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Special Meeting of Shareholders 2025

AGM19 October 2025IPLReal Estate

IMMEDIATE – 20 October 2025
Investore Property Limited

Special Meeting of Shareholders 2025


The Special Meeting of Shareholders of Investore Property Limited will be held today as a virtual meeting using

Computershare's Meeting Platform www.meetnow.global/nz, commencing at 10:30am.


Attached are copies of the following:


• The Chair’s Special Meeting of Shareholders Address; and


• The Special Meeting of Shareholders Presentation.



Ends

For further information please contact:

Mike Allen, Chairman, Investore Property Limited

Mobile: 021 606 134 - Email: mike.allen@investoreproperty.co.nz


Philip Littlewood, Chief Executive Officer, Stride Investment Management Limited as manager of Investore

Mobile: 021 230 3026 - Email: philip.littlewood@strideproperty.co.nz


Adam Lilley, Investore Fund Manager, Stride Investment Management Limited as manager of Investore

Mobile: 021 024 99198 - Email: adam.lilley@strideproperty.co.nz


Jennifer Whooley, Chief Financial Officer, Stride Investment Management Limited as manager of Investore

Mobile: 021 536 406 - Email: jennifer.whooley@strideproperty.co.nz

---

Special Meeting of Shareholders 2025 20 October 2025
Auckland

1



Investore Property Limited

Special Meeting of Shareholders 2025 Address

Slide 1 – Special Meeting of Shareholders 2025

Good morning all, and welcome to the Special Meeting of Shareholders for Investore Property Limited

(Investore).

My name is Mike Allen, and I am an independent Director and Chair of the Board of Investore.

On behalf of the Board of Directors, it is my pleasure to welcome you to this virtual meeting and I thank

you for your attendance online today.

Joining me today are the other Investore Directors:

• Gráinne Troute, an independent Director and Chair of the Audit and Risk Committee;

• Adrian Walker, also an independent Director;

• Tim Storey, a Stride Investment Management Limited or SIML - appointed Director of

Investore and chair of Stride Property Group; and

• Ross Buckley, also a SIML - appointed Director of Investore and chair of Stride Property

Group’s Audit and Risk Committee. Ross is joining this meeting virtually today.

Alongside the Directors, we are also joined today by representatives of the Manager, SIML:

• Philip Littlewood, Chief Executive Officer;

• Adam Lilley, Investore Fund Manager; and

• Jennifer Whooley, Chief Financial Officer and Company Secretary of Investore.

Today’s meeting is being held online through Computershare’s online meeting platform. If you would

like to submit a question, the Q&A is open so please feel free to submit questions throughout the

meeting. The Q&A tab is located on the right half of your screen. Type your question into the field and

press submit.

The Q&A tab can also be used for technical assistance. You can submit your query in the same manner

as typing a question and a Computershare representative will respond directly to you. Questions

submitted during the course of this meeting will be addressed at the relevant time.

Slide 2 – Agenda

Moving to the formalities of the meeting, I record that the Notice of this Special Meeting of Investore

Property Limited was dispatched to shareholders and the company’s auditors on 10 September

2025.

I am pleased to confirm that we have a quorum present and accordingly, I declare the Special Meeting

of Shareholders open.

Special Meeting of Shareholders 2025 20 October 2025
Auckland

2

The order of events for today will be as follows:

• First, I will provide a brief overview of the transactions and NZX Listing Rules requirements

underlying the four resolutions that we are here to consider today;

• Following this, I will explain each of the transactions in greater detail and then questions

raised by shareholders throughout the meeting will be addressed;

• We will then move to consider the four resolutions proposed to shareholders.

Slide 3 – Overview

Investore’s focus is to pursue its strategy of targeted growth by investing in high quality assets with

strong rental growth prospects over the medium to long term, while preserving sustainable returns to

investors. We are seeking shareholder approval, through four resolutions to support this strategy,

being:

• The acquisition of the Silverdale Centre from Stride Property Limited (Stride Property) for an

acquisition price of $114 million;

• The Silverdale Centre Letter, which relates to the payment of building management fees by

Investore to SIML, Investore’s manager, for managing the Silverdale Centre;

• Amendments to Investore’s Management Agreement with SIML to expand Investore’s

investment mandate, amend the building management fee structure (including for the

Silverdale Centre acquisition), and amend the capital management provisions. These

Management Agreement Amendments will take precedence if shareholders approve both the

Silverdale Centre Letter and the Management Agreement Amendments, and the Silverdale

Centre Letter will automatically terminate; and

• Ratification of the issue of 62,500,000 subordinated convertible notes issued by Investore on

26 September 2025 and the deemed number of shares to be issued upon conversion,

preserving Investore’s ability to issue further shares under the NZX Listing Rules.

