IPL – Special Meeting of Shareholders

Investore Property Limited
Special Meeting of Shareholders



louise.hill@strideproperty.co.nz

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INVESTORE PROPERTY LIMITED
SPECIAL MEETING
OF SHAREHOLDERS
Notice is given that a Special Meeting of Shareholders of
Investore Property Limited will be held in the Quarterdeck Room,
Royal Yacht Squadron, 181 Westhaven Marina, Auckland,
at 10.30am on Thursday, 8 February 2018.
23 January 2018

Important Note
This Notice of Special Meeting is an important document and requires your attention. It should be read in its entirety.
This Notice of Special Meeting has been prepared to advise you of the upcoming Special Meeting and to assist you
in understanding the resolution to be put to shareholders for consideration. The Directors encourage you to read this
Notice of Special Meeting and exercise your right to vote.
If you do not understand any part of this document or are in doubt as to how to deal with it, you should consult your
broker or other professional adviser as soon as possible.
Please also feel free to call Investore's Share Registrar on +64 9 488 8777 if you have any queries.
Forward-looking statements
This document may contain forward-looking statements. Forward-looking statements are predictive in nature, they are
subject to a number of known and unknown uncertainties, assumptions and risks, performance or achievements that
could result in the proposed transaction being materially different from those expressed or implied by such forward-
looking statements. Matters not yet known to Investore or not currently considered material by Investore may impact
upon these forward-looking statements. The statements in this Notice of Special Meeting reflect views held as at
the date of this Notice of Special Meeting. In light of these uncertainties, assumptions and risks, the forward-looking
statements discussed in the document may not occur. Given these conditions, shareholders are cautioned not to place
undue reliance on such forward-looking statements.
Subject to any continuing obligations under applicable law or any relevant Listing Rules, Investore expressly disclaims
any obligation to disseminate after the date of this Notice of Special Meeting any updates or revisions to any such
forward-looking statements to reflect any change in expectations or events, conditions or circumstances upon which
any such statements are based.
Contents
In this Notice of Special Meeting the following has been included:
Page
Letter from the Independent Directors3
Agenda 5
Explanatory Notes 7
Procedural Notes and Other Information 11
Defined Terms12

23 January 2018
Dear Shareholder
We are pleased to invite you to attend a Special Meeting of Shareholders of Investore Property Limited, which will
be held in the Quarterdeck Room at the Royal Yacht Squadron, 181 Westhaven Marina, Auckland, commencing at
10.30am on 8 February 2018.
Background and Overview of the Bunnings Transaction
At the Special Meeting, shareholders will be given the opportunity to vote on the proposed acquisition of three
Bunnings properties from Stride Property Limited (‘Stride'), located in Hamilton, Palmerston North and Rotorua, for
$78.5 million (exclusive of GST), which if approved at the Special Meeting, will settle on 28 February 2018
(‘Bunnings Transaction').
The Bunnings Transaction will complete the final phase of Investore's foundational strategic programme, initially
signalled in the Investore Product Disclosure Statement (‘PDS')
1
. While the PDS set out Stride's intention to transfer
its remaining large format retail properties to Investore prior to Investore's listing on 12 July 2016, ownership of the
identified assets was retained by Stride, as the terms of transfer for the properties could not be agreed with the tenant
within the timeframe required to align the divestment of assets with the Investore IPO.
As discussed with shareholders at Investore's inaugural 2017 Annual Meeting held on 8 September 2017, one of the
key strategies identified for the remainder of the year ended 31 March 2018 (‘FY18') was centered on sourcing further
investment opportunities. We are pleased to report that the Bunnings Transaction delivers on this strategy by:
 Providing a positive step in securing investment opportunities in a segment of the market that provides unique
investment attributes.
 Rebalancing the existing portfolio to ensure performance is consistent with Investore's primary investment
objectives.
 Supporting the goal to deliver total returns to shareholders over the medium to long term that are typically highly
resilient across a wide range of market conditions.
Some key features of the Bunnings Transaction are set out in the insert below.
Material Transaction with a Related Party and IAR
As advised in Investore's market announcement to NZX on
13 November 2017, the Bunnings Transaction will be a
Material Transaction for the purposes of the related party rules of the
NZX Main Board/Debt Market Listing Rules (‘Listing Rules'), and
therefore subject to Investore shareholder approval.
Consistent with the requirements of the Listing Rules, Northington Partners
has been engaged by Investore to prepare an Independent Appraisal
Report (‘IAR') for the benefit of shareholders (other than those Investore
shareholders associated with Stride), and have assessed the Bunnings
Transaction and all of its key elements to be fair to those Investore
shareholders not associated with Stride.
The IAR accompanies this Notice of Special Meeting. Shareholders
should read and consider the IAR before voting on Resolution 1.
Bunnings Transaction
- Acquire three properties
- Initial yield 6.13%
- 100% occupancy
- Weighted Average Lease
Term 11.75 years as at the
expected Settlement Date
- Net rental of $4.81m p.a.
1
For the initial public offering (‘IPO') of ordinary shares in Investore dated 10 June 2016.
3

Independent 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 governance practices and was discussed in significant detail
in Investore's PDS. Throughout the negotiation of the Bunnings Transaction, the Board was cognisant of adopting an
independent and robust transaction process, delivering the best outcome for Investore and its shareholders.
The standing conflicts protocols of Stride Investment Management Limited (‘SIML'), as manager of Investore, was
applied in negotiating the Bunnings Transaction with Stride. The Board implemented the following measures in order
to ensure a thoroughly independent process:
 The independent Directors of Investore, being Kate Healy and Mike Allen, managed the negotiation of the sale
and purchase agreement with the Board of Stride.
 Independent valuations on each of the three properties were obtained from Jones Lang LaSalle, with the
valuations supporting the $78.5 million acquisition price.
 Separate legal advisers were appointed for each of Investore, Stride and SIML (the manager of both Stride and
Investore).
 As required by the Listing Rules, the non-independent Investore Directors Tim Storey and John Harvey, abstained
from voting on the matter.
Bunnings Transaction Delivers
The proposed acquisition of the Bunnings Properties will provide diversification of Investore's tenant mix, reducing the
General Distributors (Countdown) concentration from 81% of portfolio gross Contract Rental
2
(as at 30 September 2017)
to 73%, with the acquisition of the Bunnings Properties equating to 10% of the portfolio gross Contract Rental going
forward.
The Bunnings Properties were recently leased on new twelve-year lease terms and provide a higher proportion of
structured growth into Investore's portfolio with a fixed 2.5% per annum rental uplift. Following the completion of the
Bunnings Transaction, Investore will have a long weighted average lease term (‘WA LT') of 13.6 years across its property
portfolio on a pro-forma basis as at 30 September 2017.
After the acquisition of the Bunnings Properties, the bank loan to value ratio (‘LV R') will increase from approximately
39% to 46%. Although this is below Investore's targeted maximum LVR ratio of 48%, Investore is planning on
disposing up to three properties to provide balance sheet capacity for future activities, including capital expenditure
works.
The independent Directors consider the acquisition of the Bunnings Properties to be consistent with Investore's
strategy to acquire large format retail properties that deliver total returns to shareholders over the medium to long term
and that are typically highly resilient across a wide range of market conditions.
With an expected settlement date for the Bunnings Transaction of 28 February 2018, being one month prior to
year-end, the Board reconfirms dividend guidance of 7.46 cents per share for FY18.
I encourage all shareholders to read this Notice of Special Meeting in its entirety, including the enclosed IAR from
Northington Partners.
Yours sincerely
Mike Allen
Independent Chairman of Investore Property Limited
2
Contract Rental is the amount of rent payable by each tenant, plus other amounts payable by that tenant under the terms of
the relevant lease as at 30 September 2017, annualised for the 12 month period on the basis of the occupancy level for the
relevant property as at 30 September 2017, and assuming no default by the tenant.
4

NOTICE OF SPECIAL MEETING OF
SHAREHOLDERS
The Board of Directors of Investore Property Limited (‘Investore’ or ‘the Company’) is pleased to call
a Special Meeting of Shareholders to present the resolution below for the proposed acquisition of three
Bunnings stores from Stride Property Limited, with the detail of the Bunnings Transaction set out in the
Explanatory Notes to the Notice of Special Meeting. The Bunnings Transaction will:
 Provide a positive step in securing investment opportunities that are consistent with the Company's
investment mandate.
 Rebalance the existing portfolio to ensure performance is consistent with Investore's primary
investment objectives.
 Support Investore's goal to deliver total returns to shareholders over the medium to long term that are
typically highly resilient across a wide range of market conditions.
AGENDA
A. Chairman's Introduction and Address
B. Formal Business and Ordinary Resolution
Resolution 1: To consider and, if thought fit,
pass the following ordinary resolution for the
purposes of NZX Main Board/Debt Market
Listing Rule (‘Listing Rules’) 9.2.1(a):
That the purchase of three Bunnings properties
located in Hamilton, Palmerston North and Rotorua
for $78.5 million (excluding GST) by Investore
Property Limited from Stride Property Limited
(as described in further detail in the Explanatory
Notes within the Notice of Special Meeting dated
23 January 2018), be approved.
The Board (constituted by the independent
Directors) recommend shareholders vote in favour
of Resolution 1.
Directors Tim Storey and John Harvey have
abstained from making this recommendation,
on the basis that they are also directors of
Stride Property Limited (‘Stride’), a 19.9%
cornerstone shareholder in Investore and
seller of the Bunnings Properties to Investore
(as defined in more detail within the
Explanatory Notes to this Notice of Special
Meeting).
Attendance, Voting Rights and Proxies
Shareholders can vote on Resolution 1, as follows:
 In Person: Attend the meeting and vote.
 By Proxy: Appoint a proxy to attend the meeting and
vote in your place. If you wish to appoint a proxy, please
complete and return the Proxy Voting Form which is
enclosed with this Notice of Special Meeting, or lodge
your proxy preference online at www.investorvote.co.nz
(see the Explanatory Notes to this Notice of Special
Meeting for further details on appointing a proxy). To be
effective, the Proxy Voting Form must be received by
Investore's share registrar or the online appointment
completed through Investorvote, no later than 10.30am
on Tuesday 6 February 2018.
By order of the Board
Louise Hill
Company Secretary
23 January 2018
5

For more information and key metrics on each of the Bunnings Properties, refer to Sections 5.1 and 6.1 of the IAR.
Palmerston North – Corner Tremaine
Avenue and Railway Road
Net Lettable Area (m2) – 13,730
WALT at Settlement – 11.75 years
Valuation – $26,250,000
Market Cap – 5.75%
Contract Yield – 6.05%
Hamilton - 446 Te Rapa Road
Net Lettable Area (m2) – 13,940
WALT at Settlement – 11.75 years
Valuation – $25,250,000
Market Cap – 6.00%
Contract Yield – 6.14%
Rotorua - 26-48 Old Taupo Road
Net Lettable Area (m2) – 12,763
WALT at Settlement – 11.75 years
Valuation – $28,000,000
Market Cap – 5.88%
Contract Yield – 5.96%
6

