolio by Contract Rental is located in
the North Island and 15% is located in the South Island. A natural disaster affecting an urban area may
affect a material part of Investore’s portfolio.
In the context of a natural disaster, Investore maintains insurance cover for material damage to its
properties and for business interruption to levels determined by Investore. This may mitigate some of the
impact of any such event. However, insurance coverage does not provide complete protection against
all potential events and resulting losses. Further, insurance may become more difficult or expensive to
obtain, which may limit Investore’s ability to adequately manage such risks. The time it takes to assess
damage to properties after a natural disaster, and process insurance claims, can also lead to periods of
significant uncertainty for Investore and its tenants.
Investore is also exposed to other regulatory risks that may affect it or its tenants. This includes potential
reform in the grocery sector following the appointment of the Grocery Commissioner in 2023 and
continued focus on supermarkets by the Commerce Commission.

Performance of
external manager
Investore is reliant on the management of SIML and the expertise and experience of SIML's senior
management team. If SIML does not perform under the terms of the Management Agreement, this could
have a negative impact on the financial performance of Investore.
Investore’s ability to meet its banking covenants and deliver distributions are driven by its financial
performance. In order to maintain or maximise net rental income Investore relies on the performance of
SIML as its manager to:
•ensure maximum possible occupancy of Investore's properties, including through negotiating
leases and renewals of leases and maintaining good relationships with tenants;
•maximise rental income through negotiating appropriate leases and managing rent reviews to
maximise rental income; and
•ensure properties are maintained so as to remain safe and attractive to tenants.
If SIML does not perform any of the above functions appropriately, this could have a direct negative
impact on Investore's net rental income, impacting Investore's financial performance.
SIML manages Investore's capital sources in accordance with the direction of the Board and policies
set by the Board, to ensure Investore has appropriate funding to continue its activities. If SIML does
not perform these obligations appropriately this could prejudice Investore's ability to maintain funding at
appropriate levels or at commercial rates.
Investore relies on SIML to ensure compliance with all law. If SIML does not perform, Investore may incur
penalties as a result of breaching laws.

Product Disclosure Statement - Investore Property Limited
23

7. TAX
Taxes may affect your returns. The information set out below does not constitute taxation advice to any Noteholder, is general in
nature and limited to consideration of New Zealand taxation impacts only. Noteholders should obtain independent tax advice in
respect of their individual circumstances.

Resident Withholding Tax
If you are tax resident in New Zealand or otherwise receive payments of interest on the Notes that are subject to the resident
withholding tax (RWT) rules, RWT at the relevant rate will be deducted from interest paid or credited to you, unless you notify the
Registrar that you have RWT-exempt status (as that term is defined in the Income Tax Act 2007) and the status remains valid on the
record date for the relevant payment date.

Approved Issuer Levy
If you receive payments of interest on the Notes subject to the non-resident withholding tax rules (NRWT), an amount equal to any
approved issuer levy payable (
AIL) will be deducted from payments of interest to you in lieu of deducting NRWT (except where you
elect otherwise and Investore agrees, or AIL is not applicable under any law, in which case NRWT will be deducted at the applicable
NRWT rate).
If the AIL regime applies, Investore will apply the zero rate of AIL, if possible, and otherwise pay AIL at the applicable rate. If the AIL
regime changes, Investore reserves the right not to pay AIL. See the Trust Documents for further details.

Indemnity
If, in respect of any of your Notes, Investore becomes liable to make any payment of, or on account of, tax payable by you, then you
will be required to indemnify Investore in respect of such liability. Any amounts paid by Investore in relation to any such liability may
be recovered from you by withholding the amount from further payments to you in respect of Notes. See the Trust Documents for
further details.

General
The tax treatment applying to Notes is dependent on the particular terms of the Notes and the tax profile of the Noteholder.
Typically, Noteholders will be taxed on the interest received on the Notes, and any “gain” arising on Conversion in relation to the
increase in the value of Shares may be treated as equity. The amount attributed to equity may be a capital gain depending on each
Noteholders’ individual circumstances. However, due to the particular terms of the Notes, there is a technical risk that any gain that
might arise on Conversion (or Cash Election) relates to the debt component (and not the equity component) of the Notes, meaning it
may be required to be included as taxable income in the base price adjustment under New Zealand's "financial arrangements" rules.
Investore intends to engage with Inland Revenue officials to seek legislative change such that any gain arising on Conversion of the
Notes is attributable to the equity component of the Notes and not the debt component.
There may also be other tax consequences from acquiring or disposing of the Notes (or any Shares issued on Conversion),
and otherwise from the Conversion or cash settlement of the Notes, including under New Zealand’s “financial arrangements”
rules. If you have any queries relating to the tax consequences of the investment, you should obtain professional advice on
those consequences.
The preceding information does not constitute taxation advice to any Noteholder, is general in nature and limited to consideration of
New Zealand taxation impacts as at the date of this PDS. 
Product Disclosure Statement - Investore Property Limited
24

8. SELLING RESTRICTIONS
General
This PDS constitutes an offer of Notes to institutional investors and members of the public who are resident in New Zealand and
to certain overseas institutional investors only. Investore has not taken and will not take any action which would permit a public
offering of Notes, or possession or distribution of any offering material in respect of the Notes, in any country or jurisdiction where
action for that purpose is required (other than New Zealand).
Any information memorandum, disclosure statement, circular, advertisement or other offering material in respect of the Notes
may only be published, delivered or distributed in compliance with all applicable laws and regulations (including those of the
country or jurisdiction in which the material is published, delivered or distributed). The Notes may only be offered for sale or sold
in a jurisdiction outside of New Zealand in compliance with the selling restrictions referred to below and all applicable laws and
regulations in the applicable jurisdiction.
Set out below are specific selling restrictions that apply to an offer of the Notes in Australia. A copy of these selling restrictions
and any additional selling restrictions can be found on the Offer Register at www.companiesoffice.govt.nz/disclose, offer number
OFR13984. These selling restrictions may be modified by Investore and the Joint Lead Managers, including following a change in a
relevant law, regulation or directive. These selling restrictions do not apply to an offer of the Notes in New Zealand.
Persons into whose hands this PDS comes are, and each Noteholder is, required by Investore and the Joint Lead Managers to
comply with all applicable laws and regulations in each country or jurisdiction in or from which they purchase, offer, sell or deliver
Notes or have in their possession or distribute such offering material, in all cases at their own expense. By subscribing for or
otherwise acquiring any Notes, each investor agrees to indemnify Investore, the Supervisor, the Arranger, the Joint Lead Managers
and their respective directors, officers, employees and agents in respect of any loss, cost, liability or damages suffered or incurred
as a result of that investor breaching the selling restrictions referred to in this section.
Australia
This document and the offer of Notes are only made available in Australia to persons to whom an offer of securities can be made
without disclosure in accordance with applicable exemptions in sections 708(8) (sophisticated investors) or 708(11) (professional
investors) of the Australian Corporations Act 2001 (the Corporations Act).
This document is not a prospectus, product disclosure statement or any other formal “disclosure document” for the purposes of
Australian law and is not required to, and does not, contain all the information which would be required in a “disclosure document”
under Australian law. This document has not been and will not be lodged or registered with the Australian Securities & Investments
Commission and the Company is not subject to the continuous disclosure requirements that apply in Australia.
Prospective investors should not construe anything in this document as legal, business or tax advice nor as financial product advice
for the purposes of Chapter 7 of the Corporations Act. Investors in Australia should be aware that the offer of Notes for resale in
Australia within 12 months of their issue may, under section 707(3) of the Corporations Act, require disclosure to investors under
Part 6D.2 if none of the exemptions in section 708 of the Corporations Act apply to the re-sale.
Product Disclosure Statement - Investore Property Limited
25

9. WHO IS INVOLVED?
NameRole
Issuer
Investore Property LimitedIssuer of the Notes

Supervisor
Public TrustHolds certain covenants on trust for the benefit of the
Noteholders, including the right to enforce Investore’s
obligations under the Notes

Arranger
Forsyth Barr LimitedProvides advice and assistance to Investore in arranging the
Offer, and assists with the marketing and distribution of
the Offer

Joint Lead Managers
Forsyth Barr Limited and
Craigs Investment
Partners Limited

Assist with the marketing and distribution of the Offer
Registrar
Computershare Investor
Services Limited

Maintains the Register
Manager
Stride Investment
Management Limited
Manages Investore’s assets and its day-to-day operations
under the Management Agreement

Solicitors to Issuer
Bell GullyProvides legal advice to Investore in respect of the Offer

Solicitors to Supervisor
Dentons Kensington SwanProvides legal advice to the Supervisor in respect of the Offer

ROLE OF THE ARRANGER AND JOINT LEAD MANAGERS
This PDS does not constitute a recommendation by the Arranger, any Joint Lead Manager, or any of their respective directors,
officers, employees, agents or advisors to purchase any Notes.
The role of the Arranger in relation to the Offer is solely to provide professional assistance to Investore with arranging the Offer
and assisting with quotation of the Notes. The Joint Lead Managers will assist with the marketing and distribution of the Notes. The
Arranger and Joint Lead Managers are otherwise not involved in the Offer.
The Arranger has participated in the due diligence process for the Offer undertaken by Investore, but neither it, nor the other Joint
Lead Manager, nor their respective directors, employees, agents and advisors have independently verified the content of the PDS.
You must make your own independent investigation and assessment of the financial condition and affairs of Investore before
deciding whether or not to invest in the Notes.
Product Disclosure Statement - Investore Property Limited
26

10. HOW TO COMPLAIN
Complaints about the Notes can be directed to:
Investore Property Limited at
Level 12, 34 Shortland Street
Auckland 1010
Phone: +64 9 912 2690
admin@investoreproperty.co.nz
The Supervisor at
Public Trust
Private Bag 5902, Wellington 6140
Attention: Manager Client Services
Phone: 0800 371 471
cts.enquiry@publictrust.co.nz
The Supervisor is a member of an external, independent dispute resolution scheme operated by Financial Services Complaints
Limited (FSCL) and approved by the Ministry of Consumer Affairs.
If Investore and the Supervisor have not been able to resolve your issue, you can refer the matter to FSCL by emailing
info@fscl.org.nz, or calling FSCL on 0800 347 257, or by contacting the Complaint Investigation Officer, Financial Services
Complaints Limited, Level 4, 101 Lambton Quay, Wellington 6011.
The scheme will not charge a fee to any complainant to investigate or resolve a complaint.
Complaints may also be made to the Financial Markets Authority through their website www.fma.govt.nz.
Product Disclosure Statement - Investore Property Limited
27

11. WHERE YOU CAN FIND MORE INFORMATION
11.1 OFFER REGISTER
Further information relating to Investore and the Notes is available on the Offer Register.  The Offer Register can be accessed free
of charge at www.companiesoffice.govt.nz/disclose, offer number OFR13984.
A copy of the information on the Offer Register is available on request to the Registrar of Financial Service Providers
(email:
registrar@fspr.govt.nz).
11.2 COMPANIES OFFICE
Further information relating to Investore is also available on the public register at the Companies Office of the Ministry of
Business, Innovation and Employment.  This information can be accessed free of charge on the Companies Office website
at www.companiesoffice.govt.nz.
11.3 NZX DISCLOSURES
As Investore is listed, it makes half-yearly and annual announcements to NZX and such other announcements to comply with the
continuous disclosure rules of the Listing Rules (including as modified by any waivers, rulings or exemptions applicable to Investore)
from time to time.
You will be able to obtain all information provided to NZX in accordance with the Listing Rules free of charge by searching under
Investore's stock code "IPL" on the NZX website at www.nzx.com.
Investore has been designated as a “Non-Standard” (NS) issuer by NZX because SIML has the right to appoint two Directors to the
Board. A copy of the waivers granted by NZX in respect of Investore can be found at www.nzx.com/companies/IPL.
Further waivers granted by NZX which relate to Investore can be found at www.nzx.com/companies/SPG.
Product Disclosure Statement - Investore Property Limited
28

12. HOW TO APPLY
GENERAL OFFER
All of the Notes offered under the General Offer have been reserved for clients of the Joint Lead Managers, Primary Market
Participants and other approved financial intermediaries and institutional investors invited to participate in a bookbuild conducted
by the Joint Lead Managers and will be allocated to those persons by Investore in conjunction with the Joint Lead Managers.
There is no public pool for the Notes. This means you can only apply for Notes under the General Offer through a Joint Lead
Manager, Primary Market Participant or approved financial intermediary. You can find a Primary Market Participant by visiting
www.nzx.com/services/ market-participants/all-market-participants.
The Primary Market Participant or approved financial intermediary will:
(a)      provide you with a copy of this PDS (if you have not already received a copy);
(b)      explain what you need to do to apply for the Notes; and
(c)      explain what payments need to be made by you (and by when).

SHAREHOLDER PRIORITY OFFER
If you are an Eligible Shareholder you may apply for Notes in the Shareholder Priority Offer. Investore may, in its absolute discretion,
determine whether any application is eligible under the Shareholder Priority Offer.
If you are an Eligible Shareholder and wish to apply for Notes in the Shareholder Priority Offer:
(a)      you must apply online at www.investorenotesoffer.co.nz if you are a New Zealand Shareholder; and
(b)      you will be contacted by one of the Joint Lead Managers if you are an Australian Institutional Investor,
in each case, before 5.00pm (New Zealand time) on the Shareholder Priority Offer Closing Date.
You will be required to download a copy of this PDS as part of that online process. To complete your application in the Shareholder
Priority Offer you will need your common shareholder number (CSN).
There is no guarantee that an Eligible Shareholder will receive all of the Notes for which it has applied. Investore may, in its absolute
discretion, determine whether to accept or scale any application without giving any reason.