Slide 4 – NZX Listing Rules requirements

Each of the Silverdale Centre acquisition, the fees payable under the Silverdale Centre Letter, and the

Management Agreement Amendments are a Material Transaction with a Related Party for the

purposes of the NZX Listing Rules and are therefore subject to Investore shareholder approval,

because Stride Property and SIML are each Related Parties of Investore.

The details of the Related Party rules, their application to these transactions and voting restrictions on

Stride Property and its Associated Persons are all set out in the Notice of Special Meeting.

An Independent Appraisal Report prepared by Northington Partners accompanied the Notice of

Special Meeting. This Report is an NZX Listing Rule requirement and assesses whether the terms of

each of the Silverdale Centre Acquisition, the Silverdale Centre Letter and the Management

Agreement Amendments are fair to all shareholders other than Stride Property Group and those

shareholders associated with Stride Property Group.

Special Meeting of Shareholders 2025 20 October 2025
Auckland

3

Slide 5 – Independent transaction process

Due to the relationship between Investore and Stride Property Group, the management of perceived

and actual conflicts of interest is an integral feature of Investore’s day-to-day governance practices.

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 assistance of legal advisors who reported solely to us.

SIML has demonstrated to the independent Directors’ satisfaction that the standing conflicts protocol

of SIML (Investore and Stride Property’s manager), as well as transaction-specific protocols, were

adhered to in negotiating the transactions.

An independent valuation of the Silverdale Centre was obtained from Jones Lang LaSalle (or JLL), with

the valuation supporting the purchase price.

Northington Partners concluded that the purchase price and associated terms in the Silverdale Centre

Sale and Purchase Agreement are fair to non-associated shareholders (being shareholders of

Investore other than Stride Property and those shareholders associated with Stride Property).

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 Letter and the Management Agreement Amendments. The independent Directors

met without the SIML-appointed Investore Directors present to discuss and consider the transactions.

Slide 6 – Silverdale Centre Acquisition

I now turn to describe the Silverdale Centre Acquisition in more detail.

Slide 7 – Silverdale Centre overview

On 8 September 2025, Investore announced it had entered into a conditional Sale and Purchase

Agreement to acquire the Silverdale Centre from Stride Property. The only outstanding condition is

Investore’s shareholder approval by way of ordinary resolution at today’s Special Meeting. If the

Silverdale Centre Acquisition, alongside the associated management fees under either Resolution 2 or

3, is approved by shareholders, the Sale and Purchase Agreement will be declared unconditional.

The Silverdale Centre is an open-air retail centre with 980 on-grade carparks. The property has a low

site coverage and is fully leased with 39 tenants, including anchors Woolworths and The Warehouse

and introduces new tenants to the Investore portfolio such as Noel Leeming, Chemist Warehouse and

Macpac. The Centre will provide Investore with greater tenant diversification to a wider range of retail

categories, while still being underpinned by non-discretionary, everyday needs tenants.

The Silverdale Centre Acquisition will also increase Investore’s Auckland concentration by investment

portfolio value and reduces the Woolworths and Bunnings concentration.

The catchment of the centre is projected to grow 48% between 2023 and 2048

1

, underpinning the

long-term growth potential of the Silverdale Centre and its wider location.


1

Colliers, “Retail Catchment Analysis Silverdale Centre”, November 2023

Special Meeting of Shareholders 2025 20 October 2025
Auckland

4

Slide 8 – Portfolio benefits

Investore is committed to ensuring that any growth in the portfolio will be undertaken in a considered

and disciplined manner through acquisitions and developments that enhance the quality of Investore’s

portfolio and optimise returns for Investore’s shareholders. The acquisition of the Silverdale Centre

supports Investore’s strategic principles by:

• Providing targeted growth, increasing portfolio scale by approximately 12% to $1.1 billion on

a pro forma basis;

• Increased scale which is expected to support a lower management expense ratio;

• Optimising the portfolio, with the initial yield of the Silverdale Centre exceeding the portfolio

yield by 0.3% and exceeding the yield of Woolworths Browns Bay, an asset disposed of to

provide capacity for the acquisition of Silverdale Centre by 1.4%

2

;

• Increasing tenant diversification while retaining a Weighted Average Lease Term, or WALT,

among the top three longest WALTs in the NZX-listed property sector; and

• Proactively managing capital, with the JLL valuation forecasting an 8.2% 10-year unlevered

total property return

3

for the property, which exceeds Investore’s weighted average cost of

capital.