EXPLANATORY NOTES
1. Details of the Bunnings Transaction
Property Description
On 13 November 2017, Investore Property Limited
(‘Investore') entered into a conditional sale and purchase
agreement (the ‘Sale and Purchase Agreement') with
Stride Property Limited (‘Stride') to acquire three large
format retail Bunnings operated properties owned by
Stride at the following locations:
 446 Te Rapa Road, Hamilton, with a total net
lettable area of 12,763 m
2
;
 The Corner of Tremaine Avenue and Railway Road,
Palmerston North, with a net lettable area of
13,730 m
2
;
 26-48 Old Taupo Road, Rotorua, with a net lettable
area of 13,940 m
2
;
(the three properties together referred to as the ‘Bunnings
Properties').
Terms and Conditions of Sale
The purchase price for the Bunnings Properties is
$78.5 million (excluding GST) in aggregate, with the
purchase price allocated across the individual properties,
being a price supported by independent valuations
commissioned by Investore and undertaken by
Jones Lang LaSalle.
All conditions to settlement of the transaction have been
satisfied as at the date of this Notice of Special Meeting,
other than Investore's shareholder approval of the
Bunnings Transaction.
The Sale and Purchase Agreement is conditional on
Investore shareholders approving the Bunnings Transaction
by way of ordinary resolution, which will be sought at the
Special Meeting of shareholders on 8 February 2018. If
approved by shareholders, the Bunnings Transaction will
become unconditional following the payment of a $5 million
deposit by Investore to Stride, with the remainder of the
purchase price payable on the settlement date, which is
expected to occur on 28 February 2018
(‘Settlement Date').
Consistent with what would typically be expected in a
commercial transaction of this nature and size, other key
terms of the Sale and Purchase Agreement include:
 Vendor warranties which include; title to the
Bunnings Properties, the buildings on each
property, the three leases, and there being no
litigation or disputes associated with each of the
properties;
 Leasing management obligations on the vendor
in relation to any proposed assignment,
subletting or rent review of the Bunnings
Properties, which requires the vendor to obtain
Investore's approval for any such lease transaction
once the acquisition of the Bunnings Properties is
unconditional;

 Vendor settlement responsibilities and deliverables
which are usual for this type of transaction; and
 Liability provisions and thresholds for claims by
Investore as the purchaser post settlement, and the
requirement that any claim should be brought
within 12 months of settlement, except where there
is a breach of the corporate warranty or title warranty.
The Sale and Purchase Agreement also includes a
provision which specifies what happens in the event of any
of the Bunnings Properties being damaged prior to
settlement and that damage not being reinstated by the
Settlement Date. In this case, settlement of the specific
property is deferred for 40 working days to assess the
feasibility of reinstatement, with the balance of the
remaining properties to settle as anticipated. Investore is
obliged to settle on the relevant property, notwithstanding
damage, if it can obtain the required consents to perform
the reinstatement work and Stride (as the vendor) and its
insurers, agree to pay to Investore the insurance proceeds
to reimburse the restoration costs and loss of rent, with the
necessary financial adjustment to the purchase price to
occur on settlement.
The Bunnings Properties have been inspected by
Investore and Jones Lang LaSalle (Investore's appointed
independent valuers), who confirm within the relevant
valuation reports that the Bunnings Properties have been
well maintained, with no deferred maintenance
requirements evident and no known environmental issues.
Key Lease Terms
The Bunnings Properties, which comprise a total net
lettable area of 40,433 m
2
, are currently leased to
Bunnings Limited, with each site trading as a
‘Bunnings Warehouse' store.
7

Stride, as the current owner of the Bunnings Properties,
has recently renegotiated the terms of the existing leases
with Bunnings and entered into new lease agreements.
The key lease terms under these new lease agreements
are as follows:
 The commencement date of each lease is
1 December 2017 for an initial term of 12 years,
expiring 30 November 2029.
 Bunnings has the right to renew the lease for
8 further terms of 6 years each (i.e., a further
48 years).
 Combined annual net Contract Rental is
$4.81 million for all leases, with structured rental
growth of 2.5% per annum over the 12 year initial
term, following which market reviews will be
undertaken at the commencement of the first
further term and every second further term
thereafter (i.e., every 12 years).
 Bunnings has a first right of refusal in the event of a
proposed sale of any of the Bunnings Properties.
 Bunnings has the right to acquire any (or all) of
the Bunnings Properties during the sixth further
term (i.e. in year 48), on the assumption that a new
six year lease term is in place.
 Bunnings may require at any time during the initial
term and any subsequent term of the lease (but
only once during any relevant term), upgrade works
be undertaken at the landlord's cost, capped at
$6 million (increasing at CPI). Any such works
undertaken will increase the rent by 6.25% of the
cost of the works until any subsequent market rent
review.
 Bunnings is responsible for the payment of rates,
insurance premiums and other operating expenses.
 Bunnings is entitled to a payment of $18 million in
connection with the renegotiation of the leases.
This payment has been met in full by Stride and no
part of that cost is to be paid by Investore.
For a more fulsome overview of the Bunnings Transaction,
refer to section 5.0 of the IAR.
2. Impact of the Bunnings Transaction
If the Bunnings Transaction is approved, the impact for
Investore will be as follows:
 The transaction provides a higher proportion of
structured growth within the Investore portfolio, with
a fixed 2.5% per annum rental uplift.
 It provides diversification to the tenant mix, reducing
the Countdown concentration from 81% of
portfolio gross Contract Rental (as at 30 September
2017) to 73%, with gross Contract Rental from
the Bunnings Transaction post settlement equating
to 10% of Investore's total portfolio gross Contract
Rental, with Bunnings becoming the second largest
tenant of Investore.
 On completion of the Bunnings Transaction, the
WALT for Investore's portfolio will be 13.6 years on a
pro-forma basis as at 30 September 2017.
 It enhances geographic diversification by increasing
Investore's exposure to regional North Island
locations, with total geographic exposure outside
the main centres of Auckland, Wellington and
Christchurch increasing from approximately 38%
to 43%.
Additional implications for Investore are
as follows:

 Management fees incurred on the Bunnings
Properties are estimated to be $0.46 million per
annum, which is calculated on the basis of a 0.55%
asset management fee on the value of each
property, in addition to a building management fee
of $10,000 per property, per annum.
 One-off transaction costs associated with
the Bunnings Transaction are estimated to be
approximately $0.2 million which will be capitalised
across the Bunnings Properties post settlement.
The Board reconfirms dividend guidance of 7.46 cents
per share for FY18. Guidance for FY19 is expected to be
provided contemporaneously with the announcement of
Investore's FY18 results.
Further discussion on the financial and operational
impact of the Bunnings Transaction on Investore is
considered by Northington Partners in its pro-forma
analysis, which is set out in Sections 6.2 and 6.3 of
the IAR.
3. How will the Bunnings Transaction be
Funded?
If approved by shareholders, the Bunnings Transaction
will be funded through Investore's existing debt facilities.
8

Following settlement of these properties the bank
loan to value ratio (‘LV R') is expected to increase
from approximately 39% to 46%, but remains below
Investore's long-term target of 48% and is well within
Investore's covenant limits of 65%.
3

Investore is considering the potential divestment of up
to three existing properties, to provide balance sheet
capacity for future activities, including capital expenditure
works. Updates on any divestments will be provided to
the market and shareholders in due course.
On this basis, Investore will retain sufficient financial
flexibility to effectively pursue its current strategy.
(see the table below for further details).
For more information on the financial implications of the
Bunnings Transaction, refer to Section 6.2 of the IAR.
4. Rationale for the Bunnings Transaction
Investore was initially established by Stride and listed
in 2016 with a clear investment strategy to invest in
large format retail properties, a segment of the market
identified as offering unique investment attributes.
With this investment mandate clearly established, the
Board's focus has been to look for further opportunities
to expand Investore's portfolio and to enhance
shareholder returns by optimising capital structure.
The Bunnings Transaction is consistent with Investore's
existing strategy of sourcing an investment pipeline of
large format retail properties.
As signalled in Investore's PDS, had Stride been able to
re-negotiate appropriate lease terms with Bunnings prior
to Investore's IPO, it is likely the Bunnings Properties
would currently be part of Investore's portfolio.

At 100% occupancy with a quality tenant, a long WALT
and attractive lease terms, Investore's independent
Directors believe that the Bunnings Properties are a
complementary fit with Investore's existing property
portfolio.
The Bunnings Transaction will complete the final phase
of Investore's foundational strategic programme and will
support the goal to deliver total returns to shareholders
over the medium to long term that are typically highly
resilient across a wide range of market conditions.
The Board (constituted by the independent Directors)
recommend the Bunnings Transaction to shareholders
for approval and encourage shareholders to vote in
favour of Resolution 1. The independent Directors view
the Bunnings Transaction as in the best interests of
Investore and its shareholders.
5. Tax Considerations
After allowance for tax depreciation on the property
improvements and other deferred tax adjustments,
the Bunnings Transaction has a negligible impact on
Investore's pro-forma tax liability in the FY18 period.
6. What are the Implications of the Bunnings
Transaction not Proceeding?
The Sale and Purchase Agreement is conditional
on Investore shareholders approving the Bunnings
Transaction. Should the Bunnings Transaction not be
approved by shareholders, the Bunnings Transaction
will not complete. In such circumstances, there will be
no financial penalties for Investore under the Sale and
Purchase Agreement.
3
In accordance with the Management Agreement between Investore and SIML, Investore is to have an LVR of not more than
50% or such lower LVR as set by the board of directors with the agreement of SIML. The board of directors has set a long term
target LVR of approximately 48%.
As at 30 Sep 17Acquisition Properties
1
Post Acquisition
3
Portfolio Asset Valuation$662.7 million$79.5 million$742.2 million
Borrowings
2
$261.0 million$78.7 million$339.7 million
Notes:
1. Acquisition properties includes the Bunnings Properties to be acquired for $78.5 million and the acquisition of
6 and 8 Heaton Street, Timaru for $957,280 on 8 November 2017.
2. Borrowings is before any refinancing prepayments, and assumes only the Bunnings Properties and transaction costs are funded
with bank debt.
3. Pro-forma as at 30 September 2017 post the acquisitions.
9