WHAT YOU NEED TO DO TO SELL YOUR NOTES ON THE NZX DEBT MARKET
Your financial adviser will be able to advise you as to what arrangements will need to be put in place for you to trade the Notes
(including obtaining a CSN, an authorisation code (FIN) and opening an account with a Primary Market Participant) as well as the
costs and timeframes for putting such arrangements in place.
Product Disclosure Statement - Investore Property Limited
29

13. CONTACT INFORMATION
Issuer
Investore Property Limited
Level 12
34 Shortland Street
Auckland 1010
Phone: +64 (9) 912 2690
Directors
Mike Allen (Independent Chairperson)
Gráinne Troute (Independent Director)
Adrian Walker (Independent Director)
Tim Storey (SIML Nominee Director)
Ross Buckley (SIML Nominee Director)

New Zealand legal advisers
Bell Gully
Deloitte Centre
Level 14/1 Queen Street, Auckland Central
Auckland 1010
Phone: +64 (9) 916 8800

Bell Gully Building
40 Lady Elizabeth Lane
Wellington 6140
Phone: +64 (4) 915 8800

Supervisor
Public Trust
Private Bag 5902, Wellington 6140
Attention: Manager Client Services
Phone: 0800 371 471

Legal Adviser to the Supervisor
Dentons Kensington Swan
18 Viaduct Harbour Avenue, Auckland Central,
Auckland 1142
Phone: +64 (9) 379 4196
Arranger and Joint Lead Manager
Forsyth Barr Limited
Level 23 Shortland & Fort
88 Shortland Street
Auckland 1010
Phone: 0800 367 227

Joint Lead Manager
Craigs Investment Partners Limited
Level 36 Vero Centre
48 Shortland Street
Auckland 1010
Phone: 0800 272 442

Registrar
Computershare Investor Services Limited
Level 2 159 Hurstmere Road
Takapuna Auckland 0622
Phone: +64 (9) 488 8777
Product Disclosure Statement - Investore Property Limited
30

14. GLOSSARY
$ or NZ$
New Zealand dollars.

Anchor Tenant
The primary tenant in a property, typically occupying more than 90% of the net lettable area of the
property and providing more than 90% of the rental income (but in some instances may be as low as
50% of each).

Arranger
Forsyth Barr Limited.

Australian
Institutional Investors
Persons who are (and who will be required to represent that they are):
•one of the following:
–a “sophisticated investor” within the meaning of section 708(8) of the Australian Corporations
Act 2001 (Cth); or
–a “professional investor” within the meaning of section 708(11) of the Corporations Act; and
•a “wholesale client” within the meaning of section 761G of the Corporations Act.

Bank Facility Agreement
The syndicated facilities agreement dated 9 June 2016 (as amended from time to time) made
between (among others) Investore (as borrower), the guarantors named therein and Westpac New
Zealand Limited as facility agent.

Business Day
A day on which the NZX Debt Market is open for trading.

Cash Election
An election by Investore (at its option) to pay a cash amount rather than Converting Notes (all or in
part) on a Conversion Date, where the cash amount is equivalent to the value of the Shares that would
otherwise be issued as determined under the terms of the Notes. Investore may only make such an
election if the Payment Condition is satisfied.

Closing Date
For the General Offer, 19 September 2025 at 11.00am (New Zealand time).
For the Shareholder Priority Offer, 23 September 2025 at 5.00pm (New Zealand time).

Compulsory
Acquisition Event
A Compulsory Acquisition Event will occur if any person (or persons acting jointly or in concert)
become bound, or become entitled and elect, to compulsorily acquire Shares held by minority
Shareholders, whether following a takeover offer, a scheme of arrangement or otherwise.

Contract Rental
The amount of rent payable by each tenant, plus other amounts payable to Investore by that tenant
under the terms of the relevant lease as at the specific date noted, annualised for the 12-month
period on the basis of the occupancy level for the relevant property as at the specific date noted, and
assuming no default by the tenant.

Conversion
The conversion of Notes under the Trust Documents by the issue of fully paid ordinary shares
of Investore.
Convert, Converted, Converting and Convertible have corresponding meanings.

Conversion
Announcement Date

The date that is 5 Business Days before the Conversion Date.
Conversion Date
26 September 2029.

Conversion Number
In relation to a Cash Election, the number of Shares that would be (in the absence of the Cash
Election) issued on Conversion of a holding of Notes.

Product Disclosure Statement - Investore Property Limited31

14. GLOSSARY (CONTINUED)
Conversion Price Cap
$1.56, as adjusted from time to time in accordance with the Trust Documents.

Disclose Register
The online offer register maintained by the Companies Office known as ‘Disclose’.

Distributable Profit
A non-GAAP measure which consists of profit/(loss) before income tax, adjusted for determined
non-recurring and/or non-cash items (including non-recurring adjustments for incentives payable to
anchor tenants for lease extensions) and current tax. Further information, including the calculation of
distributable profit and the adjustments to profit/(loss) before income tax, is set out in note 3.2 to
the consolidated financial statements contained in Investore’s annual report for the year ended 31
March 2025.

Early Conversion Notice
A notice provided to Noteholders via NZX in connection with a Compulsory Acquisition Event,
notifying them of their rights to Convert their Notes before the Conversion Date.

Eligible Shareholders
New Zealand Shareholders and Australian Institutional Investors who, as at 5.00pm on 5 September
2025, were recorded in Investore's share register as being a Shareholder.

Event of Default
Each event set out in clause 8 of the Series Supplement, which are summarised in section 5 of this
PDS (Key features of the Notes).

FMC Act
Financial Markets Conduct Act 2013.

General Offer
The offer of Notes made by Investore under this PDS to investors resident in New Zealand and
Australian Institutional Investors.

Inland Revenue
The New Zealand Inland Revenue Department.

Interest Payment Dates
26 March, 26 June, 26 September and 26 December in each year (or if that day is not a Business Day,
the next Business Day) until and including the Conversion Date. The first Interest Payment Date will
be 26 December 2025 but as that date is not a Business Day, the actual payment will be made on 29
December 2025 (being the next Business Day).

Interest Rate
The rate of interest per annum payable on the Principal Amount of the Notes as announced by
Investore through NZX on the Rate Set Date.

Investore or Issuer
Investore Property Limited.

Investore Group
Investore and its subsidiary Investore Property (Carr Road) Limited.

Issue Date
26 September 2025.

Joint Lead Managers
Craigs Investment Partners Limited and Forsyth Barr Limited.

Product Disclosure Statement - Investore Property Limited32

14. GLOSSARY (CONTINUED)
Large Format Retail
Investore defines large format retail as being:
•properties that have a single tenant or limited number of tenants and generally no more than 15
specialty tenants. The Anchor Tenant or tenants will occupy more than 50% of the net lettable
area of the property and provide more than 50% of the rental income, which ensures the majority
of income is contracted with nationally recognised retail companies;
•building improvements are typically large, free-standing, rectangular, generally single-floor
structures built on a concrete slab. Building improvements are straight-forward with limited
indoor common areas and public amenities thus minimising maintenance and capital
expenditure requirements;
•the properties are well serviced by car parking facilities, with most customers expected to
access the property by car;
•Anchor Tenants’ net lettable area is typically in excess of 2,000 sqm. Specialty tenants are
typically in excess of 150 sqm, although in some limited cases may be 60 sqm or less;
•uses include, but are not limited to, grocery, bulky goods retailing, factory outlets, retail and trade
hardware, general merchandise and convenience retailing;
•most leases are structured as Net Leases;
•it includes property or land that is able to be converted into large format retail real estate through
asset management activities, such as change of use, leasing, development and redevelopment
initiatives; and
•it includes property or land that is located adjacent or adjoining to existing assets, that
provides the opportunity for future redevelopment and improved returns to existing large format
retail properties.

Listing Rules
The listing rules applying to the NZX Debt Market, as amended from time to time.

Management Agreement
The management agreement between Investore and Stride Investment Management Limited dated
10 June 2016, as amended from time to time, including as proposed to be amended at the Special
Meeting as set out in the Notice of Special Meeting.

Market Price
The arithmetic average of the daily volume weighted average price of Shares traded through the NZX
Main Board on each Business Day during the period of 20 Business Days prior to (but not including)
the Conversion Announcement Date (or, in the case of Conversion before the Conversion Date, the
date falling 5 Business Days before the date of such early Conversion) and as otherwise defined in the
Series Supplement.

Master Trust Deed
The Master Trust Deed dated 2 March 2018 (as amended from time to time) between Investore and
the Supervisor pursuant to which certain securities may be issued.

Net Lease
A lease where the tenant is responsible for the property's operating expenses (rates, utilities and
insurance), and the landlord is responsible for the maintenance of the building structure, building
services and grounds maintenance.

New Zealand
Shareholder
A Shareholder resident in New Zealand whose address is recorded in Investore's share register as
being in New Zealand, unless that person holds Shares on behalf of another person who resides
outside New Zealand, and any other Shareholder who Investore considers, in its discretion, may be
treated as a New Zealand Shareholder.

Noteholder or you
A person whose name is entered as a holder of a Note in the register in respect of the Notes
maintained by the Registrar.

Notes
The notes constituted and issued pursuant to the Trust Documents and offered pursuant to this PDS.

Product Disclosure Statement - Investore Property Limited33

14. GLOSSARY (CONTINUED)
Notice of
Special Meeting
The Notice of Meeting of Investore released via NZX on or about the date of this PDS relating to the
Special Meeting.

NZX
NZX Limited.

NZX Debt Market
The debt security market operated by NZX.

NZX Main Board
The main registered market for trading equity securities operated by NZX.

Offer
The offer of the Notes made by Investore under this PDS consisting of the General Offer and the
Shareholder Priority Offer.

Offer Register
The online register maintained by the Companies Office and the Registrar of Financial Service
Providers known as "Disclose" and accessible online at www.companiesoffice.govt.nz/disclose,
offer number OFR13984.

Opening Date
16 September 2025.

PDS
This product disclosure statement.

Primary
Market Participant

Has the meaning given to that term in the NZX Participant Rules as amended from time to time.
Principal Amount
$1.00 per Note.

Rate Set Date
19 September 2025.

Register
The register in respect of the Notes maintained by the Registrar.

Registrar
Computershare Investor Services Limited.

Secured Bonds
The:
•$125 million in principal amount of senior secured fixed rate bonds issued by Investore maturing
31 August 2027 (with NZX ticker code of IPL020); and
•$125 million in principal amount of senior secured fixed rate bonds issued by Investore maturing
25 February 2027 (with NZX ticker code of IPL030). 

Security Trust Deed
The security trust deed dated 9 June 2016 made between Investore (as a Borrower), certain lenders,
transactional banks and lender affiliates, Public Trust (as Initial Bond Supervisor) and New Zealand
Permanent Trustees Limited (as Security Trustee).

Security Trustee
New Zealand Permanent Trustees Limited or such other person as may hold office as security trustee
under the Security Trust Deed from time to time.

Series Supplement
The Series Supplement relating to subordinated convertible notes due 2029 between Investore and
Public Trust dated 8 September 2025.

Shareholder
A holder of Shares.

Shareholder
Priority Offer
The offer of Notes made by Investore under this PDS which is open only to Eligible Shareholders.
Product Disclosure Statement - Investore Property Limited34

14. GLOSSARY (CONTINUED)
Shares
Ordinary shares issued by Investore.

Silverdale Centre
The Silverdale Centre located at 61 Silverdale Street, Silverdale, Auckland.

SIML or Manager
Stride Investment Management Limited.

Special Meeting
The meeting of Investore Shareholders to be held on 20 October 2025 to consider, among other
things, the potential acquisition of the Silverdale Centre by Investore and certain changes to the
Management Agreement.

Special Resolution
A resolution passed with the support of Noteholders holding not less than 75% of the aggregate
Principal Amount of Notes held by those persons voting.

Supervisor
Public Trust or such other supervisor as may hold office as supervisor under the Trust Documents
from time to time.

Tax Event
Broadly, a Tax Event will occur if there has been, or there will be, a change in New Zealand law
applying after the Issue Date, as a result of which:
•any interest payable on the Notes is not, or will not be, allowed as a deduction for the purposes of
New Zealand income tax; or
•Investore would be, or is likely to be, exposed to any other adverse tax consequence in relation to
any Notes,
provided such event is not minor and Investore did not expect such event on the Issue Date.

Trust Documents
The Master Trust Deed and, where the context requires, includes the Series Supplement.

Unpaid Interest
Interest that has accrued on the Notes but payment of which has been suspended in accordance with
clauses 3.9 – 3.14 of the Series Supplement.

Product Disclosure Statement - Investore Property Limited35

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

---

Indicative
Terms Sheet
Investore Property Limited
Up to $62,500,000 Subordinated Convertible Notes
Dated 8 September 2025
Arranger & Joint Lead ManagerJoint Lead Manager

INDICATIVE TERMS SHEET
Dated 8 September 2025
For an offer of subordinated convertible notes due 26 September 2029
This indicative terms sheet (Terms Sheet) should be read together with the Product Disclosure Statement dated 8 September
2025 (PDS) for the offer of subordinated, unsecured convertible notes by Investore Property Limited (Offer). The PDS is available
at www.investorenotesoffer.co.nz or can be obtained from the Joint Lead Managers or your usual financial adviser. Investors must
obtain a copy of the PDS before they apply for Notes.
Capitalised terms used but not defined in this Terms Sheet have the meanings given to them in the PDS.
Issuer
Investore Property Limited (Investore).

Description
Subordinated, unsecured convertible notes (the Notes).
The Notes will Convert into ordinary shares in Investore (Shares), subject to a Cash
Election by Investore as described further below.

Purpose
The net proceeds of the Offer are expected to be used to repay existing bank debt,
providing Investore with the flexibility and additional debt capacity to fund future
acquisitions, including (subject to approval by Shareholders at a special meeting to be
held on 20 October 2025) the purchase of the Silverdale Centre from Stride Property
Limited, and for general corporate purposes.

No Credit Rating
The Notes will not be rated.

Offer Amount
Up to $62.5 million.

Structure of the Offer
The Offer consists of:
•The General Offer of up to $60 million, which is open to investors resident in New
Zealand and Australian Institutional Investors.
•The Shareholder Priority Offer of up to $2.5 million, which is open only to New
Zealand Shareholders and Australian Institutional Investors who are Shareholders
as at 5.00pm on 5 September 2025 (Eligible Shareholders).
If any amount of the General Offer and/or Shareholder Priority Offer is not taken
up by the relevant Closing Date, Investore may reallocate up to a corresponding
amount to the Shareholder Priority Offer and/or General Offer (respectively) at its
absolute discretion.

How to Apply
All Notes in the General Offer have been reserved for subscription by clients of
the Joint Lead Managers, Primary Market Participants and other approved financial
intermediaries and institutional investors invited to participate in the bookbuild by the
Joint Lead Managers.
Eligible Shareholders in New Zealand may apply for Notes in the Shareholder Priority
Offer online at www.investorenotesoffer.co.nz before 5.00pm (New Zealand time) on
23 September 2025 or otherwise as set out in the PDS.
Investore reserves the right to refuse all or any part of any application for Notes under
the Offer without giving a reason.

Issue Price
$1.00 per Note, being the Principal Amount of each Note.

Term
4 years with a Conversion Date of 26 September 2029.

Indicative Terms Sheet - Investore Property Limited1

INDICATIVE TERMS SHEET (CONTINUED)
Conversion Date
26 September 2029
The Notes may Convert before the Conversion Date in some circumstances. See the
“Early Conversion” section below for further information.