Slide 9 – Transaction funding

If approved by shareholders, the Silverdale Centre Acquisition will be funded by a $100 million bank

debt facility, with the net proceeds from the $62.5 million of subordinated Convertible Notes issued

on 26 September 2025 to provide additional headroom.

Together the net proceeds received from the issue of the Convertible Notes and the Silverdale Centre

Acquisition are expected to marginally increase the pro forma LVR, from 39.4% to 40.2%.

4

This is well

below the bank LVR covenant limit of 60%, preserving balance sheet resilience.

Slide 10 – Why support the Silverdale Centre Acquisition?

The Silverdale Centre Acquisition provides an investment opportunity that supports Investore’s goal of

delivering total returns to shareholders over the medium to long term, in particular:

• It is expected to deliver an initial yield of 6.8% resulting in an increase of Investore’s

distributable profit, with an accretion of approximately 3.0% in the first year of ownership;

• 87% of Contract Rental is subject to structured or market-based rent reviews, providing

rental income growth and supporting distributable profit growth over time;

• It adds new retailers to Investore’s portfolio improving tenant diversification and reducing

Investore’s largest tenant exposure, Woolworths, from 59% to 54% by Contract Rental; and


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

3 Per JLL independent valuation report.

4

31 March 2025 LVR, pro forma for the acquisition of Bunnings New Lynn and the disposal of Browns Bay, the net proceeds of the $62.5m

Notes, and the acquisition of the Silverdale Centre.

Special Meeting of Shareholders 2025 20 October 2025
Auckland

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• The $114 million purchase price is supported by an independent market valuation prepared

by JLL.

The Independent Appraisal Report prepared by Northington Partners concluded that, in its opinion,

the purchase value and terms of the Silverdale Centre Acquisition are fair to shareholders of Investore

other than Stride Property and those shareholders associated with Stride Property.

On that basis, the Board (constituted by the independent Directors), recommends the Silverdale

Centre Acquisition to shareholders for approval and encourages shareholders to vote in favour of

Resolution 1. The Board (constituted by the independent Directors) considers that the acquisition is in

the best interests of Investore and its shareholders.

Slide 11 – Silverdale Centre Letter

Turning now to the Silverdale Centre Letter.

Slide 12 – Silverdale Centre Letter

This letter between Investore and SIML sets out the incremental fees that would be payable by

Investore to SIML for managing the Silverdale Centre, over and above what is allowed for under the

current Management Agreement, and provides for SIML’s consent to the acquisition to the extent that

such consent is required under Investore’s constitution.

The fees outlined in the Silverdale Centre Letter are to fairly compensate SIML for the additional work

required in connection with managing the Silverdale Centre.

Under the terms of the Silverdale Centre Letter, SIML will be paid all building management fees and

centre management expenses included within the operating expenses and marketing expenses for the

Silverdale Centre. If the Silverdale Centre Letter is approved by shareholders, it will only take effect if

the Silverdale Centre Acquisition is also approved and the Management Agreement Amendments are

not approved. If neither the Management Agreement Amendments nor the Silverdale Centre Letter is

approved, then the Silverdale Centre Acquisition will not proceed.

Northington Partners have confirmed that, in their opinion, the Silverdale Centre Fees are fair to the

shareholders of Investore (other than those shareholders associated with SIML). They further note the

Fees are appropriate, commercially reasonable and consistent with market practice.

If Resolution 3 is not passed, the independent Directors view the Silverdale Centre Fees as being in

the best interests of Investore and its shareholders and it is on this basis that the Board (constituted by

the independent Directors) recommends the Silverdale Centre Fees to shareholders for approval and

recommend shareholders vote in favour of Resolution 2 (in case Resolution 3 is not passed).

Slide 13 – Management Agreement Amendments

I now turn to the Management Agreement Amendments.