7. Listing Rule Requirements
The negotiation of the Bunnings Transaction has been
conducted at arm's length, with both Investore and
Stride acting in their own best interests. The relationship
between Investore and Stride, with Stride a 19.9%
shareholder in Investore, results in the Bunnings
Transaction being considered a Material Transaction with
a Related Party of Investore, for the purposes of Listing
Rule 9.2.
Key elements of this analysis are set out below:
 Material Transaction: A Material Transaction under
Listing Rule 9.2 includes an acquisition of assets
having an aggregate net value in excess of 10% of
average market capitalisation. The Bunnings
Transaction qualifies as a Material Transaction for
Investore, because the average market capitalisation
of Investore for this purpose is $350.7 million
(measured over the 20 trading days before the
agreement for the Bunnings Transaction was
entered into and announced on 13 November
2017). Consequently the $78.5 million purchase
price is in excess of 10% of the average market
capitalisation of $35 million.
 Related Parties: Investore and Stride are parties to
the Bunnings Transaction and are Related Parties
due to Stride having a 19.9% cornerstone
shareholding in Investore. Despite being
Related Parties, this does not necessarily mean
Stride has influence over Investore, but under the
Related Party regime of the Listing Rules, it is
enough that the influence “could” exist.
NZX Listing Rule 9.2.1 provides that an issuer such as
Investore cannot enter into a Material Transaction with
a Related Party unless the transaction is approved by
ordinary resolution of the issuer's shareholders (excluding
any interested Related Party and Associated Persons of
such Related Party). Accordingly, Investore must obtain
approval of the Bunnings Transaction by ordinary
resolution which is presented as ‘Resolution 1'.
The Bunnings Transaction cannot proceed if this
resolution is not approved by shareholders.
For more information on voting restrictions in relation
to Resolution 1, please refer to the Procedural Notes
and Other Information section of this Notice of Special
Meeting.
8. Appraisal Report
Listing Rule 9.2.5 requires a Notice of Meeting for
approval of a Related Party transaction to be
accompanied by an Independent Appraisal Report (‘IAR').
An IAR has been prepared by Northington Partners
Limited for the benefit of Investore shareholders (other
than those shareholders associated with Stride), in
accordance with Listing Rules 1.7 and 9.2.5 and is
enclosed with this Notice of Special Meeting.
Consistent with Listing Rule 1.7.2, Northington Partners
have confirmed in the IAR that in its opinion, the purchase
price of $78.5 million and other terms and conditions of
the Sale and Purchase Agreement is fair to the
shareholders of Investore (other than those associated
with Stride).
For more information on the scope of the IAR and
Northington Partners' assessment of the Bunnings
Transaction, refer to Sections 2.0 and 6.0 of the IAR.
9. NZX Approval
NZX has approved this Notice of Special Meeting but
does not take any responsibility for any statement
contained in this Notice of Special Meeting.
10

PROCEDURAL NOTES AND OTHER
INFORMATION
Attendance, Voting Rights and Proxies
As a shareholder, you may attend the meeting and vote, or
you may appoint a proxy to attend the Special
Meeting and vote in your place. If you wish to appoint a
proxy you should complete and return the Proxy Voting
Form which is enclosed with this Notice of Special
Meeting, or lodge your proxy preference online at
www.investorvote.co.nz (see below for further details).
A proxy need not be a shareholder of Investore. If you
wish, you may appoint independent Directors Mike Allen
or Kate Healy as proxy.
Lodging your proxy online will require you to enter your
CSN Securityholder number and postcode/country of
residence and the secure access control number that is
located on the front of your Proxy Voting Form.
To be effective, the Proxy Voting Form must be received
by Investore's share registrar or the online appointment
completed through Investorvote, no later than 10.30am
on Tuesday 6 February 2018.
Proxy Voting Forms must be returned to the office of
Investore's share registrar, Computershare Investor
Services Limited, either by:
 Mail in the enclosed pre-paid envelope, addressed
to Private Bag 92 119, Auckland 1142;

 Fax to +64 9 488 8787; or
 Lodge your proxy appointment online at
www.investorvote.co.nz.
Voting entitlements will be determined at 5.00pm on
Friday 2 February 2018. Registered shareholders at
that time will be the only persons entitled to vote at the
Special Meeting and only the shares registered in those
shareholders' names at that time may be voted at the
Special Meeting.
A corporate shareholder may appoint a person to attend
the meeting as its representative in the same manner as
it may appoint a proxy.
If you appoint a proxy, you may either direct your proxy
how to vote for you or you may give your proxy discretion
to vote as he/she sees fit. If you wish to give your proxy
discretion, then you must mark the appropriate boxes on
the Proxy Voting Form.
If you appoint Directors Mike Allen or Kate Healy as
your proxy, and tick the Proxy's Discretion box, Directors
Mike Allen and Kate Healy intend to vote in favour of
Resolution 1. If you do not tick any box (either “For”,
“Against” or “Proxy's Discretion”), the Directors will not be
permitted to act as your proxy.
If you are attending in person, please bring the enclosed
Proxy Voting Form to the Special Meeting to assist with
your registration.
Voting Restrictions
In accordance with Listing Rule 9.3.1, Investore will
disregard any votes cast by Stride or its “Associated
Persons” (as defined in the Listing Rules, which will
include Directors Tim Storey and John Harvey and the
other Stride Directors) on Resolution 1. Stride Property
Limited and its Associated Persons may not vote as
proxy for a person who is entitled to vote on Resolution 1
where such person gives the proxy holder discretion
how to exercise the vote.
Ordinary Resolutions
Resolution 1 will be passed if approved by ordinary
resolution of shareholders (excluding Stride and any of
its directors who hold shares in Investore) not associated
with the Related Party at the Special Meeting. An ordinary
resolution means a resolution passed by a simple majority
of the votes of those shareholders entitled to vote and
voting on the resolution.
11

Defined Terms
Associated Person has the meaning given to that term in the Listing Rules;
Board means the board of directors of Investore Property Limited acting, for the purposes of the Bunnings Transaction,
through and by the independent Directors;
Bunnings means Bunnings Limited who is in the business of operating ‘Bunnings Warehouse' stores throughout New
Zealand, with ASX listed Wesfarmers having ultimate ownership of the Bunnings brand;
Bunnings Properties means the three Bunnings-operated properties currently owned by Stride at the following locations:
 446 Te Rapa Road, Hamilton, with a total net lettable area of 12,763 m
2
;
 The Corner of Tremaine Avenue and Railway Road, Palmerston North, with a net lettable area of 13,370 m
2
;
 26-48 Old Taupo Road, Rotorua, with a net lettable area of 13,940 m
2
;
Bunnings Transaction means the proposed acquisition by Investore of the Bunnings Properties from Stride for $78.5 million
(exclusive of GST), which, if approved by shareholders at the Special Meeting, is expected to settle on 28 February 2018;
Contract Rental means the amount of rent payable by each tenant, plus other amounts payable by that tenant under
the terms of the relevant leases, annualised for the 12 month period on the basis of the occupancy level for the
relevant property and assuming no default by the tenant;
IAR means the appraisal report prepared by Northington Partners Limited in relation to the Bunnings Transaction and
enclosed with this Notice of Special Meeting;
Investore or the Company means Investore Property Limited;
IPO means the Initial Public Offering of shares in Investore on 12 July 2016;
Listing Rules means the NZX Main Board/Debt Market Listing Rules;
LV R means loan to value ratio;
Northington Partners means Northington Partners Limited;
NZX means NZX Limited;
PDS means Investore's Product Disclosure Statement in relation to the initial public offering of ordinary shares in Investore
dated 10 June 2016;
Sale and Purchase Agreement means the sale and purchase agreement between Investore and Stride for the
Bunnings Properties dated 13 November 2017;
Settlement Date means 28 February 2018;
SIML means Stride Investment Management Limited, which provides real estate investment management services to
Investore;
Stride means Stride Property Limited;
Stride Property Group means the NZX listed stapled group comprising Stride Property Limited and Stride Investment
Management Limited;
Special Meeting means the special meeting of Investore shareholders, and any adjournment of that meeting, to be
held to consider and, if thought fit, approve the Bunnings Transaction;
WA LT means weighted average lease term.
12

---

Lodge your Proxy Voting Form
Proxy Voting Form
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By Fax
+64 9 488 8787
The Special Meeting of Shareholders of Investore Property Limited, will be held on Thursday 8 February 2018, at 10.30am,
in the Quarterdeck Room, Royal Yacht Squadron, 181 Westhaven Marina, Auckland, New Zealand.
For all enquiries contact
+64 9 488 8777
By Email
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PLEASE NOTE: You will need your CSN/Shareholder Number and postcode or country of residence (if outside
New Zealand) to securely access InvestorVote and then follow the prompts to appoint your
proxy.
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Voting - General
You are entitled to one vote for every fully paid share in Investore Property Limited, held
at 5pm on 2 February 2018. It is intended that voting at the Special Meeting (‘Meeting')
will occur by way of poll.
Options on How to Vote
Option 1 - Attend the Meeting
If you propose to ATTEND the Meeting, please bring this Proxy Voting Form intact to
the Meeting, as the barcode will assist with your registration. If a representative of a
corporate security holder or proxy is to attend the Meeting, they may need to provide
evidence of your authorisation to act prior to admission.
Option 2 - Appoint a Proxy (refer to Steps 1 & 2 over the page or go to
www.investorvote.co.nz)
If you do not plan to attend the Meeting, you may appoint a proxy of your choice, by either
completing the form over the page or lodging your preferences online at
www. investorvote.co.nz. A proxy need not be a shareholder of Investore Property Limited.
If you appoint a proxy, that person is entitled to attend the Meeting to represent
your interests and must be present for your vote to be counted.
If you intend to appoint a Director of Investore Property Limited as your proxy, you should
appoint independent Directors Mike Allen or Kate Healy as your proxy.
Should you wish to direct the proxy how to vote, the boxes over the page should be
completed for the resolution presented in Step 2 or you can lodge your proxy preferences
online. If you mark the “Proxy's Discretion” box for the resolution, you are directing your
proxy to vote as he or she thinks fit on your behalf. If you return your Proxy Voting Form
without direction on the resolution, your proxy will not be permitted to vote.
Directors Mike Allen and Kate Healy (being the independent Directors of Investore
Property Limited) intend to vote proxies given to them marked “Proxy's Discretion” in favour
of Resolution 1.
Voting Restrictions
Investore Property Limited will disregard any votes cast by Stride Property Limited
(‘Stride') or its “Associated Persons” (as defined in NZX Listing Rules, which will include
Directors Tim Storey and John Harvey and the other Stride Directors) on Resolution 1.
Stride and its Associated Persons may not vote as proxy for a person who is entitled
to vote on Resolution 1 where such person gives the proxy holder discretion how to
exercise the vote.
Signing Instruction for the Proxy Voting Form
Individual
Where a shareholder is an individual, this Proxy Voting Form must be signed by the
shareholder or his or her duly authorised attorney.
Joint Shareholding
In the case of joint shareholding, this Proxy Voting Form must be signed by each of the
joint shareholders (or their duly authorised attorney).
Companies
Where the shareholder is a company or corporate shareholder, this Proxy Voting Form
must be signed by a duly authorised officer or attorney.
Trusts
Where a shareholder is a trust, this Proxy Voting Form must be signed by at least one
trustee in accordance with the relevant trust deed (using rules for an individual or a
company, depending on whether the trustee is an individual or a company).
Partnerships
Where a shareholder is a partnership, this Proxy Voting Form should be signed by at
least one partner in accordance with the rules governing the partnership (using the rules
for an individual or a company, depending upon whether the partner is an individual
or a company).
Power of Attorney
If this Proxy Voting Form has been signed under a power of attorney, a copy of the power
of attorney and a signed certicate of non-revocation of the power of attorney must be
produced with this Proxy Voting Form, unless it has already been noted by Investore
Property Limited or Computershare Investor Services Limited.
Body Corporate
A body corporate shareholder may appoint a representative on its behalf in the same manner
as if it were appointing a proxy, provided that the Chairman of the Meeting, the Board, or
the persons checking the entitlement of people to attend the Meeting, shall waive any time
limit for prior notice in respect of a corporation in favour of a person who at the Meeting can
produce reasonable evidence of their authority to represent the corporation.
For your proxy to be effective it must be received by 10.30am (NZST) Tuesday 6 February 2018