Conversion
On the Conversion Date, all outstanding Notes will be Converted into Shares, subject to
the Cash Election.
The number of Shares to be issued following Conversion of each holding of Notes will
be determined by dividing their Principal Amount ($1.00 per Note) (together with any
accrued and Unpaid Interest (and any interest thereon) and less any taxes, withholdings
or deductions) by the Conversion Price, which is the lesser of:
1.the Conversion Price Cap of $1.56; and
2.a 2% discount to the Market Price (calculated as per the statement below).
The Market Price is determined based on the arithmetic average of the daily volume
weighted average price of Investore Shares traded through the NZX Main Board in the
20 Business Days prior to (but not including) the Conversion Announcement Date.
Please refer to the PDS for example scenarios of Conversion at different Market Prices.

Conversion Price Cap Adjustments
The Conversion Price Cap will be adjusted for bonus issues, rights issues, placements
or share purchase plans and divisions, consolidations or reclassifications as described
further in the PDS.
However, no adjustments will be made in respect of any actions pursuant to a dividend
reinvestment plan, any further issuances of convertible notes, or any other transactions
which may affect the price of the Shares (including, for example, any return of capital,
buy back or cash dividend paid by Investore).

Cash Election
Rather than Converting Notes, Investore may elect instead to pay a cash amount
to Noteholders at the end of the term. In this case, Noteholders would be paid an
amount equal to the Market Price multiplied by the number of Shares that would have
otherwise been issued to them on Conversion of their Notes. This means Noteholders
would receive an equivalent value to those Shares (as determined under the terms of
the Notes) and would similarly benefit from any appreciation of the Share price to the
extent the Market Price is above approximately $1.592 (being the Conversion Price
Cap of $1.56 adjusted for the effect of the 2% discount).
If Investore elects to pay a cash amount in part, the partial Cash Election will be done
on a proportionate basis and may include adjustments to take account of the effect on
marketable parcels and other logistical considerations.
Investore may only elect to pay the cash amount if it is not insolvent and no event of
default in respect of borrowed money is continuing (and Investore would not become
insolvent, and no such event of default would occur, as a result of making such
payment) (the Payment Condition).
Investore will announce whether it intends to make a Cash Election for any Notes
via NZX on or before the Conversion Announcement Date, being the date that is 5
Business Days before the Conversion Date.

Indicative Terms Sheet - Investore Property Limited
2

INDICATIVE TERMS SHEET (CONTINUED)
Early Conversion
The Notes may be Converted before the Conversion Date:
•after an Event of Default;
•at the Noteholders’ option after a Compulsory Acquisition Event; or
•at Investore’s option after a Tax Event,
as described further in the PDS.
A Compulsory Acquisition Event will occur if any person (or persons acting jointly
or in concert) become bound, or become entitled and elect, to compulsorily acquire
Shares held by minority Shareholders, whether following a takeover offer, a scheme of
arrangement or otherwise.
Broadly, a Tax Event will occur if there has been, or there will be, a change in New
Zealand law applying after the Issue Date, as a result of which:
•any interest payable on the Notes is not, or will not be, allowed as a deduction for
the purposes of New Zealand income tax; or
•Investore would be, or is likely to be, exposed to any other adverse tax
consequence in relation to any Notes,
provided such event is not minor and Investore did not expect such event on the
Issue Date.
The Cash Election does not apply to any Conversion before the Conversion Date.

Interest Rate
The sum of the Swap Rate plus the Issue Margin (which may be above or below the
Indicative Issue Margin), subject to a minimum Interest Rate.
The Interest Rate will be announced by Investore via NZX on or about the Rate
Set Date.

Indicative Issue Margin
The Indicative Issue Margin range (and minimum Interest Rate) will be announced by
Investore via NZX on the Opening Date.

Swap Rate
The 4 year swap rate determined on the Rate Set Date by Investore in consultation with
the Joint Lead Managers, according to market convention, and expressed on a quarterly
basis (rounded to 2 decimal places, if necessary, with 0.005 being rounded up).

Interest Payment Dates
Quarterly in arrear in equal amounts on 26 March, 26 June, 26 September and 26
December each year (or if that day is not a Business Day, the next Business Day)
until and including the Conversion Date. The first Interest Payment Date will be 26
December 2025 but as that date is not a Business Day, the actual payment will be
made on 29 December 2025 (being the next Business Day).
Interest payments may be suspended in certain circumstances as described below.

Interest Suspension
Payments of interest on the Notes will be suspended if Investore does not meet the
Payment Condition (as described above) in respect of such interest.
Any suspended interest payment (Unpaid Interest) will accumulate and interest will
accrue on it at the Interest Rate (compounding on each Interest Payment Date)
until paid.
Unpaid Interest is required to be paid within 5 Business Days after Investore meets the
Payment Condition. Any Unpaid Interest (including any interest thereon) will be added
to the Principal Amount on Conversion.

Indicative Terms Sheet - Investore Property Limited3

INDICATIVE TERMS SHEET (CONTINUED)
Distribution Stopper
No dividend or other return will be made to Shareholders while any interest on the
Notes is suspended.

Record Date
The record date for interest payments is 5.00pm (New Zealand time) on the date that is
10 days before the relevant Interest Payment Date or, if that is not a Business Day, the
immediately preceding Business Day.

Business Day
Days on which the NZX Debt Market is open for trading.
If a payment date is not a Business Day, Investore will make payment on the next
Business Day, but no adjustment will be made to the amount of interest payable.

Retail Brokerage
0.50% retail brokerage to be paid by Investore on retail allocations in the Offer,
plus 0.50% firm commitment fee on retail firm allocations in the General Offer
(as applicable).

ISIN
NZIPLDG001C8

Quotation
Application has been made to NZX for permission to quote the Notes on the NZX Debt
Market and all the requirements of NZX relating to that quotation that can be complied
with on or before the date of distribution of this Terms Sheet have been duly complied
with. However, the Notes have not yet been approved for trading and NZX accepts no
responsibility for any statement in this Terms Sheet. NZX is a licensed market operator,
and the NZX Debt Market is a licensed market, under the Financial Markets Conduct
Act 2013.
NZX ticker code IPLHA has been reserved for the Notes.
Investore intends that any Shares issued on Conversion of the Notes will be quoted on
the NZX Main Board.

Minimum Application Amount
General Offer: $5,000, and multiples of $1,000 thereafter.
Shareholder Priority Offer: $1,000, and multiples of $1,000 thereafter.

Governing Law
New Zealand.

Arranger
Forsyth Barr Limited.

Joint Lead Managers
Craigs Investment Partners Limited and Forsyth Barr Limited.

Supervisor
Public Trust.

Securities Registrar
Computershare Investor Services Limited.

Indicative Terms Sheet - Investore Property Limited4

INDICATIVE TERMS SHEET (CONTINUED)
Documentation
The terms of the Notes and other key terms of the Offer are set out in:
•the Product Disclosure Statement dated 8 September 2025 for the Offer of
the Notes;
•the Master Trust Deed dated 2 March 2018 between Investore and the
Supervisor; and
•the Series Supplement dated 8 September 2025 between Investore and
the Supervisor.
The Series Supplement modifies the application of the Master Trust Deed to the Notes
as unsecured, subordinated obligations of the Issuer by amending or replacing certain
provisions (including those relating to events of default) and disapplying the negative
pledge and negative covenants relating to distributions and changes to the business.
Pursuant to the Master Trust Deed, certain provisions of that document do not apply to
unsecured notes (such as the loan to value ratio).
You should read these documents. Copies may be obtained from the Disclose Register
for the Notes at www.companiesoffice.govt.nz/disclose (OFR13984).

Selling Restrictions
General
Investore does not intend that the Notes be offered for sale, and no action has been
taken or will be taken to permit a public offering of Notes, in any jurisdiction other
than New Zealand. Notes may only be offered for sale or sold in conformity with all
applicable laws and regulations in any jurisdiction in which they are offered, sold or
delivered. This Terms Sheet may not be published, delivered or distributed in or from
any country other than New Zealand.
By subscribing for or otherwise acquiring any Notes, you agree to indemnify, among
others, Investore, the Manager, the Supervisor, the Arranger and the Joint Lead
Managers for any loss suffered as a result of any breach by you of the selling
restrictions referred to in this Terms Sheet.
Australia
This document and the offer of Notes are only made available in Australia to persons
to whom an offer of securities can be made without disclosure in accordance
with applicable exemptions in sections 708(8) (sophisticated investors) or 708(11)
(professional investors) of the Australian Corporations Act 2001 (the Corporations Act).
This document is not a prospectus, product disclosure statement or any other formal
“disclosure document” for the purposes of Australian law and is not required to,
and does not, contain all the information which would be required in a “disclosure
document” under Australian law. This document has not been and will not be lodged or
registered with the Australian Securities & Investments Commission and the Company
is not subject to the continuous disclosure requirements that apply in Australia.
Prospective investors should not construe anything in this document as legal, business
or tax advice nor as financial product advice for the purposes of Chapter 7 of the
Corporations Act. Investors in Australia should be aware that the offer of Notes for
resale in Australia within 12 months of their issue may, under section 707(3) of
the Corporations Act, require disclosure to investors under Part 6D.2 if none of the
exemptions in section 708 of the Corporations Act apply to the re-sale.

Indicative Terms Sheet - Investore Property Limited
5

INDICATIVE TERMS SHEET (CONTINUED)
Important Dates
Opening Date for the General Offer
and Shareholder Priority Offer

16 September 2025
Closing Date for the General Offer
11.00am on 19 September 2025

Rate Set Date
19 September 2025

Closing Date for the Shareholder
Priority Offer

5.00pm on 23 September 2025
Issue Date and allotment date
26 September 2025

Expected Quotation on NZX
Debt Market

29 September 2025
Conversion Announcement Date
5 Business Days before the Conversion Date. On the Conversion Announcement
Date, Investore will announce the final Conversion Price. On or before the
Conversion Announcement Date, Investore will announce whether it intends to make a
Cash Election.

Conversion Date
26 September 2029

The dates set out in this Terms Sheet are indicative only and are subject to change. Investore may, in its absolute discretion and
without notice, vary the timetable (including by opening or closing the Offer described in this Terms Sheet early, accepting late
applications and extending the Closing Date). If the Closing Date is extended, subsequent dates may be extended accordingly.
Investore reserves the right to cancel the Offer described in this Terms Sheet and the issue of the Notes, in which case all
application monies received will be refunded (without interest) as soon as practicable.
Any internet site addresses provided in this Terms Sheet are for reference only and, except as expressly stated otherwise, the
content of any such internet site is not incorporated by reference into, and does not form part of, this Terms Sheet.
Investors should seek qualified, independent financial and taxation advice before deciding to invest. In particular, investors should
consult their tax adviser in relation to their specific circumstances. Investors will be personally responsible for all tax return filing
obligations in respect of their investment in the Notes, compliance with the financial arrangements rules (if applicable) and payment
of provisional or terminal tax (if required) on interest derived.
For further information regarding Investore, visit www.nzx.com/companies/IPL.
Indicative Terms Sheet - Investore Property Limited
6

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

---

Presentation relating to
Subordinated Convertible Notes and
Special Meeting of Shareholders
8 September 2025
Arranger & Joint Lead Manager
Joint Lead Manager