Slide 14 – Management Agreement Amendments

The Investore Board is proposing the following amendments to the Management Agreement to ensure

that Investore is well-positioned to pursue strategic, targeted growth opportunities. The proposed

amendments include:

Special Meeting of Shareholders 2025 20 October 2025
Auckland

6

• Expanding Investore’s investment mandate into convenience-based retail, or CBR,

properties;

• Amending the management fee provisions to align with the broadened mandate and market

practice;

• Removing the capital management provisions so that LVR and hedging policies will be

determined solely by the Investore Board; and

• Adding a standing manager consent for all transactions that fall within the investment

mandate.

The amendments to the Management Agreement are not required to permit the Silverdale Centre to

be acquired by Investore and managed by SIML.

Slide 15 – 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.

CBR properties are typically anchored by nationally recognised retail companies and have uses that

are primarily retail or associated everyday services.

The mandate would no longer require an anchor tenant or tenants to occupy more than 50% of the net

lettable area of the property and more than 50% of the rental income, which creates more flexibility

for investment opportunities.

The mandate will also be expanded to include assets with development potential, including those in

high-growth urban areas with zoning that supports intensification, or which is able to be converted into

CBR properties such as through change of use, leasing, development and redevelopment initiatives.

Slide 16 – Key benefits of mandate expansion

There are several key benefits arising from expanding the investment mandate including:

• Investing in CBR properties would complement the existing strategy of investing in large

format retail;

• Allowing Investore to pursue CBR properties with strong growth characteristics or

development potential;

• CBR properties typically provide slightly higher yields, greater tenant diversity and more

frequent lease resets, often leading to higher annual rental growth. This is expected to put

Investore in a position to deliver both a resilient and growing income stream, enhancing

returns for shareholders;

• Facilitating greater tenant and income diversification over time, and reducing concentration

risk in the portfolio; and

• Better aligning Investore with strategic trends among peer entities in Australasia. Listed

REITs such as Charter Hall Retail and HomeCo Daily Needs have repositioned to prioritise

CBR assets and have generated solid performance as a result.

Slide 17 – Management fee amendments

Special Meeting of Shareholders 2025 20 October 2025
Auckland

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The current flat fee structure was a reflection of the nature of Investore’s portfolio when it listed in

2016, which primarily comprised of standalone, single-tenanted assets and which require lower

management intensity. This has become increasingly misaligned with the operational realities of

Investore’s portfolio which now includes larger, multi-tenanted centres.

A key benefit of the management fee amendment is that it ensures fees are proportionate to each

property’s scale, complexity and tenant mix. In addition, the fee structure aligns with industry practice,

improves transparency, and would have an immaterial financial impact. The amendment also supports

the portfolio’s evolution from mostly single-tenanted assets to include more management intensive

assets.

The ability to agree on the scope and an additional services fee is also proposed for resource-

intensive management services, where those services are not contemplated under the Management

Agreement.

Northington Partners have confirmed that, in its opinion, the Management Agreement Amendments

are fair to the shareholders of Investore (other than those associated with SIML).

Slide 18 – Management fee amendments

Investore currently pays SIML a flat building management fee of $10,000 per annum for each

property Investore holds. As can be seen by the graphs in the presentation, the Northington Partners

analysis show that the building management fees paid by Investore are below the average for market

peers in Australasia, on both a Contract Rental and total asset value basis.

The proposed amendments would introduce a structure whereby the building management fee will be

calculated as the greater of:

• $10,000 per annum (indexed annually to CPI); or

• All building manager’s fees and centre management expenses included within the

operating expenses and marketing expenses for the relevant properties, but only in

respect of properties acquired, developed or redeveloped by Investore after today’s date.

Fees for the Bay Central Shopping Centre, Mt Wellington Shopping Centre and 4 Carr Road Shopping

Centre, will be calculated as all building manager’s fees and centre management expenses recovered

in respect of the operating expenses and marketing expenses.

The building management fees, assuming the Silverdale Centre Acquisition is approved by

shareholders, would increase to:

• 0.9% of Contract Rental, well below the peer group average of 1.7%; and

• 0.58% of total asset value, also below the peer group average of 0.68%.

Slide 19 – Capital management provisions

The Investore Board is also proposing to remove the LVR cap embedded in the Management

Agreement so that LVR and hedging policies will be determined solely by the Investore Board.