Turn over to complete the Proxy Voting Form

Special Meeting of Shareholders of Investore Property Limited,
will be held on Thursday 8 February 2018, at 10.30am, in the
Quarterdeck Room, Royal Yacht Squadron, 181 Westhaven
Marina, Auckland, New Zealand

ATTENDANCE SLIP
Signature of Shareholder(s) This section must be completed.
Shareholder 1
or Sole Director/Directoror Director (if more than one)
Shareholder 2Shareholder 3
Contact Name Contact Daytime Telephone Date
hereby appoint
of
or failing that person
of
I/We being a shareholder/s of Investore Property Limited (‘Company’)
as my/our proxy to act generally at the Meeting on my/our behalf and to vote in accordance with the following directions at the Special
Meeting of Shareholders of Investore Property Limited, to be held on Thursday 8 February 2018, at 10.30am, in the Quarterdeck
Room, Royal Yacht Squadron, 181 Westhaven Marina, Auckland, New Zealand
and at any adjournment of the Meeting.
(name of proxy)
(name of proxy)
(address)
(address)
STEP 1: Appoint a Proxy to Vote on Your Behalf
STEP 2: Items of Business - Voting Instructions/Ballot Paper
Please note: If you mark the Abstain box for an item, you are directing your proxy not to vote on your behalf on a poll and your votes will not be counted in
computing the required majority.
For
Against
Abstain
Proxy’s
Discretion
Ordinary Resolution
Resolution 1
That the purchase of three Bunnings properties located in Hamilton,
Palmerston North and Rotorua for $78.5 million (excluding GST) by Investore
Property Limited from Stride Property Limited (as described in further
detail in the Explanatory Notes within the Notice of Special Meeting dated
23 January 2018), be approved.

---

Investore Property Limited
Independent Appraisal Report
Prepared in Relation to the Proposed Acquisition of three Large Format Retail
Properties from Stride Property Limited

January 2018

Investore Property Limited – Independent Appraisal Report Page | 2
Table of Contents
Table of Contents
1.0 Executive Summary ................................................................................................................... 4
1.1. Introduction ............................................................................................................................ 4
1.2. Summary of the Proposed Transaction .................................................................................. 4
1.3. Summary of our Assessment of the Proposed Transaction for Investore Shareholders ........ 5
1.4. Conclusion Regarding the Merits of the Proposed Transaction ............................................. 5

2.0 Scope of the Report ................................................................................................................... 6
2.1. Regulatory Requirements ...................................................................................................... 6
2.2. Basis of Assessment and Evaluation ..................................................................................... 6

3.0 Overview of the New Zealand Listed Property Sector ............................................................... 8
3.1. Industry Overview .................................................................................................................. 8
3.2. Key Metrics for each Listed Entity .......................................................................................... 8

4.0 Profile of Investore ................................................................................................................... 10
4.1. Overview of the Company .................................................................................................... 10
4.2. Property Portfolio ................................................................................................................. 10
4.3. Significant Historical Events ................................................................................................. 11
4.4. Capital Structure and Ownership ......................................................................................... 11
4.5. Share Price Performance ..................................................................................................... 12
4.6. Summary Financial Results ................................................................................................. 12

5.0 Overview of the Proposed Transaction .................................................................................... 15
5.1. Overview of the Proposed Transaction and Acquisition Properties ...................................... 15
5.2. Key Lease Terms ................................................................................................................. 16

6.0 Assessment of the Proposed Transaction ............................................................................... 17
6.1. Value of the Acquisition Properties ...................................................................................... 17
6.2. Financial Implications of the Proposed Transaction ............................................................. 18
6.3. Operational Implications of the Proposed Transaction ......................................................... 19
6.4. Summary of our Assessment ............................................................................................... 20

Appendix 1. Sources of Information Used in this Report ............................................................... 21
Appendix 2. Declarations, Qualifications and Consents ................................................................ 22

Investore Property Limited – Independent Appraisal Report Page | 3
Abbreviations and Definitions
Abbreviations and Definitions
Acquisition Properties The three large format retail properties located at 446 Te Rapa Road, Hamilton,
the Corner of Tremaine Avenue and Railway Road, Palmerston North, and 26-48
Old Taupo Road, Rotorua
Appraisal Report This report prepared by Northington Partners
Argosy Argosy Property Limited
Augusta Augusta Capital Limited
Bunnings Bunnings Limited, the current tenant of the Acquisition Properties
Company Investore Property Limited
FY In relation to Investore, financial year ending 31 March
Goodman Goodman Property Trust
General Distributors General Distributors Limited, a subsidiary of Progressive Enterprises Limited and
operator of Countdown supermarket
Investore Investore Property Limited
IPO Initial public offering
JLL Jones Lang LaSalle Limited, the property valuer of the Acquisition Properties in
relation to the Proposed Transaction
Kiwi Property Group Kiwi Property Group Limited
LPV Listed property vehicle
Management Agreement The management agreement between SIML and Investore whereby SIML
manages Investore in return for management fees
Manager SIML, the manager of Investore
Northington Partners Northington Partners Limited
Notice of Special Meeting The notice of special meeting of Investore shareholders and accompanying
material in relation to the Proposed Transaction
NPT NPT Limited
NTA Net tangible assets
NZX NZX Limited
PFI Property for Industry Limited
Precinct Precinct Properties New Zealand Limited
Proposed Transaction The acquisition of the Acquisition Properties as described in this Appraisal Report
SCA Properties The 14 properties acquired by Investore from Shopping Centres Australasia in
2016
SIML Stride Investment Management Limited
Stride Stride Property Limited
Vital Healthcare Vital Healthcare Property Trust
WALT Weighted average lease term

Investore Property Limited – Independent Appraisal Report Page | 4
Executive Summary
1.0 Executive Summary
1.1. Introduction
Investore Property Limited (“Investore” or the “Company”) is a large format retail property fund that
is listed on the main board of the NZX. Investore is externally managed by Stride Investment
Management Limited (“SIML”), the real estate management business of the stapled group which
comprises Stride Property Limited (“Stride”) and SIML. Investore was listed by Stride in 2016
following the demerger of Stride’s large format retail properties and the acquisition of certain other
large format retail properties partially funded through its $185 million initial public offering (“IPO”).
Following the IPO, Stride retained a 19.9% shareholding in Investore.
Investore and Stride have now reached a conditional agreement whereby Investore will acquire three
large format retail properties (the “Acquisition Properties”) from Stride for total consideration of
$78.5 million (the “Proposed Transaction”). All three properties are currently leased to Bunnings
Limited (“Bunnings”) and are operating as Bunnings Warehouse stores.
Stride is a related party of Investore for the purposes of the NZX Listing Rules and, because the
Proposed Transaction constitutes a material transaction with a related party under NZX Listing Rule
9.2.1, it must be approved by an ordinary resolution of Investore’s shareholders. As part of that
process, Investore has appointed Northington Partners Limited (“Northington Partners”) to prepare
an Appraisal Report for the benefit of the Investore shareholders not associated with Stride. The main
purpose of the report is to assist those shareholders to decide whether or not to approve the
Proposed Transaction.
As set out in more detail in Section 2.0, this report has been prepared in accordance with the
requirements of Listing Rule 1.7.2.
1.2. Summary of the Proposed Transaction
A summary of the proposed acquisition prices and implied passing yields for the Acquisition
Properties is set out in Table 1 below, along with the property valuations provided by Jones Lang
LaSalle Limited (“JLL”) for Investore as part of the Proposed Transaction. The aggregate purchase
price for the Acquisition Properties of $78.5 million represents a discount of $1.0 million relative to
these valuations and an implied passing yield of 6.13%.
We note that the conditions of sale and purchase for the Proposed Transaction have largely been
satisfied, with the only remaining condition being approval by Investore shareholders. Further details
about the Acquisition Properties and the Proposed Transaction terms can be found in Section 5.0.
Table 1: Summary of Purchase Price and Implied Yield Relative to Acquisition Property Valuations
Property Valuation
Date
Valuation
($m)
Purchase
Price ($m)
Net Contract
Rent ($m)
Passing Yield
at Purchase
Price
446 Te Rapa Rd,
Hamilton
11-Oct-17 $28.00 $27.65 $1.67 6.04%
Corner Tremaine Ave
and Railway Rd,
Palmerston North
3-Oct-17 $26.25 $25.92 $1.59 6.13%
26-48 Old Taupo Rd,
Rotorua
11-Oct-17 $25.25 $24.93 $1.55 6.22%
Total