This presentation has been prepared by Investore Property Limited (IPL or Investore) in relation to the offer of subordinated, unsecured,
convertible notes (Notes). Alongside this presentation, Investore has lodged a Product Disclosure Statement dated 8 September 2025
(PDS) with the Registrar of Financial Service Providers in New Zealand (Registrar) and made available the information on the register of
offers of financial products administered by the Registrar (Register Entry) (the PDS and the Register Entry, together the Offer
Materials) in respect of the offer of Notes (the Offer).
The Offer Materials contain details of the Offer and other material information in relation to the Offer and should be read carefully and in
full before any investment decision is made. The Offer Materials and this presentation should be read in conjunction with Investore’s 2025
annual report, market releases and other periodic and continuous disclosure announcements, which are available at www.nzx.com under
the ticker code "IPL".
A copy of the PDS is available through www.business.govt/disclose, offer number (OFR13984) or by contacting one of the Joint Lead
Managers. No applications will be accepted or money received unless the applicant has been given the PDS. Capitalised terms used in
this presentation but not defined bear the meaning given to that term in the PDS.
Investore has also released a Notice of Special Meeting (accompanied by an Independent Appraisal Report) for the Special Meeting of
Shareholders to be held on 20 October 2025 in connection with the Silverdale Centre acquisition, the Silverdale Centre Letter, the
Management Agreement amendments and the ratification of the issuance of the Notes (Special Meeting). The Notice of Special Meeting
and Independent Appraisal Report are available on Investore's website (www.investoreproperty.co.nz), under "Special Meeting" and
should be read carefully and in full.
Information
The information in this presentation is provided for general information purposes only and does not purport to be complete or
comprehensive and does not constitute financial product, investment, tax or other advice, nor does it constitute a recommendation from
Investore, the Supervisor, the Arranger, the Joint Lead Managers or any of their respective shareholders, directors, officers, employees,
affiliates, agents or advisors to subscribe for or purchase the Notes, or vote at the Special Meeting. The information in this presentation is
summary in nature and is necessarily brief. No representation or warranty, express or implied, is made as to the accuracy, reliability,
completeness, correctness or currency of the information, statements, estimates, projections, targets, opinions or forecasts, or as to the
reasonableness of any assumptions, any of which may change without notice to you, contained in this presentation.
Investment risk
This presentation does not take into account your investment objectives, financial situation or particular needs and you should consult
with your financial and other advisors before any investment decision is made. An investment in the Notes or other securities in Investore
is subject to investment and other known and unknown risks, many of which are difficult to predict and are beyond the control of Investore.
Refer to section 6 of the PDS (Risks of investing) for a non-exhaustive summary of certain key risks associated with Investore and the
Notes. No guarantee is given regarding the performance of Investore or any return on the Notes or any other securities of Investore.
Forward-looking statements
This presentation may contain certain 'forward-looking statements' such as indications of, and guidance on, future earnings and financial
position and performance. Such forward-looking statements are not guarantees or predictions of future performance and involve known
and unknown risks, significant uncertainties, assumptions, contingencies, and other factors, many of which are beyond the control of
Investore and may involve significant elements of subjective judgement and assumptions as to future events which may or may not be
correct. Such forward-looking statements speak only as of the date of this presentation. Investore undertakes no obligation to update
these forward-looking statements for events or circumstances that occur subsequent to such dates or to update or keep current any of the
information contained in this presentation. Any estimates, projections or opinions as to events that may occur in the future (including
projections of revenue, expense, net income and performance) are based upon the best judgement of Investore from the information
available as of the date of this presentation. Actual results may vary from the projections and such variations may be material. You are
cautioned not to place undue reliance on forward-looking statements.
Forward-looking figures in this presentation are unaudited and may include non-GAAP (generally accepted accounting practice) financial
measures and information. Not all of the financial information (including any non-GAAP information) will have been prepared in
accordance with, nor is it intended to comply with: (i) the financial or other reporting requirements of any regulatory body or any applicable
legislation; or (ii) the accounting principles generally accepted in New Zealand or any other jurisdiction or with International Financial
Reporting Standards. Some figures may be rounded and so actual calculation of the figures may differ from the figures in this
presentation. Non-GAAP financial information does not have a standardised meaning prescribed by GAAP and therefore may not be
comparable to similar financial information presented by other entities. Non-GAAP financial information in this presentation is not audited
or reviewed.
Past performance
Past performance information provided in this presentation is given for illustrative purposes only and should not be relied on as (and is
not) a promise, representation, warranty or guarantee as to the past, present or future performance of Investore. No guarantee of future
returns is implied or given.
Not an offer
This presentation is not, and should not be construed as, an offer to sell or, a solicitation of an offer to buy, the Notes and may not be
relied on in connection with any purchase of Investore's securities. It shall not form the basis of or be relied on by you to make an
investment decision, nor shall this presentation or any information communicated in it form the basis of any contract or commitment to
purchase or transfer any securities. The distribution of this presentation, and the offer or sale of Notes, may be restricted by law in certain
jurisdictions. Persons who receive this presentation outside New Zealand must inform themselves about and observe all such restrictions.
Nothing in this presentation is to be construed as authorising its distribution, or the offer or sale of Notes, in any jurisdiction other than
New Zealand or in accordance with applicable laws.
Notes may not be offered or sold, directly or indirectly, and neither this presentation nor any other offering material may be distributed,
delivered or published, in any jurisdiction except with the prior consent of Investore and under circumstances that will result in compliance
with any applicable laws or regulations.
Not financial product advice
This presentation is not, and does not constitute, legal, financial, tax, accounting, financial product or investment advice or a
recommendation to acquire Investore’s securities (including the Notes) and has been prepared without taking into account the objectives,
financial situation or needs of individuals.
Disclaimer
None of Investore, Stride Investment Management Limited, the Supervisor, the Arranger, the Joint Lead Managers and their related
companies and affiliates including, in each case, their respective shareholders, directors, officers, employees, affiliates, agents and
advisers, as the case may be (Specified Persons) have independently verified or will verify any of the content of this presentation and
none of them are under any obligation to you if they become aware of any change to or inaccuracy in the information in this presentation.
To the maximum extent permitted by law, each Specified Person disclaims and excludes all liabilities for any direct or indirect loss,
damage or other consequence (whether foreseeable or not) suffered by any person as a result of their participation in the Offer or from the
use of or reliance on the content of this presentation, from refraining from acting because of anything contained in or omitted from this
presentation or otherwise arising in connection with it (including for negligence, default, misrepresentation or by omission and whether
arising under statute, in contract or equity or from any other cause). To the maximum extent permitted by law, no Specified Person makes
any representation, recommendation or warranty, either express or implied, regarding the accuracy, fairness, reliability, adequacy,
reasonableness, currency or completeness of, the information contained in this presentation or in any further information, notice or other
document which may at any time be supplied in connection with the Notes. You agree that you will not bring any proceedings against or
hold or purport to hold any Specified Person liable in any respect for this presentation or the information in this presentation and waive
any rights you may otherwise have in this respect.
The Joint Lead Managers and their respective directors, officers, employees and agents have not authorised or caused the issue of, or
made any statement in, any part of this presentation. This presentation does not constitute financial advice or a recommendation from any
Joint Lead Manager or any of their respective directors, officers, employees, agents or advisers to purchase, any Notes. You must make
your own independent investigation and assessment of the financial condition and affairs of Investore before deciding whether or not to
invest in the Notes.
NZX
Investore will take any necessary steps to ensure the Notes are, immediately after issue, quoted on the NZX Debt Market. Application
has been made to NZX for permission to quote the Notes on the NZX Debt Market and all the requirements of NZX relating to this that can
be complied with on or before the date of this presentation have been complied with. However, the Notes have not yet been approved for
trading and NZX accepts no responsibility for any statement in this presentation. NZX is a licensed market operator and the NZX Debt
Market is a licensed market, each regulated under the Financial Markets Conduct Act 2013. Investore has been designated as a "Non-
Standard" (NS) issuer by NZX.
General
For purposes of this Important Notice and Disclaimer, "presentation" shall mean the slides, any oral presentation of the slides by Investore
any question-and-answer session that follows that oral presentation, hard copies of this document and any materials distributed at, or in
connection with, that presentation.
The information and opinions contained in this presentation are provided as at the date of this presentation and are subject to change
without notice. Subject to any obligations that may arise under the Financial Markets Conduct Act 2013, none of Investore, the Arranger
nor the Joint Lead Managers accept any responsibility or obligation to inform you of any matter arising or coming to their notice, after the
date of this presentation, which may affect any matter referred to in this presentation.
Acceptance
By attending or reading this presentation, you agree to be bound by the foregoing limitations and restrictions and, in particular, will be
deemed to have represented, warranted, undertaken and agreed that: (i) you have read and agree to comply with the contents of this
Important Notice and Disclaimer; (ii) you are permitted under applicable laws and regulations to receive the information contained in this
presentation; (iii) you will base any investment decision in respect of the Notes solely on the Offer Materials and other information
released by Investore via NZX; and (iv) you agree that this presentation may not be reproduced in any form or further distributed to any
other person, passed on, directly or indirectly, to any other person or published, in whole or in part, for any purpose.
Important Notice and Disclaimer
2
Investore Property Limited | Presentation relating to Subordinated Convertible Notes and Special Meeting of Shareholders

Introduction4
Overview of the Offer5
Business Overview and Highlights6
Silverdale Centre Acquisition12
Financial Overview19
Subordinated Convertible Notes
Offer
25
Management Agreement
Amendments
31
Appendix39
Contents
3
Woolworths, Waimakariri Junction
Investore Property Limited | Presentation relating to Subordinated Convertible Notes and Special Meeting of Shareholders

Introduction
4
Silverdale Centre acquisition
•In addition, Investore has entered into a conditional contract to purchase the Silverdale Centre for
$114m, with an initial yield of 6.8%, from Stride Property Limited (SPL). This is a material transaction
with a related party requiring Shareholder approval. If approved, the acquisition will be funded by bank
debt. Investore’s bank debt facilities have been increased by $100m, subject to the acquisition
proceeding
Amendments to the Management Agreement
•Investore is also seeking Shareholder approval to certain amendments to the Management Agreement
with its Manager, Stride Investment Management Limited (SIML), including the expansion of the
investment mandate to broaden Investore’s investment scope to include convenience-based retail
(CBR) properties, an amendment of building management fees to align with market practice for
properties of this nature, and assigning the responsibility for the treasury policy to the Board
Offer of subordinated convertible notes
•Investore has lodged a Product Disclosure Statement for an offer of up to $62.5m of subordinated
convertible notes (Notes) with a 4 year term. The Notes will provide Investore with strategic capital
management benefits and enable investors to receive a fixed return during the term of the Notes and
potentially share in upside from share price growth
1
. The net proceeds of the Notes will be used to
repay existing bank debt
1.As determined under the terms of the Notes and subject to rounding and variance between the Market Price and the Share price on the Conversion Date.
Investore today announces a set of initiatives that align with its strategic focus of targeted growth, portfolio
optimisation and proactive capital management to optimise long-term returns for its Shareholders:
Investore Property Limited | Presentation relating to Subordinated Convertible Notes and Special Meeting of Shareholders

Up to $62.5m4 yearsSubordinated convertible notes
Including up to $2.5m Shareholder Priority
Offer
Term until Conversion DateRanks below senior debt and above equity
(before Conversion
1
)
IPLHACapital managementPotential equity upside/discount
Application has been made to NZX for
permission to quote the Notes on the NZX
Debt Market
Additional capacity to fund future
acquisitions
Through Conversion into ordinary shares or
cash equivalent
2
Overview of the Offer
5
1.Shares issued on Conversion will rank equally with all other Shares on issue and behind all other claims on Investore.
2.As determined under the terms of the Notes and subject to rounding and variance between the Market Price and the Share price on the Conversion Date. Investore may elect to pay a cash amount to Noteholders at
the end of the term equal to the Market Price of the Shares that would otherwise have been issued to them.
Investore Property Limited | Presentation relating to Subordinated Convertible Notes and Special Meeting of Shareholders

Business Overview and Highlights
6
Investore Property Limited | Presentation relating to Subordinated Convertible Notes and Special Meeting of Shareholders
Bunnings, Westgate

About Investore
Investore Property Limited | Presentation relating to Subordinated Convertible Notes and Special Meeting of Shareholders
7
Investore is the only NZX listed property company with a specialised investment focus on large format retail
properties (LFR) and, if approved by Shareholders, convenience-based retail
Investment Portfolio characteristics
1
•$1.0bn portfolio comprises 43 LFR properties including 31
standalone supermarket / hardware stores and 12 multi-
tenanted properties around NZ
•Weighted towards non-discretionary, everyday needs retail
tenants which are resilient across varying market conditions
•Investore is NZ’s largest landlord for Woolworths and
Bunnings
•Lower total occupancy costs for tenants compared with
other forms of retail. The current portfolio’s total occupancy
cost is ~$300 per sqm
•Large underlying landholdings with ~43% weighted average
site coverage located in key locations underpins valuations
•Smaller average asset size of $23m means assets are
more liquid
Strategic focus
•Targeted growth
•Focus on acquisitions and developments in
key metro locations, while continuing to
enhance portfolio scale, tenant diversification
and growth outlook
•Portfolio optimisation
•Collaborate with tenants to expand and
improve existing properties
•Recycle capital into further strategically aligned
investment opportunities over time
•Proactive capital management
•Focus on maintaining high levels of fixed rate
debt and a steady debt maturity profile
•Greater diversification of capital sources
enables Investore to optimise its cost of capital
and manage financing risk
1.Metrics are as at 31 March 2025, pro forma for the acquisition of Bunnings New Lynn and the disposal of
Woolworths Browns Bay. Does not include the Silverdale Centre acquisition.

Investment Portfolio metrics
1
Capital management
4.1%
Weighted average
cost of debt
as at 31 Mar 25
74%
Debt hedged or subject to
a fixed rate of interest
as at 31 Mar 25
39.4%
Pro forma LVR
1
$225m
Bank debt facilities are
classified as green loan
facilities
$1.0bn
Portfolio valuation
99.0%
Occupancy by area
6.3%
WACR
6.7 years
WALT
87%
Anchor tenants by
Contract Rental
6.5%
Initial yield
1.Portfolio metrics and pro forma LVR are as at 31 March 2025, pro forma for the acquisition of Bunnings
New Lynn and the disposal of Woolworths Browns Bay. Does not include the Silverdale Centre acquisition
or issue of the Notes.
8
Investore Property Limited | Presentation relating to Subordinated Convertible Notes and Special Meeting of Shareholders

Investore’s portfolio is primarily located in highly populated urban areas such as Auckland, Wellington, Canterbury, Waikato
and the Bay of Plenty, anchored by high quality tenants which represent 87% of Contract Rental
Geographic location by Investment Portfolio value
1
Anchor tenant concentration by Contract Rental
1
North Island
South Island
Strategically located portfolio
9
59%
21%
3%
3%
2%
Woolworths
Bunnings
Mitre 10
Briscoes
Group
Foodstuffs
1.Metrics are as at 31 March 2025, pro forma
for the acquisition of Bunnings New Lynn and
the disposal of Woolworths Browns Bay. Does
not include the Silverdale Centre acquisition.
Investore Property Limited | Presentation relating to Subordinated Convertible Notes and Special Meeting of Shareholders
42%
15%
11%
8%
9%
13%
2%
85%
15%
AucklandWellingtonBay of PlentyOther North Island
WaikatoCanterbury & OtagoOther South Island

Transactions summary
Assets
divested
Assets
acquired
Proposed
Silverdale
Centre
acquisition
Value of properties in key metro locations$(49)m+$94m
1
$114m
Value of properties in regional areas$(54)m--
Gross transactions$(104)m$94m$114m
Blended initial yield6.0%6.2%6.8%
Average asset age24 years8 years13 years
10
1.The purchase price of Bunnings Westgate was $51m cash, with a further $3.5m of Investore shares that may be issued as part consideration to the vendor, with shares equal to this value being issued on 1 December 2025 if the
value of Investore’s NTA per share as at 30 September 2025 increases by at least 44% from a base NTA per share of $1.57 as at 31 March 2024. For more information see note 1.8 to the FY25 consolidated financial statements.
2.Metrics are as at 31 March 2025, pro forma for the acquisition of Bunnings New Lynn and the disposal of Woolworths Browns Bay. Does not include the Silverdale Centre acquisition.
Investore has successfully executed approximately $200m of transactions over the past year including disposals at a
combined premium to book value. Capital from the disposals is being recycled to acquire properties that exhibit strong
growth fundamentals over the medium to long term
Improving portfolio through asset recycling
Investore Property Limited | Presentation relating to Subordinated Convertible Notes and Special Meeting of Shareholders
✓Four older supermarket properties
divested at a ~4% blended premium
to pre-disposal book value, which
validates independent valuations and
NTA. The share price is currently
trading at a 25-30% discount to NTA
✓Two newer Auckland Bunnings
properties acquired have a
structured rental growth profile
✓The pro forma
2
Auckland
concentration by Investment Portfolio
value increased from 37% to 42%,
and Woolworths concentration by
Contract Rental reduced from 64%
to 59%, from 31 Mar 24

Reducing scope 1 emissions with the replacement of all air conditioning
units using R22 refrigerant with a low global warming alternative. Investore
is targeting to spend ~$3m across FY26 and FY27
Reducing scope 3 emissions through tenant-related programmes including
continued contributions towards tenant LED lighting upgrades and
exploring installation of solar panels
$251m of properties classified as green for the purposes of
Investore’s green loans, demonstrating the sustainability credentials of
Investore’s portfolio
Sustainability initiatives
11
Investore Property Limited | Presentation relating to Subordinated Convertible Notes and Special Meeting of Shareholders

Silverdale Centre Acquisition
12
Investore Property Limited | Presentation relating to Subordinated Convertible Notes and Special Meeting of Shareholders
Silverdale Centre

Silverdale Centre overview
13
•The Silverdale Centre is an open-air retail centre with 980 on-grade carparks and is situated on
a 7.05ha landholding in the Town Centre Zone
•The property is fully leased with 39 tenants, including anchors Woolworths and
The Warehouse, and introduces new tenants into the portfolio such as Chemist Warehouse,
Noel Leeming and Macpac
•Its catchment is projected to grow 48% between 2023 and 2048
2
, underpinning the long-term
growth potential of the Centre and wider location
•The acquisition increases Investore’s Auckland concentration
3
to 48% by Investment Portfolio
value, and reduces the Woolworths and Bunnings concentration
3
to 54% and 18%, respectively
Silverdale Centre metrics
Purchase price