Under the current capital management provisions in the Management Agreement, the LVR is fixed at a

limit of 50% (or such lower amount set by the Board and SIML).

This change aligns Investore with market practice, as treasury policy is typically a Board responsibility

Special Meeting of Shareholders 2025 20 October 2025
Auckland

8

for externally managed vehicles across Australia and New Zealand, and increases flexibility for

Investore’s capital structure to respond to market conditions.

This change would not reduce investor protections as Investore is restricted by its LVR banking

covenant of 60%. In addition, the Board is retaining its LVR policy of targeting an LVR of between 30-

40% over the long term.

Slide 20 – Why support the Management Agreement

Amendments?

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.

The investment mandate expansion into CBR properties is complementary to the existing large format

retail strategy, enhancing flexibility and supporting long-term value creation without a material

increase in portfolio risk or shifting Investore into unrelated asset classes.

The building management fee structure aligns the fee structure with market practice, while supporting

high-quality asset management practices for increasingly complex assets.

The capital management provisions also align with market practice and provide Investore with greater

flexibility and the ability to be more responsive to market conditions over time without leading to an

open-ended increase in risk given the Board’s oversight and Investore’s historic track record of

financial leverage.

The independent Directors view the Management Agreement Amendments as being in the best

interests of Investore and its shareholders and it is on this basis that the Board (constituted by the

independent Directors) recommends the Management Agreement Amendments to shareholders for

approval and recommend shareholders vote in favour of Resolution 3.

Slide 21 – Ratification of Convertible Notes

As previously mentioned, Investore completed a successful offer of subordinated convertible notes on

26 September 2025, raising $62.5 million of gross proceeds.

Slide 22 – Ratification of Convertible Notes

All the notes issued under the offer were issued under NZX Listing Rule 4.5.1, which, in broad terms,

permits an issue of shares (and notes which may convert to quoted shares) of up to 15% of the issued

share capital of Investore in any 12-month period without prior shareholder approval.

Resolution 4 is being proposed by the Directors to seek shareholder ratification of the prior issue of

the Notes, and the deemed number of shares to be issued upon conversion. If shareholders pass

Resolution 4, Investore will again be able to issue up to 15% of the number of shares currently on

issue without prior shareholder approval, should Investore wish to undertake a further placement of

shares in the next 12 months. The Board considers it prudent to have this capacity to issue shares

available but notes that Investore has no current intention to undertake a further capital raise.

Special Meeting of Shareholders 2025 20 October 2025
Auckland

9

Failure to pass Resolution 4 will not affect the validity of the notes but will reduce the number of

shares that can be issued by Investore under Listing Rule 4.5.1 for a period of twelve months from the

date of issue of the notes, being 26 September 2025.

The Board unanimously recommends that shareholders vote in favour of Resolution 4, as it will provide

Investore with the flexibility to raise money through the issue of shares under a placement in

accordance with Listing Rule 4.5.1 in the next 12 months if required.

This brings to an end my opening address.


Ends


For further information please contact:


Mike Allen, Chairman, Investore Property Limited

Mobile: 021 606 134 - Email: mike.allen@investoreproperty.co.nz


Philip Littlewood, Chief Executive Officer, Stride Investment Management Limited as manager of Investore

Mobile: 021 230 3026 - Email: philip.littlewood@strideproperty.co.nz


Adam Lilley, Fund Manager, Stride Investment Management Limited as manager of Investore

Mobile: 021 024 99198 - Email: adam.lilley@strideproperty.co.nz


Jennifer Whooley, Chief Financial Officer, Stride Investment Management Limited as manager of Investore

Mobile: 021 536 406 - Email: jennifer.whooley@strideproperty.co.nz

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Special Meeting of
Shareholders

20 October 2025

Chair’s Address
Shareholder Questions

Formal Business

Agenda

Investore Property Limited | Special Meeting of Shareholders

2

Woolworths, Waimakariri Junction

Overview
3

Investore Property Limited | Special Meeting of Shareholders

NZX Listing Rules requirements
4

Stride Property Limited (Stride Property) and Stride Investment Management Limited (SIML) are

each Related Parties of Investore

Investore Property Limited | Special Meeting of Shareholders

An Independent Appraisal Report has been prepared for shareholders, as required by NZX