$79.50 $78.50 $4.81 6.13%

Investore Property Limited – Independent Appraisal Report Page | 5
Executive Summary
1.3. Summary of our Assessment of the Proposed Transaction for Investore
Shareholders
Our full assessment of the merits of the Proposed Transaction for Investore shareholders is set out in
Section 6.0, and summarised below in Table 2.
Table 2: Summary of Conclusions
Item Key Conclusions
Further
Information
Payment
Terms
 JLL has assessed an aggregate value for the Acquisition Properties of
$79.5 million (as at October 2017).
 The proposed purchase price of $78.5 million therefore represents a
modest discount (1.3%) to the independent market valuations.
Section 6.1
Financial
Impact
 We estimate that the Proposed Transaction increases Investore’s
distributable profit by approximately 5.8% on a FY18 pro forma basis.
Assuming a consistent dividend pay-out ratio, the improved earnings
should result in enhanced dividends per share.
 The Proposed Transaction increases Investore’s gearing from
approximately 39% to 46% (measured as the ratio of debt to portfolio
value). While this remains below Investore’s long-term target gearing of
approximately 48%, it does not leave much capacity for further
acquisitions or development works. We note however that Investore has
signalled the potential to divest up to three existing properties in the short
term to provide future financial flexibility.
Section 6.2
Operational
Impact
 The Proposed Transaction is consistent with Investore’s existing strategy
of sourcing an investment pipeline of large format retail properties through
SIML’s market coverage. Had appropriate lease terms with Bunnings
been agreed at the time of Investore’s IPO, it is likely the Acquisition
Properties would already form part of Investore’s portfolio.
 Following completion of the Proposed Transaction, rental payments from
Bunnings would comprise approximately 10% of Investore’s contracted
rental income and Bunnings would become the second largest tenant.
This significantly reduces Investore’s current reliance on General
Distributors (Countdown), with a reduction from 81% of gross contracted
rent to 73% following the Proposed Transaction.
 The Acquisition Properties provide geographic diversification by
increasing Investore’s exposure to regional North Island locations. Total
geographic exposure outside of the main centres of Auckland, Wellington
and Christchurch increases from the current level of approximately 38% to
43% following the Proposed Transaction.
 The Acquisition Properties have an initial lease term of 12 years from 1
December 2017, consistent with Investore’s WALT of 13.8 years as at 30
September 2017. Following completion of the Proposed Transaction,
Investore will retain the second highest WALT in the LPV sector at 13.6
years on a pro-forma basis, as at 30 September 2017 (excluding potential
disposals by Investore).
 At 100% occupancy with a quality tenant, a long WALT and attractive
lease terms, we believe that the Acquisition Properties are a
complementary fit with Investore’s existing property portfolio.
Section 6.3
1.4. Conclusion Regarding the Fairness of the Proposed Transaction
Taking all of the key elements of the Proposed Transaction into account, we conclude that the
consideration and terms and conditions are fair to the Investore shareholders not associated with
Stride.

Investore Property Limited – Independent Appraisal Report Page | 6
Scope of the Report
2.0 Scope of the Report
2.1. Regulatory Requirements
2.1.1. NZX Listing Rule Requirements
The Proposed Transaction is subject to rule 9.2 of the NZX Listing Rules. Pursuant to rule 9.2.1,
Investore may not enter into a Material Transaction with a Related Party unless that transaction is
approved by an ordinary resolution of shareholders not associated with the Related Party.
Based on the approach taken by NZX Market Supervision in precedent transactions, a “Material
Transaction” for the purposes of the NZX Listing Rules is determined with reference to the thresholds
contained in Listing Rule 9.2.2. This relates to the acquisition or disposal of assets having an
aggregate net value in excess of 10% of the average market capitalisation of the Company. Under
the Proposed Transaction, Investore would make a payment of $78.5 million to Stride for the
Acquisition Properties, representing approximately 22% of Investore’s average market capitalisation
1
.
Listing Rule 9.2.5(b) requires that the notice of special meeting to consider the ordinary resolution
referred to above must be accompanied by an Appraisal Report, prepared by an independent adviser
to opine on the fairness of the transaction to shareholders not associated with the related party. This
report is therefore addressed to the independent directors of Investore for the benefit of shareholders
not associated with Stride.
The report should not be used for any other purpose and should be read in conjunction with the
declarations, qualifications and consents set out in Appendix 2.
2.1.2. Declarations
Pursuant to Listing Rule 1.7.2, we state that:
(i) In our opinion, the consideration and the terms and conditions of the Proposed
Transaction are fair to shareholders of Investore other than those associated with Stride.
The grounds for this opinion are set out in this report;
(ii) We believe that the shareholders entitled to vote on the resolution in relation to the
Proposed Transaction will be provided with sufficient information to understand all relevant
factors and on which to make an informed decision. The two main sources of information
are this report and the Notice of Special Meeting;
(iii) We confirm that we have been provided with all of the information that we believe is
required for the purposes of preparing this report; and
(iv) The material assumptions on which our opinion has been based are clearly set out in the
body of this report.
2.2. Basis of Assessment and Evaluation
The content required to be included in the Appraisal Report pursuant to the NZX Listing Rules is
clearly set out in rule 1.7.2. Among other things, the Appraisal Report must state whether or not the
reporter considers that the terms and conditions of the proposed transaction are “fair” to the
Company’s shareholders other than those shareholders (if any) that may be associated with the
related parties to the transaction. Although there is no statutory definition of “fair” or any specific
guidance provided in the NZX Listing Rules, our assessment of the fairness of the Proposed
Transaction is based on a consideration of:
 The consequences for the existing shareholders if the Proposed Transaction is approved or
not approved; and
 The overall terms of the Proposed Transaction.

1
Based on the 20-day volume weighted average price of Investore shares traded on the NZX up to 10 November
2017, being the last trading day before the announcement of the Proposed Transaction.

Investore Property Limited – Independent Appraisal Report Page | 7
Scope of the Report
Northington Partners has evaluated the Proposed Transaction by reviewing the following factors:
 The assessed value of the Acquisition Properties relative to the consideration being paid;
 The impact of the Proposed Transaction on Investore’s financial metrics such as debt gearing
levels, earnings per share and NTA per share;
 The impact of the Proposed Transaction on operational factors including the fit with
Investore’s stated investment strategy, as well as the geographic spread, tenant weightings
and weighted average lease terms of the Investore portfolio; and
 Other considerations that may be necessary for shareholders to make an informed decision in
relation to the Proposed Transaction.

Investore Property Limited – Independent Appraisal Report Page | 8
Overview of the New Zealand Listed Property Sector
Office
Industrial
Retail
Other
3.0 Overview of the New Zealand Listed Property Sector
3.1. Industry Overview
Table 3 summarises the entities operating in the New Zealand listed property sector by size, sector
focus, and geographic focus. The table also highlights that several entities have a primary focus on
one property type; these include PFI (industrial), Precinct (office), Vital (medical properties) and
Investore (large format retail). The remainder are largely diversified across a combination of property
types.
Table 3: Listed Property Vehicles (“LPVs”) on the NZX
Source: Annual Reports, Company announcements and presentations of each LPV, Capital IQ. Market Capitalisation as of 8
January 2018.
1
Augusta has contracted to progressively sell its entire investment property portfolio by April 2019.
3.2. Key Metrics for each Listed Entity
Table 4 sets out some of the key metrics for each LPV including relative portfolio size, weighted
average lease term (“WALT”), market price relative to net tangible assets (“NTA”) and gearing levels.
All else being equal, LPVs seek to maximise occupancy, extend the WALT of the portfolio and
smooth the lease expiry profile, while also optimising equity returns through the use of an appropriate
level of gearing. As illustrated in Table 4, Investore exhibits higher occupancy and longer lease terms
than its peers and is therefore in a position to maintain a relatively higher gearing level.

Entity Entity Type
Market
Capitalisation
Sector Exposure
Geographic
Exposure
Kiwi Property Group Company $1,960m

Goodman Trust $1,771m

Precinct Company $1,647m

Vital Healthcare Trust $967m

Argosy Company $897m

PFI Company $840m

Stride Stapled Group $652m

Investore Company $387m

NPT Company $97m

Augusta
1
Company $95m

Auckland
Christchurch
Wellington
Other

Investore Property Limited – Independent Appraisal Report Page | 9
Overview of the New Zealand Listed Property Sector
Table 4: Key Metrics for New Zealand LPVs
1

Entity
Portfolio
Value
No. of
Properties
Avg.
Property
Value
Portfolio
Cap
Rate
Occupancy WALT
Price to
NTA
Gearing
2
Kiwi Property $2,939m 14 $210m 6.4% 99.4% 5.3 0.95x 28.4%
Goodman $2,303m 14 $165m 6.5% 96.8% 5.8 1.05x 34.4%
Precinct $2,045m 14 $146m 6.2% 100.0% 7.2 1.09x 22.3%
Vital Healthcare $1,373m 37 $37m 6.0% 99.1% 17.7 1.05x 29.3%
Argosy $1,464m 63 $23m 7.3% 98.1% 5.6 1.02x 36.8%
PFI $1,166m 92 $13m 6.6% 99.6% 5.4 1.08x 32.0%
Stride $919m 29 $32m 6.9% 98.2% 4.9 1.05x 38.8%
Investore $663m 39 $17m 6.4% 99.9% 13.8 0.96x 39.4%
NPT $174m 5 $35m 7.7% 96.5% 4.6 0.83x 35.0%
Augusta $64m 4 $16m 6.7% 98.0% 5.3 1.11x
3
21.1%
Average
$1,311m 31 $69m 6.7% 98.6% 7.6 1.02x 31.7%
Source: Annual Reports, Company announcements and presentations of each LPV, Capital IQ.
1
Values for all entities have been adjusted for unconditional post-balance date acquisitions and disposals of properties (based on
available information). Acquisitions are assumed to be entirely debt funded unless the entity has specified otherwise and disposal
proceeds are assumed to be applied to debt reduction.
2
Gearing is calculated as interest-bearing debt / investment property portfolio value, except for Augusta which is based on total
assets due to the significance of its fund management operations.
3
Augusta’s NTA is adjusted to include intangibles relating to the purchase of fund management business assets.
Figure 1 sets out Investore’s historical price to NTA ratio since its listing on 12 July 2016, along with
the sector average ratio over the same period. This shows that Investore has traded at a discount to
the broader property sector since its listing and, while the price to NTA ratio for Investore has
generally followed market movements, the level of discount to the market has increased since listing.
Having generally traded within a range between 0.85x and 0.95x over 2017, Investore currently
trades at 0.96x compared to the sector index-weighted average of 1.04x.
Figure 1: Historical Price to NTA performance for Investore and Listed Property Sector

Source: Capital IQ, Northington Partners Analysis.

