Special Meeting of Shareholders 2025
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
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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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