Material Transactions with Related Parties require shareholder approval

Material Transaction – purchase price of Silverdale Centre exceeds

10% of Investore’s average market capitalisation

Material Transaction – the Silverdale Centre Letter and Management Agreement Amendments are

each Material Transactions because the gross cost in any financial year to Investore for the

services provided by SIML, as Manager, exceed 1% of Investore’s average market capitalisation

Independent transaction process
5

Silverdale Centre

•The process relating to the Silverdale Centre Acquisition,

Silverdale Centre Letter and Management Agreement

Amendments were managed by the independent Directors and

negotiated on an arm’s length basis with the assistance of legal

advisors independent of Stride Property Group and reporting

solely to the independent Directors

•Strict conflicts protocols adhered to, ensuring separation of

information and advisors

•Silverdale Centre valued by independent valuer Jones Lang

LaSalle (JLL). Their independent valuation supports the

acquisition price

•Legal documentation relating to the acquisition reviewed by

Investore’s independent legal advisors

•The independent appraisers, Northington Partners, concluded

that the purchase price and associated terms are fair to non-

associated shareholders (being shareholders of Investore other

than Stride Property and those shareholders associated with

Stride Property)

•SIML-appointed Directors abstained from voting on the Board

approval of the Silverdale Centre Acquisition, the Silverdale

Centre Letter and Management Agreement Amendments

Investore Property Limited | Special Meeting of Shareholders

Silverdale Centre Acquisition
6

Investore Property Limited | Special Meeting of Shareholders

Silverdale Centre

7
•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 32 new tenants into the portfolio such as Chemist Warehouse,

Noel Leeming and Macpac

•Catchment is projected to grow 48% between 2023 and 2048

2

, underpinning the long-term

growth potential of the Silverdale 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 agreement

1

to purchase the Silverdale Centre from Stride Property

Limited, with settlement expected to occur on 31 October 2025

1.The agreement remains subject to shareholder approval at the Special Shareholder Meeting.

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 | Special Meeting of Shareholders

Silverdale Centre overview

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

•Aligns with targeted growth strategy by

enhancing portfolio 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 lower management expense ratio

•Initial yield of 6.8% being above the current

portfolio yield of 6.5%

1

•WALT remains among the top three longest

WALTs in the NZX-listed property sector

•Proactive capital management is

supported, with a projected 8.2% unlevered

property return

2

from the Silverdale Centre

Acquisition, exceeding Investore’s weighted

average cost of capital

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.

2.Per JLL independent valuation report.

Investore Property Limited | Special Meeting of Shareholders

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9
Transaction funding

•Silverdale Centre Acquisition to be funded by

bank debt, supported by the net proceeds from

the $62.5m of convertible notes issued on

26 September 2025, which provided additional

debt capacity

•$100m additional bank debt facility provided by

banks, subject to the Silverdale Centre Acquisition

proceeding

•Post transaction pro forma LVR

1

expected to be

40.2%, below the 60% bank LVR covenant limit

[OPSM, Silverdale Centre]

Investore Property Limited | Special Meeting of Shareholders

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 $62.5m Notes issuance, and the acquisition of the Silverdale Centre.

Why support the Silverdale Centre Acquisition?
10

•Initial yield of 6.8% resulting in an expected increase of

Investore’s distributable profit, with an accretion of

approximately 3.0% in the first year of ownership

•87% of Silverdale Centre Contract Rental is subject to

structured or market-based rent reviews, underpinning the

growth outlook and supporting distributable profit growth over

time

•Strength and defensive nature of tenant covenant coupled

with larger underlying landholding enhances the appeal of

convenience-based and large format retail

•32 new tenants added to Investore’s portfolio, improving

tenant diversification

•Purchase price is consistent with JLL’s independent

valuation. Northington Partners in its Independent Appraisal

Report confirmed that, in its opinion, the terms and conditions

of the Silverdale Centre Sale and Purchase Agreement are

fair to Investore shareholders other than Stride Property and

those shareholders associated with Stride Property

Investore Property Limited | Special Meeting of Shareholders

Silverdale Centre Letter
11

Investore Property Limited | Special Meeting of Shareholders

12
Why support the Silverdale Centre Letter?

•SIML, as manager, should be paid fairly for

the additional services incurred in

managing the Silverdale Centre

•A “fall-back” to ensure that SIML is fairly

compensated for managing the Silverdale

Centre if the Management Agreement

Amendments are not approved, otherwise

the Silverdale Centre Acquisition will not

proceed

•Northington Partners in its Independent

Appraisal Report, confirmed that, in its

opinion, the Silverdale Centre Letter is fair

to Investore shareholders not associated

with SIML

Investore Property Limited | Special Meeting of Shareholders

Overview

•Sets out the incremental fees that would

be payable to SIML for managing the

Silverdale Centre, over and above what is

allowed for under the current

Management Agreement

•Provides consent to the Silverdale Centre

Acquisition from SIML (to the extent

required)