$114m
Annualised net income$7.8m
Initial yield6.8%
Property 10 year IRR
4
8.2%
WALT4.0 years
NLA~23,000sqm
Site coverage~33%
Occupancy100%
Investore has entered into a conditional contract
1
to purchase the Silverdale Centre for $114m from Stride
Property Limited, with settlement expected to occur on 31 Oct 25
1.The agreement remains subject to Investore’s Board approval and Shareholder approval at the Special Shareholder Meeting to be held on 20 October 2025.
2.Colliers, “Retail Catchment Analysis Silverdale Centre”, November 2023.
3.Metrics are as at 31 March 2025, pro forma for the acquisition of Bunnings New Lynn, the disposal of Woolworths Browns Bay and the Silverdale Centre
acquisition.
4.Based on the independent valuation from Jones Lang Lasalle Limited (JLL).
Silverdale Centre
Investore Property Limited | Presentation relating to Subordinated Convertible Notes and Special Meeting of Shareholders

Strategic alignment
Targeted growth
•$1.1bn Investment Portfolio value post
transaction
1
, an increase of 12%
•Located in a fast-growing catchment in the
Auckland region projected to grow 48%
2
from
2023 to 2048
•Diversification of tenant mix, with new nationally
recognised retailers including Chemist
Warehouse, The Warehouse and Noel Leeming
•Introduction of 32 new tenants to the Investore
portfolio
•87% of Silverdale Centre Contract Rental is
subject to structured or market-based rent
reviews, underpinning the growth outlook
1.31 March 2025 Investment Portfolio value, pro forma for the acquisition of Bunnings New Lynn and the disposal of
Woolworths Browns Bay, and the Silverdale Centre acquisition.
2.Colliers, “Retail Catchment Analysis Silverdale Centre”, November 2023.
Silverdale Centre
Investore Property Limited | Presentation relating to Subordinated Convertible Notes and Special Meeting of Shareholders
14

Acquisition process overview
•As this is a related party acquisition, the acquisition process was
managed by the Independent Directors and negotiated on an
arm’s length basis
•The property has been inspected by Investore, its technical
advisor and Jones Lang LaSalle Limited (JLL), an independent
valuer appointed as part of the Silverdale Centre acquisition
process. Legal documentation relating to the property such as
the title, leases and the Land Information Memorandum (LIM)
report have been reviewed by Investore’s independent legal
advisors
•An independent valuation from JLL supports the acquisition price
•Northington Partners in their Independent Appraisal Report (IAR)
dated 8 Sep 25, conclude that the purchase consideration and
associated terms are fair to non-associated shareholders
•The agreement remains subject to Shareholder approval at the
Special Shareholder Meeting on 20 Oct 25
Silverdale Centre acquisition
Silverdale Centre
Investore Property Limited | Presentation relating to Subordinated Convertible Notes and Special Meeting of Shareholders
15

59%
21%
3%
3%
2%
0%
13%
54%
18%
3%
3%
2%
3%
18%
Woolworths
Bunnings
Mitre 10
Briscoes Group
Foodstuffs
The Warehouse Group
Other
Portfolio benefits
Portfolio
summary
31 Mar 25
pro forma
1
Silverdale
Centre
Pro forma
Silverdale Centre
acquisition
Investment Portfolio value$984m$114m$1,098m
Number of properties 43144
Number of tenants14239181
WALT (years)6.74.06.5
WACR6.3%6.8%6.3%
Initial yield6.5%6.8%6.6%
Occupancy (by NLA)99.0%100%99.1%
Anchor tenant concentration by Contract Rental
•Enhanced scale, increasing Investore’s
Investment Portfolio by approximately 12%
to $1.1bn on a pro forma basis. This scale
expansion is expected to support a reduction
in management and administration costs
as a percentage of total assets (i.e. a
lower management expense ratio)
•Improved tenant diversification, reducing
Investore’s reliance on Woolworths from 59%
1

to 54% of Contract Rental and introduction of
32 new retailers to the portfolio
•Initial yield of 6.8% being above the current
portfolio of 6.5%
1
•WALT would reduce by ~2 months to
6.5 years, remaining among the top three
longest WALTs in the NZX-listed property
sector
•Increased exposure to Auckland, a key
metro location, rising from 42%
1
to 48% by
Investment Portfolio value
31 Mar 25 pro forma
1
Pro forma Silverdale
Centre acquisition
1.Metrics are as at 31 March 2025, pro forma for the acquisition of Bunnings New Lynn and the
disposal of Woolworths Browns Bay. Does not include the Silverdale Centre acquisition.
Investore Property Limited | Presentation relating to Subordinated Convertible Notes and Special Meeting of Shareholders
16

Financial impact
Financial impact of the Silverdale Centre acquisition
•The acquisition will enhance Investore’s rental income growth profile,
with 57% of Contract Rental at Silverdale Centre subject to
structured rent reviews, and a further 30% subject to market-based
rent reviews. This is expected to support Distributable Profit growth
over time
•The Silverdale Centre acquisition will be funded by bank debt, and,
together with the Notes issuance, the LVR increases marginally from
39.4% to 40.2% on a pro forma basis
1
•If the Management Agreement amendments are not approved at the
Special Meeting, the Silverdale Centre acquisition will not occur
unless the Silverdale Centre Letter is approved. In such case, SIML
will be paid the relevant additional fees in respect of managing the
Silverdale Centre under the Silverdale Centre Letter
2
•Any additional fees payable to SIML in respect of the Silverdale
Centre would be the same, whether payable under the amended
Management Agreement or the Silverdale Centre Letter. The current
annual cost to Investore of these additional fees (net of recoveries
from tenants) is estimated to be approximately $134k
2
•Overall, the Silverdale Centre acquisition is expected to increase
Investore’s Distributable Profit, with an accretion of approximately
3.0%
2
in the first year of ownership
1.31 March 2025 LVR, pro forma for the acquisition of Bunnings New Lynn and the disposal of Woolworths Browns Bay, the net proceeds
of the Notes issuance assuming $62.5m is raised, and the acquisition of the Silverdale Centre.
2.Refer to the Notice of Special Meeting dated 8 September 2025 for more information.
Silverdale Centre
Investore Property Limited | Presentation relating to Subordinated Convertible Notes and Special Meeting of Shareholders
17

Continued portfolio optimisation
•Disposal of Woolworths Browns Bay for $24.4m, representing a
4.9% premium to book value, with proceeds available to be
recycled into other opportunities
•Initial yield for the Silverdale Centre of 6.8% compares favourably
with the initial yield of Browns Bay disposal of 5.4%
•Further portfolio repositioning to be explored post settlement
Proactive capital management
•Convertible Notes provide access to a new source of capital,
resulting in greater funding diversification
•Post transaction pro forma LVR
1
expected to be 40.2%
•8.2% projected unlevered property return
2
from the Silverdale
Centre acquisition to exceed Investore’s weighted average
cost of capital
•Supports goal of maximising total returns to Shareholders
over the medium to long term that are resilient across varying
market conditions
Strategy execution
Investore Property Limited | Presentation relating to Subordinated Convertible Notes and Special Meeting of Shareholders
18
1.31 March 2025 LVR, pro forma for the acquisition of Bunnings New Lynn and the disposal of Woolworths Browns Bay, the net proceeds
of the Notes issuance assuming $62.5m is raised, and the acquisition of the Silverdale Centre.
2.Based on the independent valuation from JLL.

Financial Overview
19
Investore Property Limited | Presentation relating to Subordinated Convertible Notes and Special Meeting of Shareholders
Bunnings, New Lynn

Financial performance
1.Excludes lease liabilities and the value of rental guarantee receivable in relation to Bunnings Westgate.
20
Investore continues to deliver resilient earnings, and has
implemented strategies of portfolio optimisation and
targeted growth through a number of transactions
intended to position the portfolio to capture future growth
opportunities and enhance its rental growth profile
•Resilient operating earnings during FY25, with net
rental income of $62.3m (+1.6% on FY24), and profit
before other income/(expense) and income tax at
$35.2m in line with FY24
•ICR has averaged 3.1x since IPO, comfortably above
the 1.75x covenant threshold
•Net gain in fair value of $12.2m or 1.3% during FY25
1
3.4x
3.2x
2.9x
2.7x
3.1x
3.7x
3.2x
2.9x
2.8x
FY17FY18FY19FY20FY21FY22FY23FY24FY25
ICR over time
ICR covenant (1.75x)
Investore Property Limited | Presentation relating to Subordinated Convertible Notes and Special Meeting of Shareholders

39.4%
40.2%
(6.1)%
+6.8%
41.8%
31.3%
26.8%
29.5%
36.5%
40.8%
38.5%
LVR over time
Mar 23
Mar 24
Mar 25
Pro
forma
1
Pro
forma
Silverdale
Centre
acquisition
Notes
Bank covenant (currently 60%)
Long term target of 30-40%
Mar 22
Mar 19
Mar 21
Mar 20
Investore’s financial policies
21
Dividend policy
•Distributable Profit is presented to enable investors
to see an earnings measure more closely aligned to
Investore’s underlying and recurring earnings from
its operations
•Investore targets a cash dividend that is between
80-100% of Distributable Profit
•Over FY21-FY25 the DPPS payout ratio has
averaged 91.4% (96.7% AFFO payout ratio)
Financial risk management policy
•Investore targets a spread maturity profile ensuring
maturity/facility expiry dates do not fall due at one time or
within the next 12 months
•Investore’s banks have approved increasing the LVR covenant
from 55% to 60%, the bond covenant remains at 65%. The
Board has a target of 30-40% over the long term
•ICR for FY25 was 2.8x, well above the banking covenant of
1.75x
•Investore has a hedging policy in place to ensure risks of
volatility in interest rates are managed
60%
65%
70%
75%
80%
85%
90%
95%
100%
5.00
5.50
6.00
6.50
7.00
7.50
8.00
8.50
9.00
FY21FY22FY23FY24FY25
Payout ratio
Cents per share
Financial year
Distributable Profit and dividend paid per share
Dividend paid Distributable Profit retained Payout ratio
Investore Property Limited | Presentation relating to Subordinated Convertible Notes and Special Meeting of Shareholders
1.As at 31 March 2025, pro forma for the acquisition of Bunnings New Lynn and the disposal of Woolworths Browns Bay. Does
not include the Silverdale Centre acquisition or issue of the Notes.

$130m
$95m
$125m $125m
$100m
$62.5m
FY26FY27FY28FY29FY30FY31
Debt maturity profile
Bank facilitiesRetail bondsAdditional banking facilitiesNotes
Offer rationale and benefits
22
Rationale
•Provides Investore with access to a new source of capital,
resulting in greater funding diversification and enabling
Investore to achieve targeted growth
•8.2% projected unlevered property return
1
from the
Silverdale Centre acquisition to exceed Investore’s
weighted average cost of capital
•At the Conversion Date, Investore has the flexibility to
convert or repay the Notes in cash depending on the
progress on further asset recycling and other available
funding options
Benefits
•Pro forma LVR
2
increases marginally from 39.4% to 40.2%
post issuance and acquisition of the Silverdale Centre, as
measured under borrower covenant which disregards
unsecured debt (including the principal amount of the
Convertible Notes). The bank covenant is 60%
•Weighted average debt maturity of 3.4 years post Notes
issuance
3
and $100m additional facility
1.Based on the independent valuation from JLL.
2.31 March 2025 LVR, pro forma for the acquisition of Bunnings New Lynn and the disposal of Woolworths Browns Bay,
the net proceeds of the Notes issuance assuming $62.5m is raised, and the acquisition of the Silverdale Centre.
3.Assumes $62.5m of Notes is raised.
Investore Property Limited | Presentation relating to Subordinated Convertible Notes and Special Meeting of Shareholders
Bank debt
51%
Retail bonds
39%
Notes
10%
Debt capital funding post issue of Notes
3

100.0%
99.8%
99.9%99.9%
99.7%
99.1%
99.7%
99.5%
99.1%
99.0%
IPOMar 17Mar 18Mar 19Mar 20Mar 21Mar 22Mar 23Mar 24Mar 25
Resilient income
23
•Investore’s significant exposure to long WALT, non-
discretionary retail has resulted in a historically high and
stable level of portfolio Occupancy throughout market
cycles
•The level of expiries is also low over the short to medium
term, with an average of 3.5% p.a. Contract Rental
expiring over the coming four years
•The Notes would also help to insulate against fluctuating
interest rates, with ~75% of debt on fixed rates post
issuance and the acquisition of the Silverdale Centre
Investore’s Occupancy has remained at or above 99% since IPO
0%
50%
100%
FY26FY27FY28FY29
Hedging profile
Investore Property Limited | Presentation relating to Subordinated Convertible Notes and Special Meeting of Shareholders
1.0%
2.0%
4.2%
5.4%
2.4%
17.0%
7.0%
0.4%
28.3%
6.2%
21.7%
2.3%
2.2%
VacantFY26FY27FY28FY29FY30FY31FY32FY33FY34FY35FY36FY37+
Lease Expiry Profile by Contract Rental
As at 31 Aug 25
1
1.Pro forma for the disposal of Woolworths Browns Bay which settled on 1 September 2025 and excludes properties
categorised as ‘Development and Other’ in the FY25 consolidated financial statements. Does not include the
Silverdale Centre acquisition.
Policy range
Average hedging
Average hedging (post issue of Notes and the Silverdale
Centre acquisition

Conclusion
24
•Falling interest rates are flowing through to lower savings rates on
deposits as well as lower borrowing costs, improving investor
depth and market liquidity for commercial property
•Strength and defensive nature of tenant covenant coupled with
larger underlying landholding enhances the appeal of
convenience-based and large format retail
•Successful execution on approximately $200m of transactions
over the past 12 months, with disposals at a combined premium to
book value
•The Board is of the view that the current point in the cycle is a
good time to acquire assets that exhibit strong growth
characteristics
•If approved, the Silverdale Centre acquisition delivers Investore
with further improved tenant diversification and earnings accretion
•Otherwise, the Notes would position the balance sheet to enable
Investore to pursue other strategic investment opportunities in the
near term
The issue of the Notes would provide Investore with additional balance sheet headroom to continue
execution of its strategy to acquire assets located in key metro locations that exhibit strong rental and
growth characteristics such as the Silverdale Centre
Silverdale Centre
Investore Property Limited | Presentation relating to Subordinated Convertible Notes and Special Meeting of Shareholders