0.80x
0.90x
1.00x
1.10x
1.20x
1.30x
Jul-16Sep-16Nov-16Jan-17Mar-17May-17Jul-17Sep-17Nov-17
Price to NTA
InvestoreAverage LPV (Excluding Investore)

Investore Property Limited – Independent Appraisal Report Page | 10
Profile of Investore
4.0 Profile of Investore
4.1. Overview of the Company
Investore is New Zealand’s only listed property company with an investment strategy focussed on the
large format retail property sector. Large format retail properties are generally characterised by:
 Building improvements which are typically large, free-standing, “big-box” structures built on
concrete slab foundations. The building improvements are relatively modest and therefore
minimise maintenance and capital expenditure requirements.
 Long-term leases to an anchor retail tenant which occupies the majority of the lettable area of
the property.
 Primary uses related to grocery, bulk goods, factory outlet, DIY, general merchandise and
convenience retailing.
Investore was established in October 2015 to function as Stride’s investment vehicle for large format
retail properties. Investore demerged from Stride on 12 July 2016, simultaneously undertaking an
IPO on the NZX where it raised $185 million in new capital. Prior to the IPO, Investore held 25
properties consisting of 6 properties which had been transferred from Stride and 19 properties
directly acquired from Antipodean Supermarkets Limited and Antipodean Properties Limited. As part
of the transaction, the Company used the IPO proceeds to partly fund the acquisition of an additional
14 properties from ASX-listed Shopping Centres Australasia (the “SCA Properties”) in July and
September 2016.
Investore is externally managed by SIML, the real estate investment management arm of the stapled
Stride Property Group. At the time of listing Investore through the demerger from Stride, Stride
agreed that while SIML continued to manage Investore, Stride would (except in limited
circumstances) hold its exposure in large format retail properties through its shareholding in
Investore. However, Stride retained the Acquisition Properties at the time of the demerger because
acceptable terms for their transfer were not able to be agreed with Bunnings at the time.
4.2. Property Portfolio
As summarised in Table 5, Investore’s current portfolio comprises 39 properties with an aggregate
value of $662.7 million (as at 30 September 2017). Most of these properties (accounting for 81% of
contracted rent) are large format supermarkets that are leased by General Distributors, the operator
of Countdown. Other tenants include Foodstuffs (operator of New World and Pak n’ Save), Mitre 10
and The Warehouse. The portfolio is diversified relatively well geographically, with approximately
one-third of the properties (by value) located in Auckland, one-third in Wellington and Christchurch
and one-third in other regional locations.
Table 5: Property Portfolio Summary by Major Tenant as at 30 September 2017

Countdown Foodstuffs Mitre 10
The
Warehouse
Total
1

Number of Properties 35 2 1 2
39
Property Value $582m $42m $29m $30m
$663m
Number of Tenants 70 2 1 3
74
Net Lettable Area (m
2
) 143,238 12,908 12,124 12,748
174,702
Occupancy 99.8% 100.0% 100.0% 100.0%
99.9%
WALT (years) 14.2 12.0 12.0 9.3
13.8
Share of Gross Rental
2

81.3% 6.0% 3.6% 3.4%
100.0%
Contract Yield 6.63% 6.33% 5.29% 7.71%
6.58%
Cap Rate 6.39% 6.21% 5.25% 7.17%
6.35%
Source: Investore Interim Report FY18
1
The sum of each individual figure as split by major tenant does not equal the total as Countdown and The Warehouse share one
property. The entire contribution of this property is counted for in both Countdown and The Warehouse splits.
2
5.7% of Gross Rental comes from other tenants not included in the table.

Investore Property Limited – Independent Appraisal Report Page | 11
Profile of Investore
Figure 2 shows the lease expiry profile for leases in place as at 30 September 2017. As would be
expected with Investore’s tenants and the large format retail focus, the profile is heavily skewed to
long-dated arrangements, with the majority of leases expiring in 15 to 18 years’ time. This means that
Investore has the second longest weighted average lease term in the LPV sector of 13.8 years.
Figure 2: Lease Expiry Profile (by Gross Rental) as at 30 September 2017

Source: Investore.
4.3. Significant Historical Events
Key milestones in Investore’s history since inception are summarised below.
Date Event
Oct-15 Stride establishes Investore as a subsidiary to invest in large format retail property. Its initial
holdings are 19 properties that made up the Antipodean Supermarkets Portfolio.
Apr-16 to
Jun-16
Stride transfers six large format retail properties to Investore.
Jun-16 Stride announces the IPO of Investore, alongside the acquisition of the 14 SCA Properties.
Jul-16 Investore lists on the NZX on 12 July 2017 at $1.49 a share after raising $185 million by way of
IPO. Six of the 14 SCA Properties were acquired simultaneously.
Sep-16 Investore completes the acquisition of the remaining eight SCA Properties.
Nov-17 Investore enters into a conditional agreement to acquire three of Stride's four remaining large
format retail properties leased to Bunnings.
Source: Investore and Stride announcements and websites, Capital IQ.
4.4. Capital Structure and Ownership
As at 31 December 2017, Investore had 261,771,833 ordinary shares on issue. Investore’s
shareholder base is highly concentrated, with the top five shareholders holding 57% of shares on
issue. The top five shareholders as at 31 December 2017 are set out in Table 6.
Table 6: Top 5 Shareholders
Shareholder Shares Held
Shareholding
Percentage
Stride Property Limited 52,091,786 19.90%
ANZ New Zealand Investments Limited 37,592,793 14.36%
Salt Funds Management Limited 27,250,424 10.41%
Accident Compensation Corporation 16,222,764 6.20%
Westpac Banking Corporation 15,822,903 6.04%
Top 5 148,980,670 56.91%
Other Minority Shareholders 112,791,163 43.09%
261,771,833 100.00%
Source: IRESS, NZX Filings
0%
10%
20%
30%
40%
0 - 55 - 1010 - 1515 - 1616 - 1717 - 18
Years to Expiry

Investore Property Limited – Independent Appraisal Report Page | 12
Profile of Investore
Investore’s largest shareholder is Stride, which retained a 19.9% shareholding following the IPO to
ensure on-going alignment between Investore, Stride and SIML. The other four top shareholders are
all fund managers, which collectively own 46% of the free float shares on issue. There are no other
substantial security holders (those with a beneficial interest of 5% or more).
4.5. Share Price Performance
Figure 3 summarises Investore’s share price performance for the period between listing (12 July
2016) and 8 January 2018, relative to the NZX Property Gross Index and NZX50 Gross Index (all
inclusive of dividends). The property sector as a whole has underperformed the broader market
during this period, and while Investore has underperformed the sector over most of this period, it has
recently closed the gap. Investore’s 8.1% value uplift on its first day of trading was not maintained,
with its share price decline since IPO offsetting dividend returns. However a recent rally in Investore’s
share price has resulted in a 6.8% total shareholder return since listing, compared to a 6.1% total
return for the NZX Property Gross Index and 19.3% for the NZX50 Gross Index over the same
period.
Figure 3: Investore Total Shareholder Return Relative to NZX Property Gross Index (Rebased to 100)

Source: IRESS, Northington Partners.

4.6. Summary Financial Results
4.6.1. Financial Performance
A summary of Investore’s recent financial performance is set out in Table 7 below. This covers the
full year to March 2017 and the six month period to September 2017.
Table 7: Historical Financial Performance
(NZ$ millions) FY2017 1H2018
Rental income
37.4 23.4
Direct property operating expenses (2.4) (1.2)
Net rental income 35.0 22.2
Management fees (2.7) (2.0)
Other operating expenses (2.0) (0.7)
Reported profit before net finance costs, fair value
movements and tax
30.4 19.4
Net finance costs (13.3) (5.9)
Unrealised fair value movement on investment properties 13.7 1.2
Reported profit before tax 30.8 14.7
80
85
90
95
100
105
110
115
120
125
Jul-16Sep-16Nov-16Jan-17Mar-17May-17Jul-17Sep-17Nov-17
Index (base:100)
Investore Gross ReturnNZX Property Gross IndexNZX50 Gross Index

Investore Property Limited – Independent Appraisal Report Page | 13
Profile of Investore
Tax Expense (2.3) (3.1)
Reported profit after tax 28.5 11.6
Unrealised fair value movement on investment properties (13.7) (1.2)
Fixed rental increases (0.9) (0.5)
Swap break expense 3.7 -
IPO, Demerger and Acquisition transaction costs 0.9 -
Refinancing cost amortisation 0.5 0.1
Deferred tax and other differences (1.3) 0.4
Distributable profit after current income tax 17.6 10.4
Distributable profit per share (cents) 9.35 3.97
Earnings per share (cents) 15.12 4.44
Dividend per share (cents) 5.35 3.72
Sources: Investore Interim Report FY18 and NZX announcements. Totals may not sum due to rounding.
The main features of Investore’s performance in FY17 can be summarised as follows:
 FY17 understates Investore’s core underlying earnings from the existing portfolio because
the Company only acquired certain properties from Stride and the SCA Properties part way
through the year.
 In FY17, being a transitory year, Investore incurred a significant amount of one-off expenses
that impacted its reported profit. These included IPO costs and fees for breaking out-of-the
money interest rate swaps.
4.6.2. Financial Position
A summary of Investore’s financial position for FY17 and 1H18 is set out in Table 8. While a balance
sheet as at FY2016 is available, it reflects a different scale of operations and structure from
Investore’s current position, and does not therefore provide a meaningful comparison.
Table 8: Historical Financial Position
(NZ$ millions) FY2017 1H2018
Assets
Cash and cash equivalents 4.4 2.5
Trade and other receivables 0.4 1.2
Deferred Tax 0.5 0.7
Other assets 0.5 1.1
Investment properties 660.4 662.7
Derivative financial instruments 2.7 0.9
Total Assets 669.0 669.1
Liabilities

Trade and other payables 2.3 2.7
Current tax liability 1.4 0.9
Bank borrowings 260.2 260.4
Total Liabilities 263.9 264.0
Equity

Share capital 382.2 382.2
Retained Earnings and Reserves 22.8 22.8
Total Equity 405.0 405.1
Sources: Investore Annual Report FY17 and Interim Report FY18. Totals may not sum due to rounding.
We note that:
 Investore’s current gearing level (bank borrowings / value of investment property) is 39%.

Investore Property Limited – Independent Appraisal Report Page | 14
Profile of Investore
 This level of gearing is well below the Company’s limit of 50% and the long-term target of
48% set by Investore’s Board prior to its IPO. The current gearing level is also well below the
financial covenant set by the Company’s bank, which requires that the gearing level does not
exceed 65%.
 The Company had $109 million of undrawn bank facilities as at 30 September 2017.

Investore Property Limited – Independent Appraisal Report Page | 15
Overview of the Proposed Transaction
5.0 Overview of the Proposed Transaction
5.1. Overview of the Proposed Transaction and Acquisition Properties
The Proposed Transaction involves the purchase of the Acquisition Properties for total consideration of
$78.5 million, to be funded through debt utilising Investore’s existing facilities. Most of the conditions to
the Proposed Transaction have been satisfied with the exception of Investore shareholder approval,
which will be sought at a special meeting on 8 February 2018. A deposit of $5 million is payable by
Investore to Stride if the Proposed Transaction becomes unconditional (post shareholder approval) with
the remainder of the purchase price payable on the settlement date of 28 February 2018.
The Acquisition Properties comprise three large format retail properties with a total net lettable area of
40,433m
2
and contract rent of $4.8 million per annum.
Table 9: Acquisition Properties Portfolio Summary
Property City Tenant Occupancy NLA
(m2)
WALT
1

(years)
Valuation
($000)
Contract
Rent
($000)
Market
Cap
Rate
Contract
Yield
446 Te Rapa
Road
Hamilton Bunnings 100% 12,763 11.75 $28,000 $1,670 5.88% 5.96%
Cnr Tremaine
Avenue and
Railway Road
Palmerston
North
Bunnings 100% 13,730 11.75 $26,250 $1,590 5.75% 6.05%
26-48 Old
Taupo Road
Rotorua Bunnings 100% 13,940 11.75 $25,250 $1,550 6.00% 6.14%
Total / Weighted Average 100% 40,433 11.75 $79,500 $4,810 5.88% 6.05%
Sources: Investore, JLL valuation reports for the Acquisition Properties.
1
WALT as at target settlement date of 28 February 2018.
As highlighted in Table 9, each of the Acquisition Properties has a lettable area in excess of 12,500m
2
.