•Will only come into effect if the Silverdale

Centre Acquisition is approved, and the

Management Agreement Amendments

are not approved, by shareholders

Silverdale Centre Letter

Management Agreement Amendments
Silverdale Centre

13

Investore Property Limited | Special Meeting of Shareholders

14
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

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 practice

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 the investment mandate. Refer to

Notice of Special Meeting dated 8 Sep 25 for more information

Silverdale Centre

Investore Property Limited | Special Meeting of Shareholders

15
Expansion of mandate

The Investore Board is proposing to broaden Investore’s investment mandate to include CBR properties,

complementing the existing large format retail (LFR) 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 | Special Meeting of Shareholders

16
Key benefits of mandate expansion

✓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 | Special Meeting of Shareholders

17
Overview and rationale

Investore’s current building management fee arrangement of a

fixed $10,000 p.a., per property, reflects a portfolio of 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

The ability to agree on the scope and an additional services fee

is also included in the Management Agreement Amendments for

intensive management resource for services not contemplated

under the Management Agreement where it is requested by

Investore

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 associated with SIML)

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, the change is

expected to result in a modest reduction in

distributable profit estimated at $64k p.a. after tax,

or 0.02 cents per share after tax, across the

current portfolio

Investore Property Limited | Special Meeting of Shareholders

Management fee amendments

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

18

Building management fee

1

Current structure

•Flat building management fee of $10,000 p.a. 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.$10,000 p.a. (indexed annually to CPI from

base year FY26); or

ii.all building manager’s fees and centre

management expenses included within the

operating expenses and marketing expenses,

but only in respect of properties acquired,

developed or redeveloped by Investore after

the Amendment Date

2,3

For the three existing shopping centres

4

, the

building management fee will be all building

manager’s fees and centre management expenses

recovered in respect of the operating expenses and

marketing expenses

Building management fee charged by externally managed LPVs

by Contract Rental

5

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

5

Current average: 0.68%

1.Refer to the Notice of Special Meeting dated 8 September 2025 for more information.

2.Amendment Date being 20 October 2025, the date that the Management Agreement Amendments take

effect (subject to approval of Resolution 3 by shareholders).

3.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.

4.Includes Bay Central Shopping Centre, Mt Wellington Shopping Centre and 4 Carr Road Shopping Centre.

5.Analysis from the Independent Appraisal Report dated 8 September 2025, Northington Partners.

Investore Property Limited | Special Meeting of Shareholders

Management fee amendments

19
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

•Aligns Investore with market practice, as 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 | Special Meeting of Shareholders

Why support the Management Agreement
Amendments?

20

•An expanded investment mandate provides increased asset opportunities and growth potential,

granting Investore flexibility to pursue strategic opportunities as they arise without shifting

Investore into unrelated asset classes

•Convenience-based retail typically provides higher rental yields, is more resilient during

economic downturns, and supports diversification of Investore’s portfolio

•Management fee provisions align with market practice and support high-quality asset

management practices which are required to support Investore’s increasingly complex portfolio

•Capital management provisions provide greater flexibility to respond to market conditions

•Northington Partners have confirmed in its Independent Appraisal Report that, in its opinion, the

Management Agreement Amendments are fair to Investore shareholders not associated with

SIML

Investore Property Limited | Special Meeting of Shareholders

Ratification of Convertible Notes
21

Investore Property Limited | Special Meeting of Shareholders

22
Ratification of Convertible Notes

[OPSM, Silverdale Centre]

Investore Property Limited | Special Meeting of Shareholders

•The Notes were issued under NZX Listing Rule

4.5.1, which, in broad terms, permits Investore to

issue shares (and convertible notes which convert

to quoted shares) of up to 15% of the issued

share capital of Investore in any 12-month period

without prior shareholder approval

•The Investore Board is seeking shareholder

ratification of the issue of 62,500,000 Notes (each

with an issue price of $1.00 per Note) on 26

September 2025 and the conversion of those

Notes into up to 54,738,186 ordinary shares

•Failure to pass Resolution 4 will not affect the

validity of the Notes issued, but will reduce the

number of shares that can be issued under NZX

Listing Rule 4.5.1 for a period of twelve months

from the date of issue of the Notes, being 26

September 2025.