Subordinated Convertible Notes Offer
Mitre 10 MEGA, Botany
25
Investore Property Limited | Presentation relating to Subordinated Convertible Notes and Special Meeting of Shareholders

Key terms
SummaryDetail
Description
Subordinated, unsecured convertible notes (the Notes) issued by Investore Property Limited (Investore). The Notes will Convert into ordinary shares in Investore
(Shares), subject to a Cash Election by Investore as described further below
Structure of the Offer
The Offer consists of:
•The General Offer of up to $60 million, which is open to investors resident in New Zealand and Australian Institutional Investors
•The Shareholder Priority Offer of up to $2.5 million, which is open only to New Zealand Shareholders and Australian Institutional Investors who are Shareholders
as at 5.00pm on 5 September 2025 (Eligible Shareholders)
If any amount of the General Offer and/or Shareholder Priority Offer is not taken up by the relevant Closing Date, Investore may reallocate up to a corresponding
amount to the Shareholder Priority Offer and/or General Offer (respectively) at its absolute discretion
Term
4 years with a Conversion Date of 26 September 2029
Interest Rate
The sum of the Swap Rate plus the Issue Margin (which may be above or below the Indicative Issue Margin), subject to a minimum Interest Rate.
Refer to Indicative Terms Sheet dated 8 September 2025 for definitions of Swap Rates, Issue Margin and Indicative Issue Margin
Interest Payments
Quarterly in arrear in equal amounts (subject to suspension in limited circumstances as described in the PDS)
Conversion
As described on the following pages
Cash Election
At Investore’s option on Conversion, as described on the following pages
Joint Lead Managers
Craigs Investment Partners Limited, Forsyth Barr Limited
Retail Brokerage
0.50% retail brokerage to be paid by Investore on retail allocations in the Offer, plus 0.50% firm commitment fee on retail firm allocations in the General Offer (as
applicable)
The Offer of the Notes is made in the Product Disclosure Statement dated 8 September 2025 (PDS). The PDS is available through www.companies.govt.nz/disclose (OFR13984) or by contacting the Joint Lead
Managers, any other Primary Market Participant or your usual financial adviser, and must be carefully read (together with the other information made available on the Disclose Register) before any investment decision is
made to acquire any Notes. No applications will be accepted or money received unless the applicant has been given the PDS. Capitalised terms used but not defined have the meanings given to them in the PDS.
26
Investore Property Limited | Presentation relating to Subordinated Convertible Notes and Special Meeting of Shareholders

Woolworths, Greenlane
Purpose of the Offer
•The net proceeds of the Offer are expected to be used to repay existing bank debt,
providing Investore with the flexibility and additional debt capacity to fund future acquisitions,
including (subject to approval by Shareholders at a Special Meeting to be held on 20 October
2025) the purchase of the Silverdale Centre from Stride Property Limited, and for general
corporate purposes
General Offer
•All Notes in the General Offer have been reserved for clients of the Joint Lead Managers,
Primary Market Participants and other approved financial intermediaries and institutional
investors invited to participate in the bookbuild conducted by the Joint Lead Managers.
There is no public pool for the Notes
Shareholder Priority Offer
•The Shareholder Priority Offer of up to $2.5 million is open to New Zealand Shareholders and
Australian Institutional Investors who were recorded in Investore’s Share register as being
Shareholders as at 5.00pm on 5 September 2025 (Eligible Shareholders)
Minimum Application Amount
•$5,000 for the General Offer, and multiples of $1,000 thereafter
•$1,000 for the Shareholder Priority Offer, and multiples of $1,000 thereafter
Selling restrictions
•Investore does not intend that the Notes be offered for sale, and no action has been taken or
will be taken to permit a public offering of Notes, in any jurisdiction other than New Zealand.
Refer to Section 8 (Selling restrictions) of the PDS for further information
Purpose and structure of the Offer
27
Investore Property Limited | Presentation relating to Subordinated Convertible Notes and Special Meeting of Shareholders

$9,800
$10,000
$10,200
$10,400
$10,600
$10,800
$11,000
$11,200
$1.10$1.20$1.30$1.40$1.50$1.60$1.70
Value of Shares/cash received
for Principal Amount of $10,000
Example Market Price on Conversion
•On the Conversion Date, all outstanding Notes will be Converted into Shares, subject to a Cash Election by Investore
•The number of Shares to be issued following Conversion of each holding of Notes will be determined by dividing their Principal Amount
($1.00 per Note) (together with any accrued and Unpaid Interest (and any interest thereon) and less any taxes, withholdings or deductions) by
the Conversion Price, which is the lesser of:
•the Conversion Price Cap of $1.56; and
•a 2% discount to the Market Price
•The Market Price is determined based on the arithmetic average of the daily volume weighted average price of Investore Shares traded
through the NZX Main Board in the 20 Business Days prior to (but not including) the Conversion Announcement Date
•Please refer to the PDS for example scenarios of Conversion at different Market Prices
•At Conversion, Noteholders will receive a minimum value of approximately $1.02 for every $1.00 invested
1
Illustration of the value of Shares/cash received on the Conversion Date
2
Excess value of Shares/cash received over and above Principal Amount
Principal Amount of NotesValue of Shares/cash received
Conversion
28
1.As determined under the terms of the Notes and subject to rounding and variance between the Market Price and the Share price on Conversion Date.
2.The Conversion Price will be a 2% discount to the Market Price, unless the Market Price is at least approximately $1.592 in which case the Conversion Price will be $1.56.
Investore Property Limited | Presentation relating to Subordinated Convertible Notes and Special Meeting of Shareholders

Cash Election
•Rather than Converting the Notes, Investore may elect instead to pay
a cash amount to Noteholders at the end of the term
•In this case, Noteholders would be paid an amount equal to the
Market Price (calculated as set out above) multiplied by the number of
Shares that would have otherwise been issued to them on Conversion
of their Notes. This means Noteholders would receive an equivalent
value to those Shares (as determined under the terms of the Notes)
and would similarly benefit from any appreciation of the Share price to
the extent the Market Price is above approximately $1.592 (being the
Conversion Price Cap of $1.56 adjusted for the effect of the 2%
discount)
•If Investore elects to pay a cash amount in part, the partial Cash
Election will be done on a proportionate basis and may include
adjustments to take account of the effect of any marketable parcels
and other logistical considerations
•Investore will announce whether it intends to make a Cash Election for
any Notes via NZX on or before the Conversion Announcement Date,
being the date that is 5 Business Days before the Conversion Date
•See the PDS dated 8 Sep 25 for further detail on the Cash Election
29
Investore Property Limited | Presentation relating to Subordinated Convertible Notes and Special Meeting of Shareholders

Key dates
Key eventDate
Opening Date for the General Offer and Shareholder Priority Offer
Tuesday, 16 September 2025
Closing Date for the General Offer
11.00am on Friday, 19 September 2025
Rate Set Date
Friday, 19 September 2025
Closing Date for the Shareholder Priority Offer
5.00pm on Tuesday, 23 September 2025
Issue Date and allotment date
Friday, 26 September 2025
Expected Quotation on NZX Debt Market
Monday, 29 September 2025
Conversion Announcement Date
Wednesday, 19 September 2029
Conversion Date
Wednesday, 26 September 2029
30
Investore Property Limited | Presentation relating to Subordinated Convertible Notes and Special Meeting of Shareholders

Management Agreement Amendments
Silverdale Centre
31
Investore Property Limited | Presentation relating to Subordinated Convertible Notes and Special Meeting of Shareholders

32
Management Agreement
amendments
The Investore Board is proposing the following amendments
to the Management Agreement to ensure Investore is well-
positioned to pursue strategic, targeted growth opportunities.
These will be voted on the Special Shareholder Meeting to be
held on 20 Oct 25
1.Expand Investore’s investment mandate into convenience-based
retail (CBR) properties
2.Amend management fee provisions to align with the proposed
broadened mandate and market
3.Remove capital management provisions so that LVR and hedging
policies will be determined solely by the Board
4.Addition of standing Manager consent under the Investore constitution
for all transactions that are within investment mandate. Refer to
Notice of Special Meeting dated 8 Sep 25 for more information
Silverdale Centre
Investore Property Limited | Presentation relating to Subordinated Convertible Notes and Special Meeting of Shareholders

33
Expansion of mandate
The Investore Board is proposing to broaden Investore’s investment mandate to include CBR properties,
complementing the existing large format retail strategy
Expanded mandate
Invest in quality CBR properties which are typically
anchored by nationally recognised retailers. Uses
are primarily retail or associated everyday services
•Mandate will no longer require an anchor tenant
or tenants to occupy more than 50% of the net
lettable area of the property and provide more
than 50% of the rental income, which creates
more flexibility in the balance between anchors
and mini-majors
•Inclusion of assets with development potential,
including those in high-growth urban areas with
zoning that supports intensification, or able to
be converted into CBR such as through change
of use, leasing, development and
redevelopment initiatives
•Deliver a resilient and growing income stream,
enhancing returns for shareholders
Convenience-based retail property
•These properties are typically anchored by
nationally recognised retail tenants
•Uses are primarily retail or associated
everyday services, and can include, but are
not limited to, grocery, bulky goods retailing,
factory outlet, convenience retailing, trade-
based retail, general merchandise, health and
community services, and ancillary office
Investore Property Limited | Presentation relating to Subordinated Convertible Notes and Special Meeting of Shareholders

34
Expansion of mandate
Key benefits
✓Broadens Investore’s permitted investment scope to
CBR properties, complementing the existing strategy
✓Ability to pursue CBR assets with strong growth
characteristics or development potential, such as
those in urban growth corridors or key metro locations
and which are anchored by everyday needs tenants
✓CBR typically provides slightly higher yields, greater
tenant diversity and more frequent lease resets often
leading to higher annual rental growth, complementing
Investore’s LFR assets which typically deliver longer
leases, low management intensity and stable income
✓Will help to facilitate greater tenant and income
diversification over time
✓Greater alignment with strategic trends among peer
REITs in Australasia
Investore Property Limited | Presentation relating to Subordinated Convertible Notes and Special Meeting of Shareholders

35
Overview and rationale
Investore’s current building management fee arrangement of a
fixed $10,000 (plus GST) p.a. was a reflection of the nature of its
portfolio at IPO, being primarily single-tenanted, standalone LFR
properties. However, this structure does not reflect the cost of
managing more operationally intensive multi-tenanted properties
It is proposed that alongside the expansion of Investore’s
mandate to include CBR properties, the building management
fee is also aligned with market practice for externally managed
listed property vehicles
It is also proposed that an additional services fee is included in
the Management Agreement for intensive management resource
not contemplated under the Management Agreement where it is
requested by Investore and agreed between parties
Northington Partners have confirmed in its Independent Appraisal
Report that, in its opinion, the Management Agreement
amendments are fair to the Shareholders of Investore (other than
those Shareholders associated with SIML)
The expansion of mandate and Management Fee amendments
will be considered by Shareholders at the Special Shareholder
Meeting on 20 Oct 25
Management Fee amendments
Key benefits of new structure
✓More dynamic and equitable, ensuring fees are
proportionate to each property’s scale, complexity
and tenant mix
✓Aligns with industry practice and improves
transparency
✓Supports strategic growth in Investore’s portfolio
which has evolved from single-tenanted assets to
more management intensive assets (amplified by
investment mandate expansion)
✓Ensures maintenance of high standards of
operational performance across more
operationally intensive properties, ensuring
properties like the Silverdale Centre can remain
appropriately resourced
✓An immaterial financial impact, being a modest
reduction in Distributable Profit estimated at $64k
per annum after tax, or 0.02 cents per share after
tax, across the current portfolio
Investore Property Limited | Presentation relating to Subordinated Convertible Notes and Special Meeting of Shareholders

3.0%
2.0%
1.6%
1.3%
0.6%
+0.3%
HomeCo
Daily Needs
Dexus
Convenience
Retail
Vital
Healthcare
Asset PlusInvestoreBWP TrustCharter Hall
Retail
0.83%
0.75%
0.74%
0.67%
0.63%
0.59%
0.56%
+0.02%
HomeCo
Daily Needs
Charter Hall
Retail
Dexus
Convenience
Retail
Asset PlusVital
Healthcare
BWP TrustInvestore
36
Building management fee
1
Current structure
•Flat building management fee of $10,000 (plus GST) per
annum for each property that Investore holds, irrespective of
each property’s complexity and number of tenants
Proposed new structure
•Building management fee to be the greater of:
i.NZ$10,000 (plus GST) per annum (indexed annually to
CPI from base year FY26); or
ii.all building manager’s fees and centre management
expenses (plus GST if applicable) included within the
operating expenses and marketing expenses, but only in
respect of properties acquired, developed or
redeveloped by Investore after the Amendment Date
2
For the three existing shopping centres
3
, the building
management fee will be all building manager’s fees and centre
management expenses (plus GST if applicable), recovered in
respect of the operating expenses and marketing expenses
Additional services fee
•Investore can request the Manager to provide a service not
specified in the Management Agreement, and if the Manager
agrees, it will provide Investore with a scope and fee for such
services
Building management fee charged by externally managed
LPVs by Contract Rental
4
Current average: 1.7%
Pro forma fee
amendment and
the Silverdale
Centre
acquisition
N/A (costs
recovered via
tenants outgoings)
Asset and building management fee of externally
managed LPVs by total asset value
4
Current average: 0.68%
Management Fee amendments
1.Refer to the Notice of Special Meeting dated 8 September 2025 for more information.
2.Not applicable to developments or redevelopments of properties held at the Amendment Date that have similar
tenants, and similar number of tenants following the development or redevelopment.
3.Includes Bay Central Shopping Centre, Mt Wellington Shopping Centre and 4 Carr Road Shopping Centre.
4.Analysis from the Independent Appraisal Report dated 8 September 2025, Northington Partners.
Investore Property Limited | Presentation relating to Subordinated Convertible Notes and Special Meeting of Shareholders

37
Capital management provisions
The Investore Board is proposing to remove the fixed
50% LVR cap embedded in the capital management
provisions in the Management Agreement so that
LVR and hedging policies will be determined solely
by the Board
•This change aligns Investore with market
practice, as the treasury policy is typically a
Board responsibility for externally managed
vehicles across Australasia, rather than governed
by a management agreement
•Greater flexibility for Investore’s capital structure
to respond to market conditions particularly as it
expands into more diversified retail assets
•Investore remains restricted by its LVR banking
covenant of 60%
•The Board is retaining its LVR policy of targeting
an LVR of between 30-40% over the long term
Silverdale Centre
Investore Property Limited | Presentation relating to Subordinated Convertible Notes and Special Meeting of Shareholders