This is larger than any of Investore’s existing properties and considerably larger than Investore’s
current average property size of approximately 4,500m
2
. Each property is purpose built and is leased to
Bunnings as the single tenant. The Acquisition Properties have been inspected by Investore and its
independent valuers as part of the Proposed Transaction, who note that the properties have been well
maintained with no deferred maintenance requirements evident and no known environmental issues.
A brief description of the properties is provided below:
 446 Te Rapa Road, Hamilton: the property is located approximately 5 km from the Hamilton
CBD on one of the main thoroughfares into the city in a well-established commercial and
industrial area. The building site comprises an area of 2.83 hectares with plenty of on-site
parking.
 Corner of Tremaine Avenue and Railway Road, Palmerston North: located on a main
arterial route near Palmerston North Airport in one of the larger industrial areas in the city,
approximately 4.5 km from the CBD. The property comprises an area of 3.08 hectares with
325 car parks.
 26-48 Old Taupo Road: the property is located on the main arterial route into Rotorua
approximately 2.5 km to the north-west of the CBD. The land is held within 6 registry titles
comprising a total area of 3.16 hectares, with plenty of on-site parking.
We note that Stride has decided to retain the remaining large format retail property which is leased to
Bunnings, located at 2 Carr Road, Auckland. While this would have also represented a logical
investment opportunity for Investore, Stride currently intends to bring the property to market for sale at
the end of 2018 (subject to market conditions and other portfolio commitments) once some outstanding
development works are completed. This is consistent with Stride’s strategy to either hold any interest in
large format retail properties through Investore or to divest any such property. We understand that this
property will likely be sold through an open market process which may attract significant investor
interest, potentially including Investore. The current capitalisation rate for this property under the

Investore Property Limited – Independent Appraisal Report Page | 16
Overview of the Proposed Transaction
existing lease structure is 5.50% (relative to 5.88% for the Acquisition Properties), illustrating the
relative attractiveness of the Auckland market.
5.2. Key Lease Terms
Stride has recently renegotiated the terms of the property leases with Bunnings, with the key elements
of the new leasing arrangements summarised in Table 10 below.
Table 10: Acquisition Property Key Lease Terms
Term
 12 years from date of commencement
Further Terms
 Bunnings has the right to renew the lease for 8 further terms of 6 years each
Lease
Commencement
 1 December 2017
Lease Structure
 Net lease with Bunnings being responsible for the payment of rates, insurance
premiums and other property operating expenses
Rent
 Starting aggregate contract rent of $4.81m
 Structured rental growth of 2.5% per annum over the 12 year initial term, following
which market reviews will be undertaken at the commencement of the first further
term and every second further term thereafter (i.e. every 12 years).
Other
 Bunnings retains a right of first refusal to acquire the relevant Acquisition Property if
the landlord wishes to dispose of the property within the initial 12 year lease term, or
within any subsequent further term. This does not apply to Stride’s disposal to
Investore pursuant to the Proposed Transaction.
 Bunnings also retains a right to acquire the relevant Acquisition Property during the
sixth further term (i.e. at year 48), based on an assessed market value assuming
that Bunnings has extended the lease for a further term (i.e. 6 years).
 Bunnings may at any time (but only once during the initial term of the lease and
once during each further term) require that the landlord (at its cost) perform upgrade
works at the property up to a cost limit of $6 million (increasing at CPI). Such works
will increase the rent by 6.25% of the works cost up until any subsequent market
rent review.
Source: Lease agreements for each of the Acquisition Properties agreed between Stride and Bunnings dated November 2017.
The remaining terms to the lease are relatively standard for lease arrangements of this nature.

Investore Property Limited – Independent Appraisal Report Page | 17
Assessment of the Proposed Transaction
6.0 Assessment of the Proposed Transaction
6.1. Value of the Acquisition Properties
Investore engaged JLL to provide an independent valuation of the Acquisition Properties in October
2017. A summary of the JLL valuation metrics is set out in Table 11 below.
Table 11: Key Valuation Metrics for Acquisition Properties

Hamilton Palmerston North Rotorua
Total / Weighted
Average
Date Constructed 2007 2005 2007
2006
Net Lettable Area (m
2
) 12,763 13,730 13,940
40,433
Net Passing Income ($m) $1.67 $1.59 $1.55
$4.81
Occupancy 100% 100% 100%
100%
WALT
1
(years) 11.75 11.75 11.75
11.75
JLL Valuation ($m) $28.00 $26.25 $25.25
$79.50
Cap Rate 5.88% 5.75% 6.00%
5.88%
Passing Yield (at Valuation) 5.96% 6.05% 6.14%
6.05%
10-year IRR 7.17% 7.02% 7.25%
7.15%
Source: JLL Valuation Reports.
1
WALT as at settlement date of 28 February 2018.
JLL has assessed the market values of all the Acquisition Properties on a consistent basis, using the
following valuation approaches:
 Direct capitalisation of market rent with adjustments for contract rent; and
 Discounted cash flows.
JLL has applied capitalisation rates consistent with those applied to similar properties owned by
Investore, after adjusting for factors such as age, occupancy, tenant quality and lease profile of the
property (including the rent review mechanism). Furthermore, the capitalisation rates applied by JLL are
in line with the capitalisation rates implied from recent market transactions for similar large format retail
properties, including a number of property sales involving Bunnings stores.
We note that the aggregate assessed value of $79.5 million for the Acquisition Properties represents a
material valuation uplift from the $51.1 million valuation reported by Stride as at 31 March 2017. The
Stride valuations were completed by CBRE (Hamilton and Rotorua) and JLL (Palmerston North), and
implied an average capitalisation rate of 8.36% relative to the 5.88% rate implied by the most recent
JLL valuations.
The valuation increases have been driven by a number of key differences between the lease terms that
applied at each valuation date. As at 31 March 2017:
 All three leases expired in June 2019, representing a WALT of 2.2 years as at 30 September
2017; and
 Bunnings retained the right to purchase each property in June 2019 at a market value
reflecting vacant possession (i.e. without the benefit of the Bunnings lease).
Stride and Bunnings have subsequently agreed to new leases with a 12-year initial term and
guaranteed rental growth of 2.5% per annum over the initial term. These changes clearly increase
income security for the assets and substantially enhance current value. The right to acquire the
properties as if vacant has been removed from the new leases. Bunnings retains the right to acquire the
properties at year 48 of the lease, on the assumption that a new six-year lease term is in place. We
note that Stride agreed to pay Bunnings $18 million on the termination of the old leases and
commencement of the new leases. This cost is not borne by Investore but is essentially reflected in the
value being paid by Investore to Stride for the Acquisition Properties.

Investore Property Limited – Independent Appraisal Report Page | 18
Assessment of the Proposed Transaction
Investore is acquiring the Acquisition Properties at a discount of $1 million to their valuation (a discount
of 1.3%). Table 12 illustrates the valuation metrics for Investore’s existing portfolio relative to the
weighted average metrics of the Acquisition Properties at the purchase value of $78.5 million.
Table 12: Valuation Metrics of Investore Portfolio Relative to Acquisition Properties at Purchase Value

Existing Investore
Portfolio (as of 30
September 2017)
Acquisition Properties
(as of October 2017)
Pro-Forma Combined
Portfolio
Market Cap Rate 6.35% 5.95% 6.31%
Contract Passing Yield 6.58% 6.13% 6.53%
Valuation / Purchase Value ($m) $662.7 $78.5 $742.2
1

Source: Northington Partners. Market cap rate and contract passing yield for the Acquisition Properties based on purchase price.
1
Combined portfolio value at valuation including assumed $1.0m gain on the Acquisition Properties.
Given the Proposed Transaction has been negotiated on arms-length terms between Investore and
Stride and the Acquisition Properties are being purchased at a modest discount (1.3%) to their
independent market valuation, we consider the proposed acquisition terms are fair to Investore
shareholders not associated with Stride.
6.2. Financial Implications of the Proposed Transaction
The estimated pro-forma financial impact of the Proposed Transaction is summarised in Table 13
based on the following assumptions:
 The FY18 forecast (prior to the impact of the Proposed Transaction) is taken from the
documentation prepared as part of the IPO process.
 The Proposed Transaction is effective from 1 April 2017, thereby assuming that the Acquisition
Properties are part of the Investore portfolio for all of FY18.
 The full acquisition cost of $78.5 million is entirely funded by debt at an assumed weighted
average cost of 4.0%, reflecting the assumed incremental cost of funding for a mixture of term
and floating rate debt for Investore as of 1 April 2017. We note that Investore’s current floating
rate interest cost is significantly lower than this level, while Investore’s overall weighted
average cost of debt for the first half of FY2018 was 4.5%.
 Management fees of $0.5 million are incurred from the addition of the Acquisition Properties.
This reflects an asset management fee of 0.55% of the properties’ value plus a building
management fee of $10,000 per property.
 The summary earnings and distributable profit exclude one-off transaction costs estimated to
be approximately $240,000. However, these are assumed to be capitalised to investment
property.
 After allowance for tax depreciation on the property improvements and other deferred tax
adjustments, the Proposed Transaction has a negligible impact on the pro-forma tax liability in
the FY18 period.
 Investore recognises a $0.8 million uplift in the value of the Acquisition Properties at 31 March
2018, in line with the October 2017 valuations of $79.5 million relative to the purchase price of
$78.5 million ($78.7 million inclusive of capitalised transaction costs).
Table 13: Financial Profile of Investore Pre and Post the Proposed Transaction (with Pro Forma
Adjustments)
(NZ$ millions)
FY18
Forecast
Adjustments for
Proposed
Transaction
Pro-Forma FY18
Forecast
Net rental income 44.0 4.8 48.8
Management fees (3.9) (0.5) (4.4)
Other operating expenses (1.6) - (1.6)
Total operating expenses (5.5) (0.5) (6.0)

Net finance costs (12.7) (3.1) (15.8)