23
Shareholder questions

[OPSM, Silverdale Centre]

Investore Property Limited | Special Meeting of Shareholders

Online questions

•If you have a question to submit during the

live meeting, please select the Q&A tab on

the right half of your screen at any time.

Type your question into the field and press

submit. Your question will be immediately

submitted to the moderator

Help

•The Q&A tab can also be used for

immediate help. If you need assistance,

please submit your query in the same manner

as typing a question and a Computershare

representative will respond directly to you

Formal business
24

Investore Property Limited | Special Meeting of Shareholders

Mitre 10, Botany

25
How to vote

[OPSM, Silverdale Centre]

Investore Property Limited | Special Meeting of Shareholders

Shareholder and Proxyholder voting

•Once the voting has been opened, the

resolutions and voting options will allow

voting

•To vote, simply click on the Vote tab,

and select your voting direction from

the options shown on the screen

•Your vote has been cast when the tick

appears

•To change your vote, select ‘Change

Your Vote’

Resolution 1
26

Investore Property Limited | Special Meeting of Shareholders

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.

27
Investore Property Limited | Special Meeting of Shareholders

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.

Resolution 2

28
Investore Property Limited | Special Meeting of Shareholders

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.

Resolution 3

29
Investore Property Limited | Special Meeting of Shareholders

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).

Resolution 4

30
Resolution 1: Approval of the Silverdale Centre Acquisition

Proxy votes lodgedForAgainstDiscretionary

139,494,10179.43%13.49%7.08%

Investore Property Limited | Special Meeting of Shareholders

Resolution 2: Approval of the Silverdale Centre Letter

Proxy votes lodgedForAgainstDiscretionary

139,266,65479.41%13.42%7.16%

Resolution 3: Amendments to the Management Agreement

Proxy votes lodgedForAgainstDiscretionary

139,391,23281.83%10.99%7.17%

Resolution 4: Ratification of issue of convertible notes and shares

Proxy votes lodgedForAgainstDiscretionary

209,431,53089.42%6.08%4.50%

Proxy votes received

31
Important Notice: The information in this presentation is an overview and does not contain

all information necessary to make an investment decision.It is intended to constitute a

summary of certain information relating to the Notice of Special Meeting issued by

Investore on 8 September 2025. The information in this presentation does not purport to

be a complete description of Investore or the matters referred to in the Notice of Special

Meeting. This presentation is for information purposes only and is not financial or

investment advice or a recommendation to acquire Investore securities, and has been

prepared without taking into account the objectives, financial situation or needs of

individuals. In making an investment decision, investors must rely on their own

examination of Investore, including the merits and risks involved. Investors should consult

with their own legal, tax, business and/or financial advisors in connection with any

acquisition of securities.

No representation or warranty, express or implied, is made as to the accuracy, adequacy

or reliability of any statements, estimates or opinions or other information contained in this

presentation, any of which may change without notice. To the maximum extent permitted

by law, Investore, Stride Investment Management Limited and their respective directors,

officers, employees, agents and advisers disclaim all liability and responsibility (including

without limitation any liability arising from fault or negligence on the part of Investore,

Stride Investment Management Limited and their respective directors, officers,

employees, agents and advisers) for any direct or indirect loss or damage which may be

suffered by any recipient through use of or reliance on anything contained in, or omitted

from, this presentation.

Any past performance information given in this presentation is given for illustrative

purposes only and should not be relied upon as (and is not) an indication of future

performance. Any forward-looking information contained in this presentation is inherently

uncertain and no assurance can be given that actual outcomes will not materially differ

from the forward-looking statements.

This presentation is not a product disclosure statement or other disclosure document.

For the purposes of this notice, ‘presentation’ shall mean the slides, the 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.

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

Investore Property Limited | Special Meeting of Shareholders

Ngā mihi | Thank you

Data sourced from publicly available filings. Our datasets may not be complete. Automated analysis can produce errors. If you believe any data on this page is incorrect, please contact us at hello@nzxplorer.co.nz. For informational purposes only. Not investment advice.

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