Indicative Issue Margin Range for Notes Offer

IMMEDIATE – 16 SEPTEMBER 2025

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Indicative
Terms Sheet
Investore Property Limited
Up to $62,500,000 Subordinated Convertible Notes
Dated 16 September 2025
Arranger & Joint Lead ManagerJoint Lead Manager

INDICATIVE TERMS SHEET
Dated 16 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
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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 of 6.25% per annum.
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 is 3.00-3.50% per annum.

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
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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
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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