Investore Property Limited – Independent Appraisal Report Page | 19
Assessment of the Proposed Transaction
Unrealised fair value movement on
investment properties
(0.6) 0.8 0.2
Tax expense (6.0) (0.0) (6.0)
Reported profit after tax 19.2 1.9 21.1
Adjustments
1
1.2 (0.8) 0.5
Distributable profit after tax 20.4 1.2 21.6
Distributable Profit Per Share (cents) 7.80 0.45 8.25
Value of Investment Properties ($m) 662.7 79.5 742.2
Borrowings
2
($m) 261.0 78.7 339.7
LVR 39.4% 99.0% 45.8%
Source: Northington Partners Analysis.
1
Reflects unrealised fair value movement on investment properties, fixed rental increases and refinancing cost amortisation.
2
Borrowings is before refinancing prepayments.
The estimated key financial impacts of the Proposed Transaction, assessed on a pro-forma FY18
basis, are as follows:
 Investore’s distributable profit increases by approximately 5.8% from 7.80 cents per share to
8.25 cents per share. Assuming a consistent dividend pay-out ratio, this should result in
enhanced dividends per share.
 This level of earnings accretion simply reflects the assumption that the Proposed Transaction
is being funded entirely by debt at an assumed interest cost (4.0%) which is lower than the
passing yield on the acquired properties (6.13%). Actual accretion will ultimately be
dependent on the realised incremental funding cost and any other changes to Investore’s
capital structure through time. For example, a marginal interest rate range of 3.5% to 4.5%
would result in increased distributable profit between approximately 7% and 4%, respectively.
 Gearing levels increase from approximately 39% to 46%. While this outcome remains within
Investore’s long-term target gearing level of 48%, it does not leave much capacity for further
acquisition or development works. However, we note that Investore has signalled the potential
to divest up to three existing properties to provide balance sheet capacity for future activities,
and a potential share buy-back scheme. We would expect any material asset disposal and
potential share buy-back to further enhance Investore’s distributable profit per share.
6.3. Operational Implications of the Proposed Transaction
Table 14 summarises the impact of the Proposed Transaction on Investore’s portfolio metrics.
Table 14: Investore Property Portfolio Metrics Pre and Post the Proposed Transaction
1

Metric Pre-Acquisition
Acquisition
Properties
Post-Acquisition
Portfolio Asset Valuation $662.7m $79.5m $742.2m
Number of Properties 39 3 42
Number of Major Tenants 4 1 5
WALT (years)
2
13.8 11.75 13.6
Capitalisation Rate 6.35% 5.88% 6.30%
Passing Yield 6.58% 6.05% 6.52%
Occupancy 99.9% 100.0% 99.9%


Tenancy Exposure


Geographic Exposure



1
Metrics are as of 30 September 2017 in the case of existing Investore properties and October 2017 in the case of the Acquisition
Properties unless otherwise stated.
2
WALT is measured as at 30 September 2017 in the case of existing Investore properties and as at settlement date of 28 February
2018 in the case of the Acquisition Properties.

81%
19%
100%
73%
10%
17%
33%
12%
17%
38%
100%
30%
11%
16%
43%
Countdown
Bunnings
Other
Auckland
Christchurch
Wellington
Other

Investore Property Limited – Independent Appraisal Report Page | 20
Assessment of the Proposed Transaction
As illustrated in Table 14, the Proposed Transaction:
 Provides tenant diversification benefits with a significant new quality tenant. On a pro-forma
basis, Investore’s reliance on General Distributors (Countdown) reduces from 81% of gross
contracted rent to 73% following the Proposed Transaction. Bunnings will comprise
approximately 10% of Investore’s contracted rental income and become the second largest
tenant.
 Has negligible impact on the overall capitalisation rate and net passing yield of the Investore
portfolio.
 Has negligible impact on the WALT for the overall portfolio. However, we note that Bunnings
retains eight rights of renewal for a further term of six years each (i.e. a potential maximum
lease term of 60 years). Under the terms of the lease, Bunnings also retains rights (but not the
obligation) to purchase the relevant property at various times over the course of the lease.
 Provides an element of geographical diversification benefit by increasing Investore’s exposure
to Waikato and other regional North Island locations. The total geographic exposure outside of
the main centres of Auckland, Wellington and Christchurch increases from approximately 38%
currently to 43% following completion of the Proposed Transaction (on a pro-forma gross
rental basis).
The ultimate owner of Bunnings is Wesfarmers Limited, one of Australia’s largest companies which also
owns Coles, K-Mart, and Target in addition to a range of other interests across Australia and New
Zealand. Westfarmers had total revenue of over A$68 billion in FY17 and currently has an A- credit
rating from Standard & Poors. Based on credit quality and Wesfarmers’ commitment to Bunnings in
New Zealand, we suggest that Bunnings represents a high-quality addition to Investore’s list of tenants.
6.4. Summary of our Assessment
We conclude that the terms and conditions of the Proposed Transaction are fair to shareholders of
Investore not associated with Stride. This view reflects the following key considerations.
 Strategic Fit: The Proposed Transaction is consistent with Investore’s stated strategic
objectives at the time of its IPO to continue to invest in large format retail property. If
appropriate lease terms had been agreed with Bunnings prior to the IPO, we suggest that the
Acquisition Properties would likely already be included in Investore’s portfolio.
 Acquisition Terms: The $78.5 million being paid for the Acquisition Properties represents a
1.3% discount to the aggregate valuation of $79.5 million assessed by JLL. Furthermore, the
agreed acquisition price results in portfolio valuation metrics that are consistent with the
existing portfolio, having consideration to differences in location, tenant quality and key lease
terms.
 Immediate Financial Impact: The Proposed Transaction should result in an immediate
increase in distributable profit and potential dividends. While post-transaction gearing will
increase from 39% to 46%, it remains below Investore’s long-term target of 48% and is well
within Investore’s covenant limits of 65%. Investore has also signalled that the gearing level is
likely to decrease in the short-medium term via the potential divestment of up to three existing
properties. On that basis, we conclude that Investore will retain sufficient financial flexibility to
effectively pursue its current strategy.
 Operational Impact: The Proposed Transaction introduces a new high-quality tenant to
Investore’s property portfolio, significantly reducing Investore’s tenant exposure to Countdown.
The Proposed Transaction also results in portfolio metrics (including WALT, capitalisation
rates and occupancy) consistent with Investore’s existing portfolio.

Investore Property Limited – Independent Appraisal Report Page | 21
Appendix 1: Sources of Information Used in this Report
Appendix 1. Sources of Information Used in this Report
Other than the information sources referenced directly in the body of the report, this assessment is reliant on the
following sources of information:
 Investore’s FY2017 annual report and 30 September 2017 interim report.
 Investore’s Product Disclosure Statement (dated 10 June 2016) relating to its IPO.
 Discussions with senior personnel of SIML.
 Documentation for the Proposed Transaction including the sale and purchase agreement, property
valuation reports from JLL and copies of the new lease agreements for the Acquisition Properties.
 Draft Notice of Special Meeting.
 Various other documents that we considered necessary for the purposes of our analysis.

Investore Property Limited – Independent Appraisal Report Page | 22
Appendix 2: Declarations, Qualifications and Consents
Appendix 2. Declarations, Qualifications and Consents
Declarations
This report is dated 11 January 2018 and has been prepared by Northington Partners at the request of the
independent directors of Investore to fulfil the requirements of the NZX in relation to the Proposed Transaction.
This report, or any part of it, should not be reproduced or used for any other purpose. Northington Partners
specifically disclaims any obligation or liability to any party whatsoever in the event that this report is supplied or
applied for any purpose other than that for which it is intended.
Prior drafts of this report were provided to Investore for review and discussion. Although minor factual changes to
the report were made after the release of the first draft, there were no changes to our methodology, analysis, or
conclusions.
This report is provided for the benefit of all of the shareholders of Investore that are being asked to consider the
Proposed Transaction, and Northington Partners consents to the distribution of this report to those people.
Our engagement terms did not contain any term which materially restricted the scope of our work.
Qualifications
Northington Partners provides an independent corporate advisory service to companies operating throughout New
Zealand. The company specialises in mergers and acquisitions, capital raising support, expert opinions, financial
instrument valuations, and business and share valuations. Northington Partners is retained by a mix of publicly
listed companies, substantial privately held companies, and state-owned enterprises.
The individuals responsible for preparing this report are Greg Anderson B.Com, M.Com (Hons), Ph.D and Jonathan
Burke B.Com (Hons), BCM. Each individual has a wealth of experience in providing independent advice to clients
relating to the value of business assets and equity instruments, as well as the choice of appropriate financial
structures and governance issues.
Northington Partners has been responsible for the preparation of numerous independent reports in relation to
takeovers, mergers, and a range of other transactions subject to the Takeovers Code and NZX Listing Rules.
Independence
Northington Partners has not been previously engaged on any matter by Investore or (to the best of our knowledge)
by any other party to the Proposed Transaction that could affect our independence. None of the Directors or
employees of Northington Partners have any other relationship with any of the directors or substantial security
holders of the parties involved in the Proposed Transaction.
The preparation of this independent report will be Northington Partners’ only involvement in relation to the Proposed
Transaction. Northington Partners will be paid a fixed fee for its services which is in no way contingent on the
outcome of our analysis or the content of our report.
Northington Partners does not have any conflict of interest that could affect its ability to provide an unbiased report.
Disclaimer and Restrictions on the Scope of Our Work
In preparing this report, Northington Partners has relied on information provided by Investore. Northington Partners
has not performed anything in the nature of an audit of that information, and does not express any opinion on the
reliability, accuracy, or completeness of the information provided to us and upon which we have relied.
Northington Partners has used the provided information on the basis that it is true and accurate in material respects
and not misleading by reason of omission or otherwise. Accordingly, neither Northington Partners nor its directors,
employees or agents, accept any responsibility or liability for any such information being inaccurate, incomplete,
unreliable or not soundly based or for any errors in the analysis, statements and opinions provided in this report
resulting directly or indirectly from any such circumstances or from any assumptions upon which this report is based
proving unjustified.
We reserve the right, but will be under no obligation, to review or amend our report if any additional information
which was in existence on the date of this report was not brought to our attention, or subsequently comes to light.

Investore Property Limited – Independent Appraisal Report Page | 23
Appendix 2: Declarations, Qualifications and Consents
Indemnity
Investore has agreed to indemnify Northington Partners (to the maximum extent permitted by law) for all claims,
proceedings, damages, losses (including consequential losses), fines, penalties, costs, charges and expenses
(including legal fees and disbursements) suffered or incurred by Northington Partners in relation to the preparation
of this report, except to the extent resulting from any act or omission of Northington Partners finally determined by a
New Zealand Court of competent jurisdiction to constitute negligence or bad faith by Northington Partners.
Investore has also agreed to promptly fund Northington Partners for its reasonable costs and expenses (including
legal fees and expenses) in dealing with such claims or proceedings upon presentation by Northington Partners of
the relevant invoices.