38
Other matters for Special Shareholder Meeting
The Investore Board is also proposing to seek the
approval of shareholders at the Special Shareholder
Meeting on 20 Oct 25 of:
1.As noted on slide 17, the payment of fees by
Investore to SIML for managing the Silverdale
Centre. If the Management Agreement
amendments described above are not approved,
the Silverdale Centre acquisition will not occur
unless this proposed resolution to approve the
Silverdale Centre Letter is approved; and
2.The ratification for the purposes of the NZX
Listing Rules of the issue of Notes (and deemed
number of shares to be issued upon conversion
of the Notes)
Refer to Notice of Special Meeting dated 8 Sep 25
for more information
Investore Property Limited | Presentation relating to Subordinated Convertible Notes and Special Meeting of Shareholders
Silverdale Centre

Mt Wellington Shopping Centre
Appendix
39
Investore Property Limited | Presentation relating to Subordinated Convertible Notes and Special Meeting of Shareholders

Appendix: Five year summary
20252024202320222021
Five year financial summary
1
($m)($m)($m)($m)($m)
Net rental income62.361.260.358.355.8
Net finance expense(19.2)(18.0)(16.2)(14.0)(16.6)
Profit before other income/(expense) and income
tax
35.235.135.234.329.9
Other income/(expense)13.4(98.8)(185.3)91.5139.0
Income tax expense(10.2)(3.5)(0.1)(7.6)(7.7)
Profit/(loss) after income tax38.4(67.1)(150.2)118.2161.3
Basic earnings per share - weighted10.24 cents(18.17) cents(40.85) cents32.10 cents44.60 cents
Distributable Profit before income tax36.236.436.034.833.1
Distributable Profit after income tax28.431.031.029.929.1
Basic distributable profit after income tax per
share - weighted
7.58 cents8.39 cents8.44 cents8.11 cents8.05 cents
Investment properties value988.6989.41,062.11,201.31,037.9
Drawn debt facilities and bonds378.6402.8387.6355.0280.0
Borrowings loan to value ratio38.5%40.8%36.5%29.5%26.8%
NTA per share$1.60$1.57$1.84$2.32$2.08
40
Investore Property Limited | Presentation relating to Subordinated Convertible Notes and Special Meeting of Shareholders
1.For further detail on this table, refer to page 26 of the Investore’s Annual Report 2025.

Amendment DateThe date the Management Agreement amendment take effect, being on or about 20 October 2025 following approval of Resolution 3 at the Special Meeting. Refer
Notice of Special Meeting dated 8 September 2025 for more information
Contract RentalContract Rental is the amount of rent payable by each tenant, plus other amounts payable to Investore by that tenant under the terms of the relevant lease,
annualised for the 12 month period on the basis of the Occupancy level of the relevant property as at the relevant date and assuming no default by the tenant
CPIConsumer Price Index
Distributable ProfitDistributable Profit is a non-GAAP measure and consists of profit/(loss)before income tax, adjusted for determined non-recurring and/or non-cash items (including
non-recurring adjustments for incentives payable to anchor tenants for lease extensions) and current tax. Further information, including the calculation of
Distributable Profit and the adjustments to profit/(loss) before income tax, is set out in note 3.2 to the FY25 consolidated financial statements
FYThe financial year ended 31 March of the relevant year
ICRInterest Cover Ratio, calculated as earnings before interest and tax to interest and financing costs
Investment PortfolioThe investment portfolio of Investore, which (1) excludes properties categorised as ‘Development and Other’ or ‘Assets held for sale’ in the respective financial
statements; and (2) excludes lease liabilities
InvestoreInvestore Property Limited, together with its wholly owned subsidiary, Investore Property (Carr Road) Limited
Lease Expiry ProfileRepresents the scheduled expiry for each lease, excluding any rights of renewal that may be granted under each lease, for the portfolio as at the specified date as
a percentage of Contract Rental
LPVListed Property Vehicle
LVRLoan to Value Ratio, calculated based on independent valuations which exclude lease liabilities. As unsecured obligations, the Notes do not affect (and are not
included in) the Loan to Value Ratio
NLANet Lettable Area
OccupancyTotal net lettable area that is leased, calculated as a proportion of total net lettable area. Occupancy for retail properties is calculated including casual licences with
an initial term greater than three months and excluding units held for committed redevelopment or remix works
REITReal Estate Investment Trust
Silverdale Centre LetterThe letter between Investore and Stride Investment Management Limited dated 8 September 2025 that would come into effect if Resolutions 1 and 2 are passed
(and Resolution 3 is not passed). Refer Notice of Special Meeting dated 8 September 2025 for more information
WACRWeighted Average Market Capitalisation Rate
WALTWeighted Average Lease Term which is the lease term remaining to expiry across a property or portfolio and weighted by rental income
41
Glossary
Investore Property Limited | Presentation relating to Subordinated Convertible Notes and Special Meeting of Shareholders

Level 12, 34 Shortland Street
Auckland 1010, New Zealand
PO Box 6320, Victoria Street West,
Auckland 1142,
New Zealand
P +64 9 912 2690
W investoreproperty.co.nz
Thank you
Investore Property Limited | Presentation relating to Subordinated Convertible Notes and Special Meeting of Shareholders

---

Notice of
Special Meeting of
Shareholders 2025

ContentsImportant Notice
Notice of Special Meeting and Order of Business6
Letter from the Independent Chair 8
Explanatory Notes 12
Procedural Notes and Other Information 24
Defined Terms 26
Important information
This Notice of Special Meeting is an important document and
requires your attention. It has been prepared to advise you of
the forthcoming Special Meeting of Shareholders of Investore
Property Limited (Investore) and to assist you in understanding
the resolutions to be put to Shareholders for consideration at
the Special Meeting of Shareholders.
The Directors encourage you to read this Notice of Special
Meeting (together with the Appraisal Report that accompanies
this Notice of Special Meeting) carefully and in full, and to
exercise your right to vote.
Your decision
This Notice of Special Meeting does not consider your
individual investment objectives, financial situation, or needs.
You must make your own decisions and seek your own advice in
this regard. The information and recommendations contained
in this Notice of Special Meeting do not constitute, and should
not be taken as constituting, financial advice. If you are in any
doubt as to what you should do, you should seek advice from
your financial, taxation or legal advisor before making any
decision.
Forward-looking statements
This Notice of Special Meeting (including any supplementary
document which is included or referenced) may contain certain
forward-looking statements with respect to the financial
condition, results of operations and business of Investore.
Forward-looking statements can generally be identified by
use of words such as ‘project’, ‘foresee’, ‘plan’, ‘expect’, ‘aim’,
‘intend’, ‘anticipate’, ‘believe’, ‘estimate’, ‘may’, ‘should’, ‘will’
or similar expressions. All such forward-looking statements
involve known and unknown risks, significant uncertainties,
assumptions, contingencies, and other factors, many of which
are outside the control of Investore, which may cause the actual
results or performance of Investore to be materially different
from any future results or performance expressed or implied
by such forward-looking statements. Such forward-looking
statements speak only as of the date of this Notice of Special
Meeting. Investore undertakes no obligation to update these
forward-looking statements for events or circumstances that
occur subsequent to such dates or to update or keep current
any of the information contained herein. Any estimates or
projections as to events that may occur in the future (including
projections of revenue, expense, net income and performance)
are based upon the best judgement of Investore from the
information available as at the date of this Notice of Special
Meeting. Actual results may vary from the projections and such
variations may be material. You are cautioned not to place
undue reliance on forward-looking statements.
Non-NZ GAAP financial information
This Notice of Special Meeting includes certain financial
measures that are ‘non-GAAP (generally accepted accounting
practice) financial information’ under Guidance Note 2017:
‘Disclosing non-GAAP financial information’ published by
the New Zealand Financial Markets Authority. Non-GAAP
measures can be useful for investors and other users of this
information as it can provide additional insight into an entity’s
financial performance, financial condition and/or cash flow.
Such financial information and financial measures (including
distributable profit, contract rental and loan to value ratio)
do not have standardised meanings prescribed under New
Zealand equivalents to International Financial Reporting
Standards (NZ IFRS), and therefore, may not be comparable to
similarly titled measures presented by other entities, and should
not be construed as an alternative to other financial measures
determined in accordance with NZ IFRS.
NZ RegCo
NZX Regulation Limited (NZ RegCo) has provided written
confirmation that it does not object to this Notice of Special
Meeting pursuant to Listing Rule 7.1.1. However, NZ RegCo
accepts no responsibility for any statement in this Notice of
Special Meeting.
Defined terms
Capitalised terms set out in this Notice of Special Meeting have
the meanings given to them in the Defined Terms section of this
Notice of Special Meeting.
Queries
If you have any queries in relation to this Notice of Special
Meeting, please feel free to call Investore’s share registrar on
+64 9 488 8700.
Notice of Special Meeting of Shareholders 2025Notice of Special Meeting of Shareholders 2025Investore Property LimitedInvestore Property Limited
23

Key Dates
Silverdale Centre, Auckland
5.00pm
Friday, 17 October 2025
Record date for
entitlement to vote:
10.30am
Saturday, 18 October 2025
Voting/Proxy Forms to be
received by:
10.30am
Monday, 20 October 2025
Special
Shareholders’ Meeting:
All references to time in this Notice of Special Meeting are references to New Zealand standard time.
Notice of Special Meeting of Shareholders 2025Notice of Special Meeting of Shareholders 2025Investore Property LimitedInvestore Property Limited
45

Date of meeting:20 October 2025
Time:10.30am
Location:
The Special Meeting will be held
as a virtual meeting only using
Computershare’s Meeting Platform
meetnow.global/nz
Investore Property Limited
Notice of Special Meeting of Shareholders 2025
Business
ACHAIR’S ADDRESS
BORDINARY RESOLUTIONS
To consider and, if thought fit, pass the following ordinary resolutions:
Resolution 1 – Approval of the Silverdale Centre Acquisition: That, subject to either Resolution 2 or Resolution 3 being
passed, in accordance with Listing Rule 5.2.1, the acquisition of the Silverdale Centre located at 61 Silverdale Street,
Silverdale, Auckland for $114 million by Investore Property Limited from Stride Property Limited, as described in further
detail in the Explanatory Notes to the Notice of Special Meeting of Shareholders dated 8 September 2025, be approved.
Implementation of this resolution is conditional upon either Resolution 2 or Resolution 3 (each detailed below) being
approved by Shareholders.
The Board (constituted by the independent Directors) recommends that Shareholders vote in favour of Resolution 1.
Directors Tim Storey and Ross Buckley have abstained from participating in the Board decision on this acquisition and from
making any recommendation, on the basis that they are also directors of Stride Property Limited, an 18.83% cornerstone
shareholder in Investore, the seller of the Silverdale Centre to Investore.
Resolution 2 – Approval of the Silverdale Centre Letter: That, subject to Resolution 1 being passed and Resolution 3
not being passed, in accordance with Listing Rule 5.2.1, the Silverdale Centre Letter be approved, as described in the
Explanatory Notes to the Notice of Special Meeting of Shareholders dated 8 September 2025.
Implementation of this resolution is conditional upon Resolution 1 (detailed above) being approved, and Resolution 3
(detailed below) not being approved, by Shareholders.
The Board (constituted by the independent Directors) recommends that Shareholders vote in favour of Resolution 2.
Directors Tim Storey and Ross Buckley have abstained from participating in the Board decision on the Silverdale Centre
Fees and from making any recommendation, on the basis that they are also directors of Stride Investment Management
Limited, the beneficiary of the proposed Silverdale Centre Fees under the Silverdale Centre Letter.
Resolution 3 – Amendments to the Management Agreement: That, in accordance with Listing Rule 5.2.1, Investore
Property Limited’s Management Agreement be amended in the manner described in the Explanatory Notes to the Notice of
Special Meeting of Shareholders dated 8 September 2025.
The Board (constituted by the independent Directors) recommends that Shareholders vote in favour of Resolution 3.
Directors Tim Storey and Ross Buckley have abstained from participating in the Board decision on the amendments and
from making any recommendation, on the basis that they are also directors of Stride Investment Management Limited, a
party to the Management Agreement.
Resolution 4 – Ratification of issue of convertible notes and shares: That the issue under Listing Rule 4.5.1 of up
to 62,500,000 convertible notes (each with an issue price of $1.00) and any conversion of those Notes into up to
54,738,186 ordinary shares in Investore Property Limited (as calculated under Listing Rule 4.5.1(f)), in each case on the
terms set out or referred to in the Product Disclosure Statement dated 8 September 2025 be approved and ratified for all
purposes, including Listing Rule 4.5.1(c).
The Board recommends that Shareholders vote in favour of Resolution 4.
CGENERAL 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
8 September 2025
Notice of Special Meeting of Shareholders 2025Notice of Special Meeting of Shareholders 2025Investore Property LimitedInvestore Property Limited
67

Letter from the Independent Chair
Resolutions to be considered
There are four resolutions to be considered at the Special
Meeting relating to matters that were referred to in Investore’s
market announcement to NZX on 8 September 2025, being, in
broad terms, resolutions to:
1. approve the acquisition by Investore of the Silverdale
Centre from Stride Property Limited (SPL) (the Silverdale
Centre Acquisition) (Resolution 1);
2. approve the Silverdale Centre Letter, relating to the
payment of additional fees by Investore to its manager,
Stride Investment Management Limited (SIML) for
managing the Silverdale Centre (the Silverdale Centre
Fees) (Resolution 2);
3. approve certain amendments to Investore’s Management
Agreement with its manager, SIML (the Management
Agreement Amendments) (Resolution 3); and
4. approve the ratification of the issue of Notes by Investore
which is expected to occur on 26 September 2025
(together with the number of shares that the Listing Rules
deem to be issued on conversion as at the date of the
Offer), prior to the Special Meeting (Resolution 4).
To ensure that SIML receives fees for the additional services
that would result from managing Silverdale Centre on behalf
of Investore, the approval of the Silverdale Centre Acquisition
will only become effective if the Silverdale Centre Letter or the
Management Agreement Amendments are also approved.
If Shareholders approve the Management Agreement
Amendments, fees payable to SIML in respect of managing
the Silverdale Centre will be included in those broader set of
amendments to the Management Agreement and the Silverdale
Centre Letter would not take effect. If, on the other hand, the
Management Agreement Amendments are not approved, the
Silverdale Centre Letter would apply to the payment of any fees
to SIML for managing the Silverdale Centre. The quantum of
fees payable to SIML for managing the Silverdale Centre would
be the same in each case. The current annual cost to Investore
of these fees (net of recoveries from tenants) is estimated to be
approximately $134,000.
Further important information about those four resolutions
is also set out in the Explanatory Notes, and in the Appraisal
Report in the case of Resolution 1, Resolution 2 and
Resolution 3.
Material Transactions with a Related Party
As the independent Chair of Investore, I wish to take the
opportunity to highlight some key points relating to the
Silverdale Centre Acquisition, the Silverdale Centre Fees and
the Management Agreement Amendments.
Each of the Silverdale Centre Acquisition, the Silverdale Centre
Fees and the Management Agreement Amendments will be
a Material Transaction for the purpose of the “Related Party”
rules of the Listing Rules and therefore subject to Shareholder
approval by way of ordinary resolution (excluding those
Shareholders who are prohibited by the Listing Rules from
voting in favour).
Dear Shareholders,
We are pleased to invite you to attend
the Special Meeting of Shareholders of
Investore Property Limited (Investore),
which will be held as a virtual meeting
only using Computershare’s Meeting
Platform meetnow.global/nz,
commencing at 10.30 am on Monday,
20 October 2025.
Northington Partners has been engaged by Investore in
accordance with requirements under the NZX Listing Rules
to prepare an Appraisal Report on each of these Material
Transactions. A summary of some of their key conclusions is
set out in the Explanatory Notes. Overall, Northington Partners
have assessed:
(a) the purchase value and terms of the Silverdale Centre
Acquisition to be fair to Shareholders (excluding SPL and
those Shareholders associated with SPL);
(b) the Silverdale Centre Fees to be fair to Shareholders
(excluding those Shareholders associated with SIML; and
(c) the Management Agreement Amendments to be fair to
Shareholders (excluding those Shareholders associated
with SIML).
The Appraisal Report accompanies this Notice of Special
Meeting and should be read and considered by Shareholders
before voting on Resolution 1, Resolution 2 and Resolution 3.
Independent and robust process adopted
Due to the relationship between Investore and Stride Property
Group (being an NZX listed entity comprising SPL and SIML
whose shares are stapled together, and SIML being Investore’s
and SPL’s manager), independence and the management of any
perceived and actual conflicts of interest is an integral feature
of Investore’s governance practices.
As with previous transactions that Investore has presented to
Shareholders, the Board was mindful to ensure an independent
and robust process was followed where Shareholders would
have confidence in the integrity of all aspects of the process
and that any subsequent Board recommendations about the
transactions would be made on the basis that those matters
deliver the best outcome for Investore and its Shareholders.
The process relating to the Silverdale Centre Acquisition, the
Silverdale Centre Letter and the Management Agreement
Amendments was managed by the independent Directors
and negotiated on an arm’s length basis, with the following
measures adopted to ensure an independent process:
• The independent Directors of Investore, being Gráinne
Troute, Adrian Walker and myself (Mike Allen), managed the
negotiation of:
-the Sale and Purchase Agreement relating to the
Silverdale Centre Acquisition with the board of SPL,
with the assistance of legal advisors appointed by the
independent Directors;
-the Silverdale Centre Letter with the board of SIML,
with the assistance of legal advisors appointed by the
independent Directors; and
-the amendments to the Management Agreement
with the board of SIML, with the assistance of legal
advisors appointed by the independent Directors.
In each case, those legal advisors were independent of
Stride Property Group and reported solely to us, as the
independent Directors.
• SIML has demonstrated to our satisfaction that the
standing conflicts protocol of SIML (Investore and SPL’s
manager) was adhered to in negotiating the transactions.
This involved separate teams within SIML assisting
Investore and Stride Property Group. In addition, a conflicts
protocol specific to the transactions was adopted, which
was reviewed by the independent legal advisors to
Investore’s independent Directors.
• An independent valuation of the Silverdale Centre was
obtained from JLL as at 11 August 2025 for the purposes
of the proposed Silverdale Centre Acquisition, with the
valuation supporting the purchase price.
• In accordance with the requirements of the Listing Rules,
the valuer (JLL) and the independent appraiser for the
Appraisal Report (Northington Partners) were approved by
NZX.
• As required by the Listing Rules, the SIML-appointed
Investore Directors, Tim Storey and Ross Buckley,
abstained from voting on the Board approval of the
Silverdale Centre Acquisition, the Silverdale Centre Fees
and the Management Agreement Amendments.
The independent Directors met without the SIML-
appointed Investore Directors present to discuss and
consider the transactions.
Why support the Silverdale Centre Acquisition?
The Silverdale Centre Acquisition presents a compelling
opportunity:
• it aligns with Investore’s broader strategy of targeted
growth through investing in high quality assets located in
key metro areas with strong growth characteristics;
• it is being acquired for $114 million, with the purchase
price supported by an independent valuation;
• it is expected to have a positive financial impact,
delivering an expected initial yield
1
of 6.8% resulting in an
increase in Distributable Profit of 3.0%
2
in the first year of
ownership; and
• it will further diversify Investore’s tenant base, reducing
Investore’s largest tenant exposure, Woolworths, from
59% to 54% by Contract Rental.
Further information about the Silverdale Centre Acquisition is
set out in the Explanatory Notes to Resolution 1.
1. Yield is calculated based on the annualised net Contract Rental for the Silverdale Centre divided by the purchase price.
2. The expected increase in Distributable Profit has been calculated by comparing Investore’s forecasted Distributable Profit for the 12 month period
to 31 October 2026 (12 months following the expected settlement of the Silverdale Centre Acquisition) (a) assuming that the Offer, Silverdale Centre
Acquisition and Management Agreement Amendments did not occur, against (b) assuming the issue of $62.5 million of Notes, the Silverdale Centre
Acquisition and the payment of the Silverdale Centre Fees did occur.
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Letter from the Independent Chair (cont.)
Why support the Silverdale Centre Letter?
As noted above, the Silverdale Centre Acquisition presents a
compelling opportunity, and SIML ought to be paid fees for
the additional services that would be provided to Investore if
it becomes part of Investore’s portfolio. If the Management
Agreement Amendments, as a whole, are approved (including
the fee changes) those fees would be payable under the
Management Agreement (as amended).
Accordingly, the Silverdale Centre Letter should be considered
only as a fall-back to ensure that SIML is paid fees for managing
that property in the scenario where Shareholders support
the Silverdale Centre Acquisition but not the broader set of
amendments contemplated by the Management Agreement
Amendments.
Further information about the Silverdale Centre Letter is set out
in the Explanatory Notes to Resolution 2.
Why support the Management Agreement
Amendments?
The Management Agreement Amendments include:
• an expansion of Investore’s current mandate into
convenience-based retail properties, which is a resilient
and attractive sector that complements Investore’s
existing large format retail portfolio;
• amendments to the building management fee structure to
introduce a more equitable and market-aligned structure
(rather than the current flat fee of $10,000 per annum for
each property held by Investore);
• flexibility for additional management resource intensive
services that are not contemplated by the Management
Agreement to be requested by Investore, and for the
scope and fees for such services to be agreed between
Investore and SIML; and
• amendments to the capital management provisions so
that the LVR and hedging policies will be determined
solely by the Board.
The Management Agreement Amendments are being
proposed to ensure that Investore is well-positioned to
pursue strategic, targeted growth opportunities to deliver a
resilient and growing income stream, optimising returns for
Shareholders. In particular:
• the expanded mandate would provide capacity to
continue our approach of targeted growth while retaining
the key portfolio benefits that Investore has established;
• the building management fee amendment would remove
the misalignment with both market practice and with the
management intensification required to manage multi-
tenanted retail centres if Investore’s investment mandate
is to include convenience-based retail properties; and
• the capital management provision amendments would
align with market practice and provide greater flexibility to
the Board.
None of the proposed amendments to the Management
Agreement are required in order to permit the Silverdale Centre
to be owned by Investore and managed by SIML, but are being
made to give effect to the proposed broader strategy that the
Board is recommending to Shareholders of expanding our
portfolio into convenience-based retail properties.
Further information about the Management Agreement
Amendments is set out in the Explanatory Notes to Resolution 3.
Recommendations to vote in favour of all of
the Resolutions
The Board (constituted by the independent Directors)
recommends Shareholders vote in favour of the Silverdale
Centre Acquisition, the Silverdale Centre Letter and the
Management Agreement Amendments (being Resolution
1, Resolution 2 and Resolution 3), as we consider those
transactions to be in the best interests of Investore and you, as
a Shareholder.
In addition, the Board as a whole recommends that
Shareholders vote in favour of Resolution 4, being the resolution
to ratify the issue of Notes (together with the number of shares
that the Listing Rules deem to be issued on conversion as at the
date of the Offer) as we consider it prudent to have this capacity
to issue shares available.
I encourage all Shareholders to read this Notice of Special
Meeting in its entirety, including the enclosed Appraisal Report
from Northington Partners. Thank you for your continued
support and we look forward to the meeting on 20 October
2025.
Yours sincerely,
Mike Allen
Independent Director
and Chair of the Board
Silverdale Centre, Auckland
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Explanatory Notes
Resolution 1 – Approval of Silverdale Centre Acquisition
1. Details of the Silverdale Centre Acquisition
Property description
The Silverdale Centre is an open-air retail centre located
in a high-growth metropolitan catchment north of
Auckland with approximately 39 tenants. The Silverdale
Centre is situated in a strong growth corridor, and
the catchment benefits from population growth and
residential development driving retail demand. The
Silverdale Centre catchment is expected to grow to
approximately 125,000 individuals in 2048, representing
a 48% growth from 2023
3
.
The property is anchored by everyday needs retailers
Woolworths and The Warehouse, complemented by a mix
of specialty tenants that serve as “mini-anchors,” which
contribute to visitation and a resilient income profile.
These mini-anchor stores such as Noel Leeming, Chemist
Warehouse and Supercheap Auto provide Investore with
greater tenant diversification to a wider range of retail
categories, while still underpinned by non-discretionary
everyday needs tenants.
The property has a low site coverage, with approximately
23,000sqm of NLA over a 70,000sqm site meaning that
the underlying landholding helps to underpin the property
valuation.
Terms and conditions of acquisition
As advised in the market announcement on 8 September
2025, Investore entered into the conditional Sale and
Purchase Agreement to acquire the Silverdale Centre
from SPL on 8 September 2025.
The purchase price for the property is $114 million.
An independent valuation of the Silverdale Centre
was obtained from JLL, with the valuation supporting
the acquisition price. Refer to Section 6.1 (Value and
Purchase Price) of the Appraisal Report for further
information regarding how JLL assessed the value of the
Silverdale Centre.
It is expected that the only outstanding condition of the
Sale and Purchase Agreement at the date of the Special
Meeting is the approval by Shareholders of the Silverdale
Centre Acquisition. The condition requiring approval
by the Board is expected to be satisfied on or before
22 September 2025, and all other conditions and
approvals to settlement of the purchase (including
the approval of the board of SPL) have been satisfied.
Legal, technical and environmental due diligence was
undertaken by Investore prior to the execution of the Sale
and Purchase Agreement.
If the Silverdale Centre Acquisition (and associated
management fees under either Resolution 2 or Resolution
3) are approved by Shareholders, the Sale and Purchase
Agreement will be declared unconditional. In such case,
Investore will pay a deposit of $5,700,000 (being 5% of
the purchase price), with the remainder of the purchase
price payable at the time of settlement. Settlement is
scheduled to occur on 31 October 2025. However, if
Resolution 1 is not passed (including as a result of neither
Resolution 2 nor Resolution 3 being passed), the Sale
and Purchase Agreement will be terminated, and the
Silverdale Centre Acquisition will not proceed.
Consistent with what would typically be expected in a
commercial transaction of this nature and size, other key
terms of the Sale and Purchase Agreement include:
• The approval of the Board within 10 working days of
the execution date (being 22 September 2025).
• The approval of the board of SPL by 31 October
2025 (this condition has been satisfied).
• The Silverdale Centre is sold subject to, but with the
benefit of, the existing leases.
• Warranties are given by SPL as vendor, including:
-corporate warranties in respect of the solvency
of SPL and the enforceability of the Sale and
Purchase Agreement against SPL;
-title warranties in respect of the valid entitlement
of SPL to the Silverdale Centre and confirmations
that the property is not subject to any third party
options or rights to acquire the property;
-standard building warranties in respect of any
charges or levies against the Silverdale Centre,
works completed, compliance schedules and all
notices and demands;
-lease warranties in respect of there being no
material defaults, disputes, side agreements
or outstanding demands with tenants and that
leases are valid, enforceable and accurate and
all relevant incentives which have been granted
by SPL prior to the date of the Sale and Purchase
Agreement will be credited to Investore on
settlement;
-information warranties in respect of the accuracy
and completeness of the due diligence materials;
-litigation warranties of there being no actual or
threatened claims or litigation in respect of an
interest in the Silverdale Centre or which may
affect any of the leases; and
-other general warranties in respect of disputes,
breaches of environmental law, compulsory
acquisition notes and valid insurance
confirmations.
3. Colliers, “Retail Catchment Analysis Silverdale Centre”, November 2023.
• Investore may only make a claim for breach of
warranty if such claim (or series of related claims) is
made within 12 months of the Settlement Date, and
the total aggregate amount of the claims exceeds
$50,000 but is no more than $11,400,000 (being
10% of the purchase price). However, if there is a
breach of a corporate warranty or a title warranty
then the maximum claim shall instead be up to
the amount of the purchase price of the Silverdale
Centre.
• The manager of the Silverdale Centre shall continue
to be SIML, and management shall be undertaken on
the terms of the Management Agreement.
• If, within one year of the Settlement Date, the New
Zealand government enacts legislation for an
alternative earthquake rating system in New Zealand,
or there is an update to any of the relevant guidelines
or standards which are applicable to assessing the
earthquake rating of buildings, then SPL will obtain a
new seismic assessment on certain buildings in the
Silverdale Centre which have seismic ratings of less
than 67% New Building Standard (NBS) within two
years from the Settlement Date.
• If the relevant legislation does not change or the new
seismic assessment referred to above does not show
such buildings as having an NBS rating of greater
than or equal to 67%, then, at the option of Investore,
SPL will either undertake seismic strengthening
works up to a maximum cost of $800,000 plus GST
(if any) or upon the parties agreeing the cost and
scope of such works, SPL will reimburse part of the
purchase price up to a maximum of $800,000 plus
GST (if any) for Investore to undertake the seismic
strengthening works (which shall be recorded as
a reduction in the purchase price). The cost of the
seismic strengthening works is estimated to be
$750,000 plus GST (if any), including contingencies.
The property has been inspected by Investore, its
technical advisor, and JLL (independent valuer appointed
as part of the Silverdale Centre Acquisition process), as
part of the due diligence process, including provision
of an independent valuation. Legal documentation
relating to the property such as the title, leases and the
Land Information Memorandum (LIM) report have been
reviewed by Investore’s independent legal advisors prior
to the date of the Sale and Purchase Agreement